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[主观题]

Gilt Ltd is a small company with an issued share capital of 100,000 ￡1 shares held by 100

members.

Harry, the managing director of Gilt Ltd, has been approached by Itt plc in respect of its making a takeover bid for Gilt Ltd. Itt plc has given Harry what is described as a facility fee of ￡50,000 for ensuring that the takeover is successful.

At the next board meeting Harry convinces the other directors that the take-over bid is in the long-term interest of Gilt Ltd, but they are concerned that the holders of the majority of the issued share capital will not approve of the takeover.

In order to ensure the success of the takeover, the directors of Gilt Ltd agree that they should allot suffi cient new shares to Itt plc to ensure that a new majority of members will support the takeover.

After the allocation of the shares to Itt plc a general meeting is called to consider the takeover and it is approved, with Itt plc voting in favour.

May, a substantial shareholder in Gilt Ltd has subsequently found out about the actions of Itt plc, Harry and the other directors.

Required:

Advise May as to the legality of the share allotment and as to what action can be taken against Harry.

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更多“Gilt Ltd is a small company wi…”相关的问题

第1题

3 On 1 January 2007 Dovedale Ltd, a company with no subsidiaries, intends to purchase 65%

of the ordinary share

capital of Hira Ltd from Belgrove Ltd. Belgrove Ltd currently owns 100% of the share capital of Hira Ltd and has no

other subsidiaries. All three companies have their head offices in the UK and are UK resident.

Hira Ltd had trading losses brought forward, as at 1 April 2006, of ￡18,600 and no income or gains against which

to offset losses in the year ended 31 March 2006. In the year ending 31 March 2007 the company expects to make

further tax adjusted trading losses of ￡55,000 before deduction of capital allowances, and to have no other income

or gains. The tax written down value of Hira Ltd’s plant and machinery as at 31 March 2006 was ￡96,000 and

there will be no fixed asset additions or disposals in the year ending 31 March 2007. In the year ending 31 March

2008 a small tax adjusted trading loss is anticipated. Hira Ltd will surrender the maximum possible trading losses

to Belgrove Ltd and Dovedale Ltd.

The tax adjusted trading profit of Dovedale Ltd for the year ending 31 March 2007 is expected to be ￡875,000 and

to continue at this level in the future. The profits chargeable to corporation tax of Belgrove Ltd are expected to be

￡38,000 for the year ending 31 March 2007 and to increase in the future.

On 1 February 2007 Dovedale Ltd will sell a small office building to Hira Ltd for its market value of ￡234,000.

Dovedale Ltd purchased the building in March 2005 for ￡210,000. In October 2004 Dovedale Ltd sold a factory

for ￡277,450 making a capital gain of ￡84,217. A claim was made to roll over the gain on the sale of the factory

against the acquisition cost of the office building.

On 1 April 2007 Dovedale Ltd intends to acquire the whole of the ordinary share capital of Atapo Inc, an unquoted

company resident in the country of Morovia. Atapo Inc sells components to Dovedale Ltd as well as to other

companies in Morovia and around the world.

It is estimated that Atapo Inc will make a profit before tax of ￡160,000 in the year ending 31 March 2008 and will

pay a dividend to Dovedale Ltd of ￡105,000. It can be assumed that Atapo Inc’s taxable profits are equal to its profit

before tax. The rate of corporation tax in Morovia is 9%. There is a withholding tax of 3% on dividends paid to

non-Morovian resident shareholders. There is no double tax agreement between the UK and Morovia.

Required:

(a) Advise Belgrove Ltd of any capital gains that may arise as a result of the sale of the shares in Hira Ltd. You

are not required to calculate any capital gains in this part of the question. (4 marks)

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第2题

5 （a) Carver Ltd was incorporated and began trading in August 2002. It is a close company

5 (a) Carver Ltd was incorporated and began trading in August 2002. It is a close company with no associated

companies. It has always prepared accounts to 31 December and will continue to do so in the future.

It has been decided that Carver Ltd will sell its business as a going concern to Blade Ltd, an unconnected

company, on 31 July 2007. Its premises and goodwill will be sold for ￡2,135,000 and ￡290,000 respectively

and its machinery and equipment for ￡187,000. The premises, which do not constitute an industrial building,

were acquired on 1 August 2002 for ￡1,808,000 and the goodwill has been generated internally by the

company. The machinery and equipment cost ￡294,000; no one item will be sold for more than its original cost.

