Company Law and Regulatory Compliance
Foundations of company law
Candidates must understand the company as a separate legal person, limited liability, corporate capacity, and the division between shareholders and directors. Know the constitution (articles/memorandum), how it binds the company and members, and how it can be altered. Understand share capital concepts - issued versus authorised, par value, dividends, and capital maintenance - because questions often test whether a distribution is lawful.
Directors' duties
Be able to state and apply the core duties: act within powers, promote the success of the company, exercise independent judgment, exercise reasonable care and skill, avoid conflicts, decline secret profits, and declare interests in proposed transactions. A frequent trap is confusing the duty to promote success (subjective plus objective test) with a duty to maximise short-term profit - it is not the same.
Compliance obligations
Understand filing and disclosure duties: annual returns/confirmation statements, registers of members and directors, beneficial ownership registers, and notification of significant changes. Know the consequences of late or non-filing, and the personal liability that can attach to officers.
Worked example
A director votes on a contract in which her spouse's firm is interested, without declaring it. The contract may be voidable at the company's instance, the director may have to account for any benefit, and the director breaches the conflict and declaration duties - even if the terms were fair. Rule of thumb: process failures are judged independently of commercial fairness.