Company secretarial resources

Contents

General—current hot topics

Company incorporation and constitution

Company administration

Directors and company secretaries

Corporate governance

Members’ meetings and resolutions

Share capital

Audit and auditors

Accounts and reports

Listed company compliance

Trend reports

Useful resources

General—current hot topics

The following are some of the topical items which company secretarial users may need to consult on a regular basis:

1. •

   Corporate horizon scanning—2021 and beyond

2. •

   Corporate governance horizon scanning—2021 and beyond

3. •

   Case tracker—2021—Corporate

4. •

   The effect of Brexit on UK company law

5. •

   Brexit legislation tracker

6. •

   Coronavirus (COVID-19)—key issues for Corporate lawyers

7. •

   Corporate—new starter guide

Company incorporation and constitution

The following content will assist users locate information relating to the setting up of a company (or tailoring of a shelf company), including the drafting of first board minutes, the appointment of directors and company secretaries, the choice and registration of a company name, and the allotment of subscriber shares:

1. •

   Company incorporation and constitution—overview

2. •

   Incorporating a company

3. •

   Tailoring a shelf company

4. •

   Incorporating a limited company—fundamentals

Similarly, the following content relates to the constitution of a company:

1. •

   Company constitution—fundamentals

2. •

   A company’s constitution

3. •

   Breaching the articles of association, and

4. •

   Amending the articles of association

As well as the standard Model Articles, numerous constitutional templates and bespoke clauses are available, of which the following are just a selection:

1. •

   Articles of association—private limited company

2. •

   Articles of association—subsidiary—private limited company

3. •

   Articles of association—private company limited by guarantee

4. •

   Articles of association—public company

5. •

   Articles of association—listed company

Company administration

All aspects of company administration are available within Lexis®PSL, including Practice Notes, Precedents, Forms and Checklists relating to company filings, the registration of company charges, maintaining statutory and non-statutory registers (including the people with significant control (PSC) register) and completion of the annual confirmation statement:

1. •

   Company admin—overview

2. •

   Companies House filing procedures

3. •

   Registration of company charges

4. •

   Company records—a company's statutory registers

5. •

   Company records—a company's non-statutory registers

6. •

   PSC register—fundamentals

7. •

   PSC register—the people with significant control regime

8. •

   A company's confirmation statement

Directors and company secretaries

This subtopic contains information on the appointment, retirement, removal and resignation of the main company officers, directors’ service contracts and remuneration, powers, duties and liabilities of directors and transactions with directors (requiring the approval of the members):

1. •

   Directors and company secretaries—overview

2. •

   Appointment, retirement and resignation of a director

3. •

   Removal of a director

4. •

   Appointment of a company secretary

5. •

   Removal of a company secretary

6. •

   Company secretary—role, responsibilities and liabilities

7. •

   Directors’ long term service contracts

8. •

   Directors’ service contracts—retention, copying and inspection

9. •

   Directors' duties—a quick guide

10. •

    Directors and criminal liability

11. •

    Loans to directors, connected persons and related arrangements—requirement to obtain members’ approval

12. •

    Substantial property transactions—requirement to obtain members’ approval

13. •

    Payments for a director’s loss of office

Corporate governance

As well as substantial content and commentary on the UK Corporate Governance Code, users will find details of corporate governance regimes and developments for all types and sizes of companies. Content is organised according to the key areas of risk management and internal control, leadership and effectiveness, relations with shareholders, director remuneration and environment, social and governance (ESG) issues:

1. •

   Corporate governance—overview

2. •

   An introduction to corporate governance for in-house lawyers

3. •

   Company secretary (listed): governance and risk

4. •

   Corporate governance horizon scanning—2021 and beyond

5. •

   The UK Corporate Governance Code

6. •

   The Quoted Companies Alliance (QCA) Corporate Governance Code

7. •

   Corporate governance for private companies

Members’ meetings and resolutions

Related to the nature of membership and the calling and holding of general meetings and annual general meetings (AGMs) customers will find substantive information on communications to and from a company, the rights of indirect shareholders, the protection of minority shareholders and members’ rights, notice requirements for meetings, appointing proxies, corporate representatives, quorum and voting, and a deep bank of Precedent resolutions covering all aspects of shareholder resolutions (including written resolutions):

