This new edition is fully up-to-date with all the latest law and practice. An expert and accessible guide to the complex duties, rights and responsibilities of this crucial role, packed with valuable checklists, summaries and do’s and don’ts.
The first edition of this Guide was published in 1999 and subsequent editions have regularly updated it to take account of the flow of new legislation, regulations and other changes. This tenth edition of the Guide is particularly needed because many of the most important provisions of the Small Business, Enterprise and Employment Act have now taken effect. They include the new register of people with significant control and the replacement of the annual return with the confirmation statement. Other important changes affect (but are not limited to) director disputes concerning the registered office and the option of private companies to keep their statutory registers at Companies House.
This edition includes a new chapter on the confirmation statement and the other changes are comprehensively covered. The completely new register of people with significant control is explained. It is compulsory for all but a handful of listed public companies. All private companies and unlisted public companies must keep it, and this includes dormant companies and companies limited by guarantee. Entries are required even if no-one has significant control.
1 The position of the company secretary
3 The statutory registers and execution of documents
4 Accounts and auditors
5 Dividends and interest payments
6 Share capital and shareholders
7 The issue of shares and the reduction of share capital
8 Debentures and loan stock
9 Articles and the company constitution
10 General meetings and members’ resolutions
11 Board meetings and the way that directors make decisions
12 Transfer and transmission of shares
13 Receivership and administration
14 Winding up and striking off
15 The annual return
16 Dealing with Companies House
17 Corporate Governance
18 The history of companies and the development of company law
19 The small business, enterprise and employment Act
** Companies (Tables A to F) Regulations 1985 as amended by SI 2007/2541 and SI 2007/2826:Table A
** Companies (Tables A to F) Regulations 1985 as amended by SI 2007/2541 and SI 2007/2826:Table C
** Schedule 1 Model articles for private companies limited by shares
** Schedule 2 Model articles for private companies limited by guarantee
** List of statutory forms issued by Companies House
Roger Mason is a Chartered Secretary and a Chartered Certified Accountant, and a highly experienced company director and company secretary. His career has included periods with the Ford Motor Company and ITC Entertainment Ltd, as well as 14 years as Financial Director and Company Secretary of a leading greetings card company.
Roger now presents seminars on company law, the duties of directors, the duties of company secretaries and on financial topics. He has written 16 books. His books for Thorogood include The Company Secretary’s Desktop Guide (now in its fNinth edition), 501 Questions and Answers for Company Directors and Company Secretaries (now in its second edition) and The Complete Guide to Debt Recovery.