Companies - their administration and governance - overview/issues

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This seminar should be of interest to those who become involved in the management of a body corporate, whether as a director, secretary or manager, and wish to learn about their roles and responsibilities, the legal status of a company, and the legal formalities with which a company must comply.

 The seminar covers the following topics:

  • Constitution of a Company
    • Public or private? (ie. plc or limited)
    • Memorandum & Articles of Association
    • Companies Act 2006 – from October 2009 – the “single constitution”
  • “The Officers” – who are they?
    • Board of directors
    • Secretary
    • Auditors
  • The Shareholders
    • “Registered members”
    • Entitlements to information?
    • What can they do – by votes/resolution?
  • Share capital
    • Different kinds of shares – eg. ordinary, preference
    • Authorised share capital (Companies Act 2006 – abolished from October 2009)
    • “Maintenance of capital”
    • Dividends/distributions
  • Administration of a Company
    • Keeping statutory books
    • Annual Returns and other filings at Companies Registry
    • The Annual General Meeting
    • Convening directors’ meetings
    • Convening shareholders’ meetings/using the written resolution procedure
    • “Electronic communications” (with shareholders) – under Companies Act 2006
    • Company identification
  • Directors’ duties and responsibilities (NB. Companies Act 2006 = new law!)
    • Statutory statement of duties – what are these?
    • “Promote success” – the new s.172 duty
    • Duties owed to Company
    • Responsibility/liability for Reports
    • What is a “conflict of interest”?
    • Prohibitions/restrictions on transactions with directors
    • Risks for directors if Company “insolvent”
  • Mechanics of buying and selling a Company

 For more details on contact David Strachan on 0113 220 6278 or email This e-mail address is being protected from spambots. You need JavaScript enabled to view it