Hard2 marksMultiple Choice

ACCA · Question 54 · Syllabus D: The formation and constitution of business organisations

Scenario: EcoHabitat, a group of environmentalists, wants to form a corporate entity to buy land for conservation. They want limited liability but do not intend to distribute profits. They are considering a company limited by guarantee. During the pre-incorporation phase, one of the founders, Leo, signed a contract for office space in the name of 'EcoHabitat Ltd'.

If EcoHabitat registers as a private company limited by guarantee, must it include 'Limited' or 'Ltd' in its name?

Answer options:

A.

Yes, all private companies must use 'Limited' or 'Ltd' without exception.

B.

No, it can apply for an exemption from using 'Limited' if its objects are the promotion of commerce, art, science, education, religion, charity or any profession, and its profits are applied to its objects.

C.

No, companies limited by guarantee are never allowed to use 'Limited'.

D.

Yes, but only if it intends to trade internationally.

How to approach this question

Identify the exception to the rule requiring limited companies to state their limited liability status in their name.

Full Answer

B.No, it can apply for an exemption from using 'Limited' if its objects are the promotion of commerce, art, science, education, religion, charity or any profession, and its profits are applied to its objects.✓ Correct
Generally, a private limited company must end its name with 'Limited' or 'Ltd' to warn third parties of its limited liability status. However, s.60 of the Companies Act 2006 allows a company limited by guarantee to omit this word if its objects are charitable/promotional (e.g., science, art, religion) and its articles require all income to be spent on those objects and prohibit the payment of dividends.

Common mistakes

Assuming the 'Limited' suffix is an absolute requirement for every single incorporated entity.

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