Offshore Trust and Company Administration

Transcription

1 Subject no. 54 iploma in Offshore Finance and dministration Offshore Trust and ompany dministration June 2015 Thursday morning, 4 June 2015 Time allowed: 3 hours o not open this examination paper until the presiding officer or an invigilator tells you to. You must not take this paper out of the examination room. This examination paper is divided into three sections. You must attempt all parts of Question 1 in Section, all questions in Section, and two questions only in Section. Section carries 10 marks (1 mark for each part of Question 1). Section carries 40 marks (4 marks for each question). Questions in Section each carry 25 marks. You should allow yourself approximately 20 minutes in total to answer the questions in Section, 70 minutes in total to answer the questions in Section and 45 minutes for each of the questions attempted in Section. Note: Unless otherwise specified, you should assume that an ct or an organisation referred to in the questions is a UK ct or organisation. IS, 2015 Page 1 of 5

2 Section nswer all parts of Question 1. Select only one of the options,, or for each part. 1 (i) n unqualified auditor s report is where: The auditor refuses to provide an opinion. There may be some differences of opinion. Everything has been agreed. The auditor believes the financial statements to be materially mis-stated. (ii) Which one of the following matters would not be decided at a trustees meeting? doption of the common seal. cceptance of additional assets. ppointment of bankers. pproval of granting a loan to a beneficiary. (iii) The term veil of incorporation signifies that a company: Has its own articles of association instead of adopting model articles. May issue ordinary shares only. Has its own legal personality separate from that of its owners and directors. Is the corporate equivalent of a sham trust. (iv) Which of the following examples could be a possible breach of trust when taking over an existing trust? Treating all beneficiaries impartially. Obtaining a new Letter of Wishes from the settlor. Identifying pending future litigation. Not checking and becoming acquainted with the existing trust documentation. (v) Which one of the following statements is true? hybrid company is subject to the rule against perpetuities. hybrid company cannot be used for trading purposes. hybrid company can be set up in the UK. hybrid company can have more than two classes of members. IS, 2015 Page 2 of 5

3 (vi) The class closing rule related to which one of the following cases? Re enleys Trust eed (1969) Schmidt v Rosewood Trust Ltd (2003) ndrews v Partington (1791) Learoyd v Whiteley (1887) (vii) Which one of the following could be declared a voidable trust? trust where the assets have not yet been received by the trustee but they will receive them shortly. trust constituted three years ago and the trustee being advised now that the assets are illegal. The settlor not being permitted to seek independent advice. trust where it has been discovered that the trust is contrary to the public good. (viii) Which of the following sections under the ompanies ct 2006 ( 2006) provides that a director of a company must exercise independent judgement? Section 172 Section 173 Section 174 Section 175 (ix) enjamin order is: court order preventing assets leaving the jurisdiction. court order permitting inspection of documentation. n order by the court preventing the defendant from destroying or removing documentation. n order by the court for the distribution of assets when it is uncertain whether a beneficiary is alive. (x) Which type of information will probably not be included in the register of secretaries? Residential address. ny previous names. ate of birth. ate of appointment. (Total: 10 marks) IS, 2015 Page 3 of 5

4 Section nswer all ten questions. 2 With reference to the model articles, describe how directors of a private limited company (not the first directors) are usually appointed, and when the appointments are usually confirmed. 3 Explain Prohibitory Injunctions. 4 Identify four ways in which an auditor can be appointed for an offshore company. 5 Explain the expected compliance function of an offshore services provider. 6 Explain why services providers in well-regarded offshore jurisdictions are required to maintain accurate and up-to-date record keeping. 7 Give two reasons why administrators should examine any relevant taxation advice received from a potential new client. 8 Ignoring the appointment of directors and directors powers and responsibilities, identify eight clauses that can be found in the model articles of a private limited company. 9 Explain the tipping off offence. 10 Identify the two categories of a resulting trust and briefly explain one of these categories. 11 Explain what a withholding tax is. (Total: 40 marks) IS, 2015 Page 4 of 5

5 Section nswer two questions only. 12 (a) Part 1 of the Trustee ct 2000 sets out the principle that a trustee has a general duty of care towards beneficiaries. iscuss this principle, referring to trust cases to support your answer. (18 marks) (b) Explain the concealing offence, relating to money laundering in the UK. (7 marks) (Total: 25 marks) 13 Identify the matters which are included in a periodic review checklist undertaken by offshore services providers. (25 marks) 14 (a) You work for a trustee-services provider ( TSP ). Identify the TSP s requirements and the practical procedures it should follow when terminating a trust. (15 marks) (b) Explain the usual procedure for voluntary member s liquidation of an offshore non-trading company. (10 marks) (Total: 25 marks) The scenarios included here are entirely fictional. ny resemblance of the information in the scenarios to real persons or organisations, actual or perceived, is purely coincidental. IS, 2015 Page 5 of 5

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