2015年ACCA考试F4模拟试题（5）

　   高顿网校小编为各位ACCA学员整理了一些科目的精选练习题，希望大家查漏补缺，对考试有所帮助。
       (c) Under ss.69-74 of CA 2006 a new procedure has been introduced to cover situations where a company has been registered with a name

　　(i) that it is the same as a name associated with the applicant in which he has goodwill， or

　　(ii) that it is sufficiently similar to such a name that its use in the United Kingdom would be likely to mislead by suggesting a connection between the company and the applicant (s.69)。

　　Section 69 can be used not just by other companies but by any person to object to a company names adjudicator if a company*s name is similar to a name in which the applicant has goodwill. There is a list of circumstances raising a presumption that a name was adopted legitimately; however even then， if the objector can show that the name was registered either， to obtain money from them， or to prevent them from using the name， then they will be entitled to an order to require the company to change its name.

　　Under s.70 the Secretary of State is given the power to appoint company names adjudicators and their staff and to finance their activities， with one person being appointed Chief Adjudicator.

　　Section 71 provides the Secretary of State with power to make rules for the proceedings before a company names adjudicator. Section 72 provides that the decision of an adjudicator and the reasons for it， are to be published within 90 days of the decision.

　　Section 73 provides that if an objection is upheld， then the adjudicator is to direct the company with the offending name to change its name to one that does not similarly offend. A deadline must be set for the change. If the offending name is not changed， then the adjudicator will decide a new name for the company.

　　Under s.74 either party may appeal to a court against the decision of the company names adjudicator. The court can either uphold or reverse the adjudicator*s decision， and may make any order that the adjudicator might have made.

　　5 (a) As shareholders in limited companies， by definition， have the significant protection of limited liability， the courts have always seen it as the duty of the law to ensure that this privilege is not abused at the expense of the company‘s creditors. To that end they developed the doctrine of capital maintenance， the specific rules of which are now given expression in the Companies Act (CA) 2006. The rules， such as that stated in CA 2006 s.580 against shares being issued at a discount， ensure that companies receive at least the full nominal value of their share capital. The rules relating to the doctrine of capital maintenance operate in conjunction to those rules to ensure that the capital can only be used in limited ways. Whilst this may be seen essentially as a means of protecting the company’s creditors， it also protects the shareholders themselves from the depredation of the company‘s capital.

　　There are two key aspects of the doctrine of capital maintenance： firstly， that creditors have a right to see that the capital is not dissipated unlawfully; and secondly that the members must not have the capital returned to them surreptitiously. There are a number of specific controls over how companies can use their capital， but perhaps the two most important are the rules relating to capital reduction and company distributions.

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