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Company secretarial |
Routine Company Secretarial work includes the maintenance of statutory records such
as share registers and registers of directors and secretaries etc. and the preparation
of notices of meetings and minutes of those meetings. The company secretary is also
usually responsible for filing documents with the Registrar of Companies. Most
businesses are able to prepare and maintain these records without assistance and
specialist help is often only required to make changes in the constitution of a company
or to make certain elections under the Companies Acts.
The more complicated aspects of Company Secretarial work are changes to Articles and
Memorandum of Association, for example to create a new class of share or to increase
authorised share capital, or preparing written resolutions for shareholders. The work
is complicated as there are many aspects of such changes to consider.
Examples of some of the common changes we can do are:
Increases in authorised share capital and unconditional (or conditional) authorities
to directors to issue the new shares;
Very often new Company Articles give the directors unlimited authority to issue the
existing authorised share capital for up to 5 years. If the authorised share capital
has become inadequate then you may wish to increase it. You may also consider whether
or not it is appropriate to give the directors unconditional authority to issue new
shares. Other matters to consider might be the price at which new shares can be issued,
who they can be issued to and what to do with shares not taken up.
Creation of new classes of share to result in different rights being granted to different
groups of shareholders
When increasing the authorised share capital you might also consider whether or not the
new shares should be identical to the existing shares or carry different rights. Common
classes of shares are ordinary and preference. However these classes can have unlimited
subdivisions depending on individual requirements, for example non-voting ordinary or
preferred ordinary shares.
Changes in the procedures for holding board or shareholder meetings
Company Articles often require meetings to be held in person. They can be amended so that
meetings can be held by telephone or be replaced by written agreements.
Elective resolutions
Elective resolutions can be used to exempt a company from certain Companies Acts requirements.
Often these are not onerous requirements but are an administrative burden.
Change of company name
We can make these changes usually by shareholder meetings in person or by written resolution.
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| Tax issues with shares |
| The issue of shares
related to current or prospective employment is an area that the Revenue are
becoming more active in. They will seek to tax the issue of shares or share options
where they can. More recently there has been introduced a requirement to notify
the Revenue of such share issues on Form 42 |
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| Share options |
| There are several
different forms of share option scheme. They all have different tax consequences.
Options are usually issued to employees because the tax can, at the very least,
be deferred until the underlying shares are eventually sold.
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| Company incorporation |
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We can incorporate a company for you with
your choice of name. Very little information is needed to do this. Alternatively we offer a
more comprehensive service including the completion of statutory books or custom articles. |
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