2011年ACCA考试F4模拟试题（7）

　　(b) Disqualification for unfitness

　　The second category covers：

　　(i) disqualification of directors of companies which have become insolvent， who are found by the court to be unfit to be directors (s.6 of the CDDA 1986)。 Under s.6， the minimum period of disqualification is two years， up to a maximum of 15 years;

　　(ii) disqualification after investigation of a company under Pt XIV of the CA 1985 (it should be noted that this part of the previous Act still sets out the procedures for company investigations) (s.8 of the CDDA 1986)。 Once again， the maximum period of disqualification is 15 years.

　　Schedule 1 to the CDDA 1986 sets out certain particulars to which the court is to have regard in deciding whether a person‘s conduct as a director makes them unfit to be concerned in the management of a company. In addition， the courts have given indications as to what sort of behaviour will render a person liable to be considered unfit to act as a company director. Thus， in Re Lo-Line Electric Motors Ltd (1988)， it was stated that：

　　‘Ordinary commercial misjudgment is in itself not sufficient to justify disqualification. In the normal case， the conduct complained of must display a lack of commercial probity， although . . . in an extreme case of gross negligence or total incompetence， disqualification could be appropriate.’

　　(c) Other cases for disqualification

　　This third category relates to：

　　(i) participation in fraudulent or wrongful trading under s.213 of the Insolvency Act (IA)1986 (s.10 of the CDDA 1986);

　　(ii) undischarged bankrupts acting as directors (s.11 of the CDDA 1986); and

　　(iii) failure to pay under a county court administration order (s.12 of the CDDA 1986)。

　　For the purposes of most of the CDDA 1986， the court has discretion to make a disqualification order. Where， however， a person has been found to be an unfit director of an insolvent company， the court has a duty to make a disqualification order (s.6 of the CDDA 1986)。 Anyone who acts in contravention of a disqualification order is liable：

　　(i) to imprisonment for up to two years and/or a fine， on conviction on indictment; or

　　(ii) to imprisonment for up to six months and/or a fine not exceeding the statutory maximum， on conviction summarily (s.13 of the CDDA 1986)。