Company Secretarial Practice

Vol 1: Registration and re-registration of companies: general; registration of companies; memorandum of association; articles of association; re-registration of companies; precedents. Capital: alterations to capital; application and allotment; statutory restrictions on allotment; payment for shares; calls and instalments on shares; warrants and subscription rights; capitalization issues; precedents. Public issues: advisors on an issues; the Stock Exchange unlisted securities market; the Stock Exchange alternative investment market; the Stock Exchange as a secondary market; programme for a public issue of listed securities; precedents. Register of members: share certificates; bearer share warrants; designated accounts and joint accounts; share transfers; stock exchange transactions; forged transfers; transmission and registration of documents generally; English companies and documents; Scottish companies and documents; precedents. Dividends. Debentures and loan stock. Redemption and repurchase of shares and loan stock: redeeemable shares; reemption of loan stocks and debentures; purchase of own shares; precedents. Vol 2: Directors: appointment, retirement and removal formalities and remuneration; duties and powers; transactions with directors and other interests of directors; insider dealing; precedents. Secretary: appointment and authority; statutory registers; annual return and other forms; responsibilities regarding meetings and minute books; seal and authentication of documents; retention of records and microfilming; precedents. Auditors. Accounts, reports and circulars: preparing, laying and delivering accounts; content of accounts; accounting exemptions; directors' and auditors' reports; disclosure rules for transactions with directors; accounts for oversea, listed and unregistered companies; circulars and other notifications; precedents. Meetings: meetings of directors and committees; general meetings; duties of secretary relating to annual general meetings; miscellaneous matters; voting, proxies and polls elective regime; precedents. Take-overs and mergers. Receivers: administration order; receiverships; company voluntary arrangements; precedents. Winding-up. Secretarial practice notes.