Successful Company Secretarial Administration

The Successful Company Secretarial Administration course will cover:

• Successful Company Secretarial Administration
  • Module 1 - The Role
    • The Position of Company Secretary
      • Introduction
      • Who may hold the position of company secretary in a public company?
      • Who may hold the position of company secretary in a private company?
      • Appointment and removal of the company secretary
      • The company secretary as an officer of the company
      • The minimum duties of the company secretary
      • Other duties of the company secretary
      • Steps that a company secretary should take immediately following appointment
      • The different types of company
      • Key differences between public companies and private companies
    • Directors
      • Introduction
      • What makes a person a director?
      • Number of directors
      • Restrictions and qualifications relating to appointment
      • Shadow directors
      • Appointment of directors
      • Termination of directors appointments
      • Company secretary's responsibilities on appointment or termination of a director
      • Directors as the officers of the company
      • Transactions with directors requiring the approval of members
      • Rights of directors
      • Responsibilities of directors
      • Directors' general duties
      • Directors' responsibilities when they believe that the company may have financial difficulties
      • Authorisation of a director's conflict of interest
      • Rights and duties concerning members' meetings
    • The statutory registers and execution of documents
      • Introduction
      • The form in which the statutory registers may be kept
      • Protection for directors' residential addresses and other persons' residential addresses
      • The statutory registers
      • Register of members
      • Register of directors
      • Register of directors’ residential addresses
      • Register of secretaries
      • Register of people with significant control
      • Register of charges
      • Register of interests disclosed
      • Register of debenture holders
      • Improper use of the register of members
      • Location, inspection and copies of the statutory registers
      • Fees permitted for inspection and copies
      • Registration of charges at Companies House
      • Execution of documents
      • Company seal
    • Module 1 - Self-Assessment
  • Module 2 - Everything you need to know about shares
    • Dividends and interest payments
      • Introduction
      • Funds available for payment of dividends and interest
      • The significance of different classes of share
      • Procedure for declaration and payment of dividends
      • Dividends warrants and tax vouchers
      • Scrip dividends
    • Share capital and shareholders
      • Introduction
      • Authorised share capital
      • Issued share capital
      • Different classes of share
      • Instalments and calls
      • Serious loss of capital by a public company
      • Nominee shareholders
      • The position of minors
      • The rights of indirect investors
    • The issue of shares and the reduction of share capital
      • Introduction
      • Procedures for the issue of shares for cash
      • Procedures for the issue of shares for non-cash consideration
      • The issue of shares at a premium
      • General prohibition of commissions, discounts and allowances
      • Pre-emption rights
      • Financial assistance and acquisition of a company's shares
      • Reduction of share captial
      • Acquisition by a company of its own shares
    • Debentures and loan stock
      • Introduction
      • Definitions and brief descriptions
      • Power to issue debentures
      • Fixed and floating charges
      • Transferability and stamp duty
      • Trustees
      • Trust deed
      • Registration of charges
    • Transfer and Transmission of Shares
      • Introduction
      • Transfer of shares
      • CREST in outline
      • Forged transfers
      • Bearer shares
      • Transmission of shares
      • Share certificates
      • Stamp duty
      • Sample J30 Stock Transfer Form
    • Module 2 - Self-Assesment
  • Module 3 - The Mem and Arts and When a Company Goes Down
    • Articles and the Company Constitution
      • Introduction
      • The constitution
      • Companies registered before 1st October 2009
      • The memorandum of association
      • Company name and alteration of the company name
      • Object clauses
      • Authorised share capital
      • The registered office and the place of registration
      • Disclosure of company information
      • Articles - Key points
      • The default provision
      • Model articles
      • Changes to the articles and entrenchment of articles
    • Receivership and administration
      • Introduction
      • Receivership
      • The concept of administration
      • The appointment of an administrator
      • Ground for obtaining and purposes of, an administration order
      • Effects of administration
      • The early stages of administration
      • The later stages and conclusion of administration
    • Winding up and striking off
      • Introduction
      • Members' voluntary winding up
      • Creditors' voluntary winding up
      • Winding up by the court
