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The role of a company secretary is not prescribed by the Companies Act 2006 but will usually involve: maintaining the company's records and registers, filing documents with Companies House and running the agenda for and taking minutes of board and members' meetings.
The Companies Act 2006 requires public companies to have a company secretary.
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Reviewing board minutes鈥攃hecklist STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received Royal Assent on 26 October 2023. ECCTA 2023, Pt 1 contains a substantive package of proposals enhancing the role of Companies House and increasing the transparency of UK corporate entities. The provisions of the ECCTA 2023 come into force over an extended period. Many of the provisions in the legislation require detailed secondary legislation and guidance, and the construction of new technical processes and tools to implement the reforms. For more information, see Practice Notes: The Economic Crime and Corporate Transparency Act 2023鈥攚hat Banking & Finance lawyers need to know, The Economic Crime and Corporate Transparency Act 2023鈥攖racker and Corporate transparency reform鈥攃hanges to company registers. Board minutes As part of the pre-completion process and satisfaction of the conditions precedent, lawyers acting for a lender in a typical financial transaction need to review the board minutes of the borrower, guarantor and any security provider. Following a board meeting of a company, the directors must...
Leasing or buying from a liquidator (Scotland)鈥攃hecklist Title Compulsory liquidation The title deeds should include: 鈥 a certified true copy of the interlocutor ordering the winding up of the company and appointing the liquidator 鈥 certified copies of either: 鈼 the resolution passed at the creditors' meeting appointing the liquidator; or 鈼 the resolution passed at the contributories鈥 meeting appointing the liquidator together with a certificate issued by or on behalf of the liquidator that a creditors meeting was duly held and either confirmed the contributories鈥 appointment or did not pass a resolution nominating a liquidator, or 鈼 the court鈥檚 order appointing the liquidator under either: 鈥 section 139(4) of the Insolvency Act 1986 (IA 1986), (overruling the creditors鈥 appointment, which otherwise takes precedence over any appointment contained in the winding up resolution鈥攕ee IA 1986, s 139(3)), or 鈥 IA 1986, s 140 (for any winding-up following administration or voluntary arrangement) Creditors鈥 voluntary liquidation The title deeds should include: 鈥 a certified copy of the winding up resolution passed at...
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This Practice Note focuses on how a company secretary of a public company or a private company may be appointed. It does not discuss how a company secretary of a public company or a private company may resign or be removed, as to which see Practice Notes: Resignation of a company secretary and Removal of a company secretary.The role of a company secretaryThe role and specific duties of a company secretary are not prescribed by the Companies Act 2006 (CA 2006) and will usually be governed by the secretary鈥檚 contract of employment. In general, a company secretary鈥檚 role will encompass, among other things:鈥he maintenance of the company鈥檚 records and registers, both statutory and non-statutory鈥unning the agenda for, and taking minutes of, board meetings and members' meetings, and鈥iling documents with Companies House, as required by statuteCA 2006 permits the same person to act as both a director and the company secretary of a company, if desired. However, there is a proviso in CA 2006, s 280 that if something is required...
The Companies Act 2006 (CA 2006) requires companies to keep the following statutory registers:鈥he register of members鈥he register of directors鈥he register of people with significant control (the PSC register)鈥he register of directors' residential addresses, and鈥he register of secretariesThis Practice Note considers each of these registers in more detail.A company may also choose to keep other registers that are not required by statute, such as:鈥 register of applications and allotments鈥 register of transfers, and鈥 register of debenture holdersFor more detail on these non-statutory registers, see Practice Note: Company records鈥攁 company's non-statutory registers.It should be noted that a company's registers can be kept in electronic or paper format, as long as they comply with statutory requirements. Many smaller companies still hand-write their registers using standard form registers. Companies with a high number of members and listed companies are likely to keep their register of members in electronic format or use the services of a 'share registrar' to maintain their register of members.Until 6 April 2013, a company was also required (by CA...
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Board minutes鈥攁pproving the adoption of an unapproved option plan and the grant of unapproved options [insert name of company adopting the unapproved option plan] (Company)鈥擺insert Company number] Minutes of a meeting of the[ remuneration committee of the] board of directors of the Company held at [insert place of meeting] on [insert date of meeting] at [insert time of meeting]. Present [insert name of director to be Chair] (the Chair) [insert names of directors present] In attendance [insert names of those in attendance] Apologies [insert names of directors who are unable to attend meeting] 1 Notice and quorum [insert name of Chair] was appointed Chair of the meeting. It was reported that proper notice of the meeting had been given in accordance with the Company's articles of association (Articles) and that a quorum was present. Accordingly, the Chair declared the meeting open. 2 Purpose of meeting The Chair reported that the purpose of the meeting was to consider and, if thought fit, approve: 2.1 the adoption...
Board minutes鈥攑ayment of cash dividend鈥攑rivate limited company (shares) Company number: [insert company number] [insert company name] [LIMITED OR LTD] Minutes of a meeting of the board of directors (the Meeting) of [insert company name] [Limited OR Ltd] (the Company) Held at [insert place of meeting] Held on [insert day, month and year of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of any directors present, whether physically or by any remote means (unless such means are specifically excluded by the company鈥檚 articles of association)] [by [insert means of attendance for each director attending remotely]] [ In attendance: ] [[Insert name of anyone in attendance, whether physically or by any remote means, who does not count towards the quorum for the meeting (eg the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of any directors who are unable to attend the meeting]] 1 Chair, notice and quorum [Insert name] was appointed Chair of the Meeting. The Chair...
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270 聽Private company not required to have secretary(1)聽聽聽聽 A private company is not required to have a secretary.(2)聽聽聽聽 References in the Companies Acts to a private company 鈥渨ithout a secretary鈥 are to a private company that for the time being is taking advantage of the exemption in subsection (1); and references to a private company 鈥渨ith a secretary鈥 shall be construed accordingly.(3)聽聽聽聽 In the case of a private company without a secretary鈥(a)聽聽聽聽 anything authorised or required to be given or sent to, or served on, the company by being sent to
(1)聽聽聽聽 It is the duty of the directors of a public company to take all reasonable steps to secure that the secretary (or each joint secretary) of the company鈥(a)聽聽聽聽 is a person who appears to them to have the requisite knowledge and experience to discharge the functions of secretary of the company, and(b)聽聽聽聽 has one or more of the following qualifications.(2)聽聽聽聽 The qualifications are鈥(a)聽聽聽聽 that he has held the office of secretary of a public company for at least three of the five years immediately preceding his appointment as secretary;(b)
Company secretary is referenced 4 in UK Parliament Acts
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