Attend this course and you will receive 6 hours of CPD and a full set of notes.
This course is ideal for intermediate and senior people and people who have attended the basic course and any one in a secretarial department and senior secretarial consultants who want to brush up their company law and secretarial practice knowledge. Partners of accounting firms who need a refresher on company law should attend.
The course will be useful for people in any secretarial department whether they use Accfin or not.
The course will be led by Mark Silberman B.Acc C.A. SA who has been lecturing and consulting on company law and secretarial practice since the new act was implemented and many years before that.
The course also deals with various controversial aspects of the new companies act which may in future give rise to damages claims. This course will give you the background to advance company law in regard to company secretarial practice that you need to know about if you are advising clients. A CPD certificate will be issued as well as a full set of notes.
A detailed set of notes in booklet form will be given together with actual examples taken from practice.
ADVANCED COMPANY LAW AND SECRETARIAL PRACTICE COURSE
This course is ideal for intermediate and senior people, their assistants and people who have attended the basic course and any one in a secretarial department and senior people who want to brush up their company law and secretarial practice knowledge.
1. THE LONG FORM – MOI
What we need in a long form MOI. When should we use the standard MOI and the effect of the rules and shareholders agreement.
2. MORE COMPLICATED SHARE CAPITAL TRANSACTIONS
Beneficial interests in securities. Under the new Act the share capital maintenance regime does not exist anymore. How and why did this come about? How does this impact on the company secretary. We will be dealing with the conversion of par value shares to no par value shares and all the compliance requirements in Regard to regulation 31. What is the position with Par value shares, can they exist forever? We will discuss the subdivision of shares and the consolidation of shares and how to handle multiple share classes like an A Class, B Class etc? We will work through examples of each case producing all the paperwork. We will also discuss the requirement of Contributed Tax Capital.
3. DISTRIBUTIONS AND SOLVENCY AND LIQUIDITY
We will be dealing with the position of distributions including buy back of shares and dividends and the requirements of the solvency and liquidity test and all the requirements of Financial Assistance (S44 and S45) including all the special resolutions that you require. What in fact is the solvency and liquidity test and how do we go about it. There are a number of controversial issues in regard to the conversion and buyback of shares which we will deal with.
4. FUNDAMENTAL TRANSACTIONS AND REGULATED PRIVATE COMPANIES
We will be dealing with the situation where a private company under certain conditions can become regulated. There is high risk in missing this condition if you don’t know about the company being regulated resulting in damage claims. We will also be dealing with the situation in regard to all fundamental and effective transactions being the sale of the greater portion of the assets of the undertaking, amalgamation or merger and a scheme of arrangement and all the special unique requirements in regard to all these types of transactions.
5. MINORITY SHAREHOLDERS APPRAISAL RIGHTS
Appraisal rights allow minority shareholders the right to force a company to buy them out where certain conditions are met. The appraisal right are just one of the remedies available to minority shareholders.
6. DIRECTORS REMOVAL
How the law has changed in regard to the removal of a director. How do you go about the removal of a director that no one wants.
7. DIGITAL SIGNATURES AND ELECTRONIC FILING OF ALL DOCUMENTATION
The new Act allows Company Secretarial professionals the opportunity to keep everything in electronic format. We will discuss how this should be kept and in particular we will be discussing digital signatures and the law around this.
8. MAKING A PROFIT IN A SECRETARIAL PRACTICE
We will discuss making a profit in your secretarial practice and why a mandate is so important.
9. CASE STUDIES
We will discuss case studies that have come across my desk. These case studies are about difficult situations which secretarial practitioners need to resolve.