Butterworths Company Secretarial Procedures and Precedents

Part 1 Incorporation: commentary - public and private companies, company limited by guarantee, unlimited company, tailor made, shelf or same day; procedure - registration of a company limited by shares; precedents. Part 2 Capital: commentary; procedure - A) shares - increase in authorized share capital, consolidation of shares, sub-division of shares, conversion of shares into stock, cancellation of shares, reduction of capital, serious loss of capital (public company only), variation of rights, application and allotment, takeovers, mergers and acquisitions, distribution in specie, calls and instalments, forfeiture, share options and incentives, transfer of shares, transmission of shares on death, transmission of shares on bankruptcy, nominees, purchase and redemption of shares, financial assistance for acquisition of own shares; B) loans and borrowings; precedents. Part 3 General administration: commentary; procedure - single member private limited companies, European Economic interest groupings ("EEIGs"), branch registration, exemption from using the word "limited" in a company name, business names, change of name, change of registered office, change in objects, alteration to articles of association, re-registration, dividends, shareholder agreements; precedents. Part 4 Meetings: commentary; procedure - board meetings, resolutions in writing (directors), committees of the board, annual general meetings, extraordinary general meetings, class meetings, notice of meetings, resolutions, written resolutions (private companies only), requisitions by members; precedents. Part 5 Directors, secretary and auditors: commentary - directors, secretary, auditors; procedure - A) directors - appointment, alternate directors, service contracts, retirement in accordance with the articles of association, cessation of appointment, termination of appointment, C) auditors - appointment, appointment of first auditor, election to reappoint auditors annually, resignation of auditors, removal of auditors; precedents. Part 6 Accounts: commentary; procedure - accounting reference periods, preparation, approval, circulation and laying of accounts, content of accounts, accounting exemptions; precedents. Part 7 Secretarial administration: commentary; procedure - annual return, execution of documents, authentication of documents, maintenance of company register, requisition of information regarding interests in shares (public company only), validation/ratification of acts, lodgment of erroneous documents at Companies House, dissolution/striking off, restoration, miscellaneous precedents; precedents.