The tax adjusted trading profit of Carver Ltd in 2007, before taking account of both capital allowances and the

sale of the business assets, is expected to be ￡81,000. The balance on the plant and machinery pool for the

purposes of capital allowances as at 31 December 2006 was ￡231,500. Machinery costing ￡38,000 was

purchased on 1 March 2007. Carver Ltd is classified as a small company for the purposes of capital allowances.

On 1 August 2007, the proceeds from the sale of the business will be invested in either an office building or a

portfolio of UK quoted company shares, as follows:

Office building

The office building would be acquired for ￡3,100,000; the vendor is not registered for value added tax (VAT).

Carver Ltd would borrow the additional funds required from a UK bank. The building is let to a number of

commercial tenants who are not connected with Carver Ltd and will pay rent, in total, of ￡54,000 per calendar

quarter, in advance, commencing on 1 August 2007. The company’s expenditure for the period from 1 August

2007 to 31 December 2007 is expected to be:

￡

Loan interest payable to UK bank 16,000

Building maintenance costs 7,500

Share portfolio

Shares would be purchased for the amount of the proceeds from the sale of the business with no need for further

loan finance. It is estimated that the share portfolio would generate dividends of ￡36,000 and capital gains, after

indexation allowance, of ￡10,000 in the period from 1 August 2007 to 31 December 2007.

All figures are stated exclusive of value added tax (VAT).

Required:

(i) Taking account of the proposed sale of the business on 31 July 2007, state with reasons the date(s) on

which Carver Ltd must submit its corporation tax return(s) for the year ending 31 December 2007.

(2 marks)

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第3题

6 Assume today’s date is 16 April 2005.Henry, aged 48, is the managing director of Happy H

6 Assume today’s date is 16 April 2005.

Henry, aged 48, is the managing director of Happy Home Ltd, an unquoted UK company specialising in interior

design. He is wealthy in his own right and is married to Helen, who is 45 years old. They have two children – Stephen,

who is 19, and Sally who is 17.

As part of his salary, Henry was given 3,000 shares in Happy Home Ltd with an option to acquire a further 10,000

shares. The options were granted on 15 July 2003, shortly after the company started trading, and were not part of

an approved share option scheme. The free shares were given to Henry on the same day.

The exercise price of the share options was set at the then market value of ￡1·00 per share. The options are not

capable of being exercised after 10 years from the date of grant. The company has been successful, and the current

value of the shares is now ￡14·00 per share. Another shareholder has offered to buy the shares at their market value,

so Henry exercised his share options on 14 April 2005 and will sell the shares next week, on 20 April 2005.

With the company growing in size, Henry wishes to recruit high quality staff, but the company lacks the funds to pay

them in cash. Henry believes that giving new employees the chance to buy shares in the company would help recruit

staff, as they could share in the growth in value of Happy Home Ltd. Henry has heard that there is a particular share

scheme that is suitable for small, fast growing companies. He would like to obtain further information on how such

a scheme would work.

Henry has accumulated substantial assets over the years. The family house is owned jointly with Helen, and is worth

￡650,000. Henry has a ￡250,000 mortgage on the house. In addition, Henry has liquid assets worth ￡340,000

and Helen has shares in quoted companies currently worth ￡125,000. Henry has no forms of insurance, and believes

he should make sure that his wealth and family are protected. He is keen to find out what options he should be

considering.

Required:

(a) (i) State how the gift of the 3,000 shares in Happy Home Ltd was taxed. (1 mark)

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第4题

（d) Explain whether or not Dovedale Ltd, Hira Ltd and Atapo Inc can register as a group fo

(d) Explain whether or not Dovedale Ltd, Hira Ltd and Atapo Inc can register as a group for the purposes of value

added tax. (3 marks)

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第5题

（iii) Advice in connection with the sale of the manufacturing premises by Tethys Ltd; （7 m

(iii) Advice in connection with the sale of the manufacturing premises by Tethys Ltd; (7 marks)

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第6题

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第7题

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第8题

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第9题

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