1. •

   Coronavirus (COVID-19)—holding general meetings and AGMs

2. •

   Calling a general meeting—overview

3. •

   Calling a general meeting—fundamentals

4. •

   Holding a general meeting—overview

5. •

   Holding a general meeting—fundamentals

6. •

   Resolutions—overview

7. •

   Communications with members—overview

8. •

   Nature of membership—overview

Share capital

The share capital topic maintained by the Corporate practice area contains a broad and deep bank of knowledge covering all aspects of maintenance of share capital, share transfers, allotment and pre-emption rights, dividends and distributions, buy-backs and reductions of capital:

1. •

   Maintenance of capital—overview

2. •

   Share transfers—overview

3. •

   Allotment, issue and pre-emption—overview

4. •

   Share allotment, issue and pre-emption—fundamentals

5. •

   Dividends and distributions—overview

6. •

   Alteration of share capital—overview

7. •

   Reduction of capital—overview

8. •

   Share buybacks—overview

9. •

   Redemption of shares—overview

Audit and auditors

The field of audit can be a complicated area to navigate given the numerous items of regulation and guidance from several domestic and overseas organisations. The following documents may be viewed as entry point notes with links to much more detailed information and commentary on all aspects of the requirement to audit company accounts and the appointment of an auditor:

1. •

   Audit—fundamentals

2. •

   Audit legislation and consultations tracker

3. •

   The requirement to audit accounts

4. •

   Appointment of an auditor

5. •

   An auditor’s terms of appointment and remuneration

6. •

   Removal or resignation of an auditor

7. •

   An auditor’s duties and rights

Accounts and reports

The following content will assist users navigate the content covering all aspects of the statutory reporting framework (including the micro-entities, small companies and medium-sized companies regimes), the specific content requirements of the annual report, directors’ responsibility statements and all the financial reporting obligations of a company and its directors (including accounting records, the publication and laying of accounts, and the filing and revision of defective accounts):

1. •

   Accounts and reports—fundamentals

2. •

   The statutory regime—overview

3. •

   Specific content requirements—overview

4. •

   Financial reporting obligations of a company and its directors

5. •

   Accounting records

6. •

   Filing of company’s accounts and reports

Listed company compliance

This subtopic contains a broad selection of content for the directors, company secretary and advisors of listed companies, including corporate governance considerations, the listing regime and continuing obligations (including the AIM regime).

This subtopic also includes a number of Resource Notes which highlight the relevant commentary, analysis and resources to assist with the interpretation of, and provide practical guidance on the application of, the Listing Rules, the Disclosure Guidance and Transparency Rules,

Contents

General—current hot topics

Company incorporation and constitution

Company administration

Directors and company secretaries

Corporate governance

Members’ meetings and resolutions

Share capital

Audit and auditors

Accounts and reports

Listed company compliance

Trend reports

Useful resources

General—current hot topics

The following are some of the topical items which company secretarial users may need to consult on a regular basis:

1. •

   Corporate horizon scanning—2021 and beyond

2. •

   Corporate governance horizon scanning—2021 and beyond

3. •

   Case tracker—2021—Corporate

4. •

   The effect of Brexit on UK company law

5. •

   Brexit legislation tracker

6. •

   Coronavirus (COVID-19)—key issues for Corporate lawyers

7. •

   Corporate—new starter guide

Company incorporation and constitution

The following content will assist users locate information relating to the setting up of a company (or tailoring of a shelf company), including the drafting of first board minutes, the appointment of directors and company secretaries, the choice and registration of a company name, and the allotment of subscriber shares:

1. •

   Company incorporation and constitution—overview

2. •

   Incorporating

Contents

General—current hot topics

Company incorporation and constitution

Company administration

Directors and company secretaries

Corporate governance

Members’ meetings and resolutions

Share capital

Audit and auditors

Accounts and reports

Listed company compliance

Trend reports

Useful resources

General—current hot topics

The following are some of the topical items which company secretarial users may need to consult on a regular basis:

1. •

   Corporate horizon scanning—2021 and beyond

2. •

   Corporate governance horizon scanning—2021 and beyond

3. •

   Case tracker—2021—Corporate

4. •

   The effect of Brexit on UK company law

5. •

   Brexit legislation tracker

6. •

   Coronavirus (COVID-19)—key issues for Corporate lawyers

7. •

   Corporate—new starter guide

Company incorporation and constitution

The following content will assist users locate information relating to the setting up of a company (or tailoring of a shelf company), including the drafting of first board minutes, the appointment of directors and company secretaries, the choice and registration of a company name, and the allotment of subscriber shares:

1. •

   Company incorporation and constitution—overview

2. •

   Incorporating