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Marco is a wine merchant and has until now operated as a sole trader. He is interested in buying his own vineyard in France. However,
Marco is a wine merchant and has until now operated as a sole trader. He is interested in buying his own vineyard in France. However, he has heard that this is a risky business and is very concerned to protect his family from business failure as much as possible. To this end, he decided to form a company. He is the only director and shareholder and the wine business was transferred at full market value (250,000). Marco taking 10,000 ordinary shares at 1 each, and agreeing to leave the balance outstanding by way of loan, secured by way of fixed and floating charge over the company's premises and stock in the UK. Marco has told all his suppliers that the company is solvent and so they have been happy to continue doing business with him, notwithstanding the change of business medium. In the event that things go wrong in France and that the company fails Helen and Vedanta are directors of 'Exotic Lotus Limited', a wellbeing and herbal medicines business. The shareholders of the company are Helen (holding 70%), Vedanta (20%) and Fatima (10%). Helen and Vedanta have been very keen on developing relationships with the various chemists and pharmacies in their locality. Unfortunately, they have been rather slow in calling in debts owed for goods supplied months ago. They have taken the unusual decision of writing off certain debts owed to the company, on the basis that they would not wish to sour future business relationships with those clients. Fatima has been receiving lower and lower dividend payments recently and is furious now that she has learned about the directors' decision not to chase certain outstanding debts. Question 3 Critically analyse the significance of the articles of association and the grounds upon which these can be amended. Total [40 marks]
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