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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.

Share and share alike

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.

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.

Company incorporation

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.

Useful Forms

Companies House

Stock transfer form