BASIC COMPANY LAW AND SECRETARIAL PRACTICE WEBINAR - THIS RECORDING WAS RUN ON 13TH AND 14TH November 2019 You will receive 6 hours of CPD and a full set of notes which you can download or we can email to you. This course is ideal for intermediate, junior and senior people and any one in a secretarial department who want to brush up their company law and secretarial practice knowledge. Senior Secretarial Consultants who also need a refresher to many of the new concepts before joining the advanced free course.
The course will be useful for people in any secretarial department whether they use Accfin or not.
A full set of notes will be provided downloaded. This course will give you the background to company law in regard to company secretarial practice that you need to know before you can use any electronic system effectively. Even if you do company secretarial work manually this course will be of great benefit to you!
The course is 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.
1.INTRODUCTION The things you need to know about the new companies act in order to handle the company secretarial affairs of a company. The reason for the promulgation of the new act and a comparison of the material differences with the old act. 2.BASIC STRUCTURE OF A COMPANY What is a company and how does it work. We will deal with the reason why we need companies relating them to the Close Corporation (CC) position. We will compare the company to a sole trader and partnership. We will discuss the roles and responsibility of the directors, officers and the shareholders. Corporate Governance will also be discussed. 3.TURQUAND RULE DOCTRINE OF CONSTRUCTIVE NOTICE AND RING FENCING The new companies act brings about changes in The doctrine of constructive notice and the concept of ring fencing which will be dealt with in detail. The reasons why these concepts exist and when you need to use ring fencing. Examples of events likely to arise in practice. 4. CONSTITUTIONAL DOCUMENTS OF A COMPANY The constitutional documents of a company, being the MOI, Rules and shareholder agreements. Why pre-emptions rights are critical in the case of a shareholder dispute. We will discuss the short form MOI in detail. Various references to sections in the act will be discussed. We will discuss the rules of the company and when you should use them and how effective they could be in the event of a dispute. Do we need shareholders agreements and what do we do about existing shareholder agreements. 5. DIRECTORS AND SHAREHOLDERS The difference between directors and shareholders and their legal responsibility. The types of meetings that can be held and when they should be held. 6.THE CONCEPT OF SHARE CAPITAL We discuss the concept of share capital and why it plays such an important role in the company. We will deal with all the different types of shares, Ordinary shares, preference shares, accumulated preference shares and redeemable preference shares making comparisons between the old and the new act. What is the real difference between par value and no par value shares? What must the MOI say in regard to share capital? How do we implement different voting rights on shares. 7.SHARE CAPITAL TRANSACTIONS We will discuss the differences between par and no par value shares. All the common transactions in respect of shares will be dealt with including; subscription of shares on formation, the allotment of additional shares and share transfers. What is authorized share capital and what happens when you run out of authorized shares? Who has the authority to issue shares? The essential documentation that must be kept. The course will work through various examples of the resolutions of share transactions that are required. Allotment and pre-emption rights and transferability of shares. 8.SPECIAL RESOLUTIONS The special resolution is key to virtually every material company secretarial transaction. Exactly when is a special resolution required and when does it have to be submitted to the CIPC, what sections of the Act do we need to understand in regard to special resolutions. How do we produce an electronic special resolution on a totally electronic basis? How to process a special resolution quickly and efficiently by making use of electronic systems. 9.THE AUDITOR’S SITUATION AND THE COMPANY’S ACT We will be discussing the audit requirement and what is required in the MOI, if the client requires an audit or a review or compilation. 10. DIFFERENT TYPES OF COMPANIES Domesticated and External Companies in brief. 11. BASIC CIPC CHECKLIST Discussion on the CIPC Checklist