ACCA考试《公司法与商法》章节练习(2020-08-12)

发布时间：2020-08-12

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Question:

In the context of partnership law, focusing particularly on the liability of the members, explain each of the following:

(a)an ordinary partnership;

(b)a limited partnership;

(c)a limited liability partnership.

Answer:

This question requires candidates to explain the operation and potential liability of members of three distinct types of partnerships.

(a)The ordinary partnership

This is the most common form of partnership. Ordinary partnerships involve potential unlimited liability for their members, should the business run into financial difficulties. It is possible to attempt to limit individual liability within the partnership by setting specific limits on the liability of the individual partners. This, however, has no effect on the external liability of the various members of the partnership who will remain liable for the full extent of the partnership debts. As a result, any partner who has to pay more than the amount agreed internally will be in the position to raise an action to recover any amount paid out in addition to their agreed limit from the other members of the partnership.

(b)The limited partnership

The Limited Partnerships Act (LPA) 1907 allows for the formation of limited partnerships. For members of a partnership to gain the benefit of limited liability under this legislation, the following rules apply:

—limited partners are not liable for partnership debts beyond the extent of their capital contribution, but in the ordinarycourse of events they are not permitted to remove their capital;

—at least one of the partners must retain full, that is unlimited, liability for the debts of the partnership;

—a partner with limited liability is not permitted to take part in the management of the business enterprise and cannotusually bind the partnership in any transaction. If a partner acts in contravention of this rule, they will lose the right tolimited liability;

—the partnership must be registered with the Companies Registry.

Very few limited partnerships were ever registered as partnerships could access the advantages available under the LPA 1907, and more, by simply registering their business as a private limited company.

(c)The limited liability partnership

As has already been seen, the main shortcoming with regard to the standard partnership is the lack of limited liability for its members. The Limited Liability Partnerships Act 2000 provided for a new form of business entity, the limited liability partnership (LLP). Although stated to be a partnership, the new form is a corporation, with a distinct legal existence apart from its members. As such it has the ability:

—to hold property in its own right;

—to sue and be sued in its own name.

It has perpetual succession and consequently an alteration in its membership does not have any effect on its existence. Most importantly, however, the new legal entity allows its members to benefit from limited liability as they will not be liable for more than the amount they have agreed to contribute to its capital.

To form a limited liability partnership:

—two or more persons must subscribe to an incorporation document;

—the incorporation document must be delivered to the Companies Registry;

—a statement of compliance must be completed by a solicitor or subscriber to the incorporation document.

The incorporation document must include:

-the address of the registered office;

—the name of the LLP (subject to restrictions);

—the names and addresses of those who will be members on incorporation of the LLP;

—the names of at least two designated members, whose duty it is to ensure that the administrative and filing duties of the

LLP are complied with. If no such members are designated, then all members will be assumed to be designatedmembers.

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下面小编为大家准备了 ACCA考试 的相关考题，供大家学习参考。

(b) Explain the need for a first time group auditor to analyse the group structure. (5 marks)

正确答案：
(b) Need to analyse the group structure
A certain amount of analysis of the group structure will be undertaken before an auditor accepts the role of group auditor,
particularly if the auditor is not directly responsible for the whole group.
An analysis of the group structure is necessary to:
■ ensure that particular attention is given to the more unusual aspects of corporate structures (e.g. partnership
arrangements that may be a joint venture, components in tax havens, shell companies and horizontal groups);
■ arrange access to information relating to all ‘significant’ components (i.e. those representing 20% or more of group
assets, liabilities, cash flows, profit or revenue), on a timely basis;
■ identify the applicable financial reporting framework for each component and any local statutory reporting requirements;
■ plan work to deal with different accounting frameworks/policies applied throughout the group and differences between
International Auditing Standards (ISAs) and national standards;
■ integrate the group audit process effectively with local statutory audit requirements;
■ identify related parties and effectively audit the completeness of disclosures in the group accounts in accordance with
IAS 24 Related Party Disclosures.
Any doubts about the group structure will need to be clarified against publicly available information as soon as possible to
ensure an effective audit of the relevant components (i.e. subsidiaries, associates and joint ventures). The auditor can then
plan the level of assurance required on each component well in advance of the year end.
Having established thoroughly the group structure from the outset the auditor will then need only to update the structure for
changes year-on-year.

(ii) Assuming that Donald operates through a company, advise Donald on the corporation tax (CT) that

would be payable for the year ended 31 March 2007 if he pays himself a gross salary of ￡31,000, plus

a net dividend of ￡10,000, instead of a gross salary of ￡42,648. (4 marks)

正确答案：

 

(c) Explain the benefits of performance-related pay in rewarding directors and critically evaluate the implications

of the package offered to Choo Wang. (8 marks)

正确答案：
(c) Choo Wang’s remuneration package
Benefits of PRP
In general terms, performance-related pay serves to align directors’ and shareholders’ interests in that the performancerelated
element can be made to reflect those things held to be important to shareholders (such as financial targets). This, in
turn, serves to motivate directors, especially if they are directly responsible for a cost or revenue/profit budget or centre. The
possibility of additional income serves to motivate directors towards higher performance and this, in turn, can assist in
recruitment and retention. Finally, performance-related pay can increase the board’s control over strategic planning and
implementation by aligning rewards against strategic objectives.
Critical evaluation of Choo Wang’s package
Choo Wang’s package appears to have a number of advantages and shortcomings. It was strategically correct to include some
element of pay linked specifically to Southland success. This will increase Choo’s motivation to make it successful and indeed,
he has said as much – he appears to be highly motivated and aware that additional income rests upon its success. Against
these advantages, it appears that the performance-related component does not take account of, or discount in any way for,
the risk of the Southland investment. The bonus does not become payable on a sliding scale but only on a single payout basis
when the factory reaches an ‘ambitious’ level of output. Accordingly, Choo has more incentive to be accepting of risk with
decisions on the Southland investment than risk averse. This may be what was planned, but such a bias should be pointed
out. Clearly, the company should accept some risk but recklessness should be discouraged. In conclusion, Choo’s PRP
package could have been better designed, especially if the Southland investment is seen as strategically risky.

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