      • Order of priority in the distribution of funds
      • Licensed Insolvency Practitioners
      • Striking off at the instigation of the registrar
      • Restoration to the register
      • Striking off following an application by the company
    • Module 3 - Self-assessment
  • Module 4 - Rules and best practice for governing meetings
    • General meetings and members' resolutions
      • Introduction
      • Annual general meetings
      • General meetings
      • Resolutions and notice of resolutions
      • Written resolutions
      • Convening and requisitioning of meetings
      • Period of notice and entitlement to receive notice
      • Electronic communication with members
      • Details and content of notice
      • Quorum
      • Adjournment
      • The chairman
      • Proxies
      • Voting
      • Minutes and written records of resolutions and decisions
      • Electronic general meetings
      • Single-member companies
      • The common law doctrine of informal corporate acts
    • Board meetings and the way that directors make decisions
      • Introduction
      • The calling of board meetings and due notice
      • Directors set their own rules
      • The majority decides
      • Electronic board meetings
      • Written resolutions and unanimous decisions without a meeting
      • Committee and other meetings
      • The chairman
      • Quorum
      • Directors' interests
      • Minutes and written records of resolutions and decisions
      • A deficiency in the number of directors
    • Module 4 - Self-assessment
  • Module 5 - Dealing with Companies House
    • The confirmation statement
      • Introduction
      • The demise of the annual return
      • Advantages and disadvantages of the adoption of the confirmation statement
      • Filing period
      • Reminders and filing fee
      • The wording of the confirmation statement (form CS01)
      • Parts 1 to 5 - changes to company information
    • Dealing with Companies House
      • Introduction
      • What must be filed at Companies House
      • The requirement to file accounts
      • The requirement to file forms
      • The requirement to file resolutions
      • Methods of filing
      • Quality of documents filed at Companies House
      • Penalties and prosecutions in connection with late and non-filing
      • Companies House Anti-Hijacking Service (PROOF)
      • Obtaining information from Companies House
      • Companies House contact details
    • Appendix
      • Appendix download
    • Module 5 - Self-assessment
  • Module 6 - Understanding Employment Law/HR Issues
    • Contract
      • Introduction
      • Commentary
      • Wording
      • Draft Contract of Employment for full-time permanent employee paid monthly
      • Employment for full-time permanent employee paid weekly
      • Administration
    • Dismissal
      • Introduction
      • Commentary
      • The ACAS disciplinary code
      • Pre-dismissal checklist
      • Demotion
      • ‘Red circling’ (or ‘ring-fencing’)
      • Withdrawal of benefits
      • Employee agreement
      • Summary dismissal
      • Authority
    • Constructive Dismissal
      • Introduction
      • Commentary
      • Waiting too long
      • Reaction not action
      • Warnings
    • Redundancy
      • Introduction
      • Alternatives to redundancy
      • Effecting redundancy
      • Policy
      • Proving a genuine redundancy
      • Consult
      • Payment
      • Selection
      • Alternative work
      • Notice
      • Official notification
      • Time off
      • ACAS advice
      • Trial periods
      • References
      • Redundancy checklist
    • Termination agreements
      • Introduction
      • Compromise agreements (CA)
      • Settlement agreements (SE)
      • Non-disclosure agreements (NDA)
    • Termination checklist
      • Introduction
      • Resignations
      • Action to terminate
      • Termination interview
      • Enforced termination
    • National Minimum/ Living Wage
      • Introduction
      • Implementation
      • Coverage
      • Hours covered
      • Exceptions
      • Record keeping
      • Sanctions
      • Types of work
      • Calculation of hourly rate
      • Records
    • Wage payment
      • Introduction
      • The system
      • Making payment
      • Credit transfer
      • Allowed deductions
      • Authority
      • Recoveries
      • Overpayments
      • Attachment of Earnings Orders
      • Deduction from Earnings Orders
      • Illegal overpayments
    • Loans
      • Introduction
      • Commentary
      • Repayment authority
      • Training loans
      • Graduate loans
      • Directors’ loans
    • Data Protection
      • Introduction
      • Commentary
      • The eight principles
      • Implementation
    • Expenses
      • Introduction
      • Commentary
      • Procedure
      • Cash floats
      • Controlling hours
      • Fraudulent claims
      • Example of Vehicle Expense Form
      • Taxation
      • Bribery
    • Preservation of Records
      • Introduction
      • Retrieval and reference
      • Miniaturised records
      • Storage and protection
      • Employment records
      • General employment data
      • Insurance data
    • Module 6 - Self-assessment
  • Final Assessment
  • Course Evaluation

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