501 Questions and Answers for Company Directors and Company Secretaries

Overview

“Everything the Company Director or Company Secretary needs to know.”

Clearly arranged and written in a no-nonsense, jargon-free style, this book offers concise, useful and practical answers through a wide variety of ‘day to day’ business scenarios encountered by Company Directors and Company Secretaries.

A goldmine of information, it will prove indispensable not just to Company Directors, Secretaries and their support staff but also to lawyers and accountants.

“This book seeks to act as a guide through the maze of legal terminology.”

Fully up to date with the latest law including the Companies Act 2006, which comes into fruition on the 1st October 2009, this work is straightforward and accessible.

Ultimately, it will enable its readers to create savings in time and professional fees, by avoiding those costly mistakes through its ‘easy to use’ reference system.

Content

Introduction

one: Company fundamentals

Basic questions

Registration of companies

Companies limited by shares

Unlimited companies

Companies limited by guarantee

Community interest companies

Shareholder agreements

Execution of documents and the company seal

Officers of the company

two: Company registration and company constitution

Company registration

Company constitution

Memorandum of association

Company name

Place of registration and the registered office

Objects clause and authorised share capital

Basic questions about articles

Some key points from the model articles

Changes to the articles

Disclosure of statutory information

three: Directors and company secretary

Directors

Restrictions on who can be a director

De facto and shadow directors

Alternate directors

Nominee directors

Appointment

Resignation, retirement and removal

Payment, expenses and service contract

Company secretary

four: Rights and duties of directors

Rights

Directors’ general duties

Substantial property transactions

Loans

five: Statutory registers and Companies House

Statutory registers

Register of members

Register of directors

Register of directors’ residential addresses

Register of secretaries

Register of charges

Register of interests disclosed

Companies house

Filing

Access to information

six: Shares, debentures and dividends

Shares

Debentures

Dividends

seven: Listed companies and corporate governance

Listed companies

Corporate governance

eight: Resolutions and notice

Resolutions

Notice

General

Notice periods

Contents of notices

nine: Meetings

Members’ meetings

Quorum

Annual general meeting

Chairman and conduct of meetings

Voting

Board meetings

Good board meetings

Minutes

Approval and afterwards

ten: Accounts and audit

Accounts

Audit

eleven: Financial difficulties, winding-up and striking-off

Financial difficulties

Administration

Receivership

Winding-up

Order of priority in the distribution of funds

Striking-off

At the instigation of the registrar

Author

Roger Mason

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, 501 Questions and Answers for Company Directors and Company Secretaries and The Complete Guide to Debt Recovery.