2020年ACCA考试公司法与商法专业词汇汇编(5)

正确答案：

正确答案：
(c) Small businesses face a number of well-documented problems when seeking to raise additional finance. These problems have
been extensively discussed and governments regularly make initiatives seeking to address these problems.
Risk and security
Investors are less willing to offer finance to small companies as they are seen as inherently more risky than large companies.
Small companies obtaining debt finance usually use overdrafts or loans from banks, which require security to reduce the level
of risk associated with the debt finance. Since small companies are likely to possess little by way of assets to offer as security,
banks usually require a personal guarantee instead, and this limits the amount of finance available.
Marketability of ordinary shares
The equity issued by small companies is difficult to buy and sell, and sales are usually on a matched bargain basis, which
means that a shareholder wishing to sell has to wait until an investor wishes to buy. There is no financial intermediary willing
to buy the shares and hold them until a buyer comes along, so selling shares in a small company can potentially take a long
time. This lack of marketability reduces the price that a buyer is willing to pay for the shares. Investors in small company
shares have traditionally looked to a flotation, for example on the UK Alternative Investment Market, as a way of realising their
investment, but this has become increasingly expensive. Small companies are likely to be very limited in their ability to offer
new equity to anyone other than family and friends.
Tax considerations
Individuals with cash to invest may be encouraged by the tax system to invest in large institutional investors rather than small
companies, for example by tax incentives offered on contributions to pension funds. These institutional investors themselves
usually invest in larger companies, such as stock-exchange listed companies, in order to maintain what they see as an
acceptable risk profile, and in order to ensure a steady stream of income to meet ongoing liabilities. This tax effect reduces
the potential flow of funds to small companies.
Cost
Since small companies are seen as riskier than large companies, the cost of the finance they are offered is proportionately
higher. Overdrafts and bank loans will be offered to them on less favourable terms and at more demanding interest rates than
debt offered to larger companies. Equity investors will expect higher returns, if not in the form. of dividends then in the form
of capital appreciation over the life of their investment.

正确答案：
(b) Report to the management of Razor Ltd
To           The management of Razor Ltd
From       Tax advisers
Date         6 June 2007
Subject    The proposed activities of Cutlass Inc
(i) Rate of tax on profits of Cutlass Inc
When considering the manner in which the profits of Cutlass Inc will be taxed it must be recognised that the system of
corporation tax in Sharpenia is the same as that in the UK.
The profits of Cutlass Inc will be subject to corporation tax in the country in which it is resident or where it has a
permanent establishment. It is desirable for the profits of Cutlass Inc to be taxed in the UK rather than in Sharpenia as
the rate of corporation tax in the UK on annual profits of ￡120,000 will be 19% whereas in Sharpenia the rate of tax
would be 38%.
Residency of Cutlass Inc
Cutlass Inc will be resident in Sharpenia, because it is incorporated there. However, it will also be resident in the UK if
it is centrally managed and controlled from the UK. For this to be the case, Amy and Ben should hold the company’s
board meetings in the UK.
Under the double tax treaty between the UK and Sharpenia, a company resident in both countries is treated as being
resident in the country where it is effectively managed and controlled. For Cutlass Inc to be treated as UK resident under
the treaty, Amy and Ben would need to ensure that all key management and commercial decisions are made in the UK
and not in Sharpenia.
Permanent establishment
A permanent establishment is a fixed place of business, including an office, factory or workshop, through which the
business of an enterprise is carried on. A permanent establishment will also exist in a country if contracts in the
company’s name are habitually concluded there.
The trading profits of Cutlass Inc will be taxable in Sharpenia if they are derived from a permanent establishment in
Sharpenia even if it can be established that Cutlass Inc is UK resident under the double tax treaty.
Double taxation
If Cutlass Inc is UK resident but has a permanent establishment in Sharpenia, its trading profits will be subject to
corporation tax in both the UK and Sharpenia with double tax relief available in the UK. The double tax relief will be the
lower of the UK tax and the Sharpenian tax on the trading profits. Accordingly, as the rate of tax is higher in Sharpenia
than it is in the UK, there will be no UK tax to pay on the company’s trading profits and the rate of tax on the profits
would be the rate in Sharpenia, i.e. 38%.
If Cutlass Inc is UK resident and does not have a permanent establishment in Sharpenia, its profits will be taxable in
the UK at the rate of 19% and not in Sharpenia.

正确答案：
(c) Specific inquiries – accounting for construction contracts
Tutorial note: This answer is illustrative of the types of inquiry that should be made. Other relevant answer points will be
awarded similar credit. For each full mark to be earned an inquiry should address the specifics of Robson (e.g. that its
accounting policies are ‘generally less prudent’). The identification of asset overstatement/liability understatement may
reduce the purchase price offered by Prescott.
■ Are any constructions being undertaken without signed contracts?
Tutorial note: Any expenditure on constructions without contracts (e.g. of a speculative nature, perhaps to keep the
workforce employed) must be accounted for under IAS ‘Inventories’; revenue cannot be recognised nor profit taken.
■ Is full provision made for future losses foreseen on loss-making contracts?
Tutorial note: The information in the brief is that ‘provisions are made’. The level of provision is not indicated and
could be less than full.
■ Which contracts started during the year are likely to be/have been identified as loss-making (for which no provision has
yet been made)?
Tutorial note: Profits and losses are only determined by contract at each financial year end.
■ What are management’s assumptions and judgments on the likely future outcome on the Sarwar contract (and other
actual and contingent liabilities)?
Tutorial note: Robson would be imprudent if it underestimates the probability of an unfavourable outcome (or
overestimates the likelihood of successful recourse).
■ What claims history has Robson experienced? (What proportion of contracts have been subject to claims? What
proportion of claims brought have been successful? How have they been settled? Under insurance? Out-of-court
settlement?) How effective are the penalty clauses? (Is Robson having to pay penalties for overrunning on contracts?)
■ What are the actual useful lives of assets used in construction? What level of losses are made on disposal?
Tutorial note: If such assets are depreciated over useful lives that are estimated to be too long, depreciation costs
incurred to date (and estimated depreciation to be included in costs to completion) will be understated. This will result
in too much profit/too little loss being calculated on contracts.
■ What is the cause of losses on contracts? For example, if due to theft of building supplies Robson’s management is not
exercising sufficient control over the company’s assets.