Company Secretarial

As an Accredited Paralegal, you are required to demonstrate competence in your chosen area of practice as well as the general competencies and standards of conduct.

Below are competencies, skills, knowledge and understanding, and legislation specific to the company secretarial practice area.

Competencies

 You should be able to demonstrate competency and understanding in:

Stakeholder management

  • Taking client’s initial instructions
  • Liasing with client when required, for example notifying the client of filing deadlines
  • Build relationships and correspond with other parties, relevant bodies and authorities, as required

Administration

  • A broad understanding and awareness of the legal lifecycle of a company
  • Prepare and file any Companies House forms accurately
  • Maintain and update statutory registers
  • Prepare agendas, board minutes and resolutions
  • Incorporate Companies and LLPs
  • Transfer and allot shares
  • Implement voluntary dissolutions procedures
  • Implement procedure to call an Annual General Meeting, General Meeting, and Board Meeting

Compliance

  • Comply with timescales related to the work of a Company Secretarial service
  • Identify a potential or real conflict of interest and seek the correct support from supervising solicitors
  • Carry out in-house anti money laundering risk management processes

Skills, knowledge and understanding 

You should be able to demonstrate knowledge, understanding and awareness of: 

Stakeholder management

  • Different forms of business structures, including relationships between companies in a group
  • The role of stakeholders including, Shareholders, Company Directors, Company Secretary and Company Officers
  • The implications and/or risks of advice given to client(s)
  • The role of the Auditor

Administration

  • Memorandums and articles of association, of model articles, and shareholder and board resolutions
  • Procedures and documentation for company formation
  • Procedures and documentation required to alter share capital
  • Procedures and considerations required for receivership, administration, and liquidation
  • Companies House protocols, forms and filing requirements
  • Letters of appointments, resignations, and annual returns
  • Ranking and meaning of various financial instruments (e.g. floating charges)
  • the different types and classes of shares and the rights attached to them
  • the rights of minority shareholders (and prejudice thereupon)
  • Register of members, share transfers, death of a shareholder, share certificates
  • Maintenance of records including secure storage, monitoring of access to meetings and board papers and the retention periods for documents and registers
  • The importance of using a diary system to track and monitor statutory filings and reporting deadlines to ensure compliance with Companies Act 2006
  • Cyber awareness and resilience including phishing, safe device use and cyber security

Compliance

  • Directors Duties
  • Conflict of Interests
  • The circumstances which give rise to the potential for ‘’wrongful trading’’
  • The requirement to comply with the conditions of summary causes and warrants charging for payment of debts.
  • Company house forms and deadlines.
  • Procedures to ensure compliance with legal and statutory requirements and ability to implement any changes.
  • Time limit constraints to ensure validity of resolutions, mortgages, and Land and Buildings Transaction Tax payable on Share Purchases and Share transfers.
  • A members’ voluntary wind-up/creditors’ compulsory wind-up the serving and receiving of Charges for Payment summons.

Legislation  

You are required to demonstrate knowledge, understanding and familiarity with the relevant legislation and rules of court. This requires being cognisant of the continuing changes to current legislation and rules and the introduction of new legislation and rules. The following is a non-exhaustive list of the areas relevant to company secretarial work:

  • Partnerships Act
  • Limited Partnerships Act
  • Companies Acts
  • Directors Disqualification Act
  • Limited Liability Partnerships
  • Financial Services and Markets
  • Enterprise Act
  • Business Names Acts and Regulations
  • Anti- Money Laundering Regulations
  • Money Laundering, Terrorist Financing and Transfer of Files (information on Payer) Regulation

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