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Company secretary's handbook 11th edition

The ICSA Company secretary's handbook is an authoritative guide to all areas of company secretarial practice, this edition has been updated to cover changes to the UK Corporate Governance Code and the FCA Handbook, changes in auditing practice following the EU Audit Regulation and Directive, implementation of the EU market Abuse Regulation, and the introduction of the Register of Persons of Significant control. Detailed commentary is accompanied by over 80 precedents.

The ICSA Company secretary's handbook

Douglas Armour, ICSA Publishing, 2016

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Contents

1. The company secretary

2. Company incorporation

3. Articles of association

4. Company names

5. Members

6. Directors

7. Corporate compliance

8. Members' resolutions and general meetings

9. Director's meetings and resolutions

10. Accounts

11. Auditors

12. Share capital, debentures and loan stock

13. Share issues

14. Purchase and redemption of shares

15. Floating, listing and admission to trading

16. Continuing obligations of listed, AIM and ISDX Growth Market companies

17. Corporate governance

18. Share registration

19. Dividends

20. Mortgages and charges

21. Takeovers, mergers and divisions

22. Insolvency, dissolution and restoration

23. Investigations

24. Overseas and non-Companies Act companies

Appendix 1: Model Articles of Association

Appendix 2: The UK Corporate Governance Code

Appendix 3: Good boardroom practice: a guide for company directors and company secretaries

Appendix 4: Statutory forms and filing periods

Appendix 5: Sensitive words

Appendix 6: Recommended retention periods for documents

Glossary

Directory

Index

Practical tools and customisable content

This publication includes the following customisable content:

Precedents

Precedent 1 - Pro forma directors' minute

Precedent 2 - Pro forma directors' resolution to convene general meeting

Precedent 3 - Pro forma general meeting minute

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Model articles

Companies Act 1985 Table A - regulations for management of a company limited by shares (model articles)

Destination table: Table A (1985) ā€“ Model Articles for Private Companies Limited by Shares (2008)

Model articles - Interim Table A for private companies

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Terms of use

ICAEW members and ACA students can access the publication subject to the conditions set out in the terms of use, copyright statement and disclaimer below.

You are permitted to view, print and download this eBook for your personal use. Unless you have the permission of the copyright owner, you may not re-transmit the publication to anybody else.

Copyright

This publication is the copyright of ICSA Publishing Ltd.

All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted, in any form, or by any means, electronic, mechanical, photocopying, recording or otherwise, without prior permission, in writing, from the publisher. This publication is a general guide and is correct at the time of writing.

Disclaimer

The publication does not necessarily deal with every important topic or cover every aspect of the topics with which it deals. It is not intended to provide legal advice and should not be treated as a substitute for legal advice. Legal advice should always be sought before taking action based on the information provided. The authors bear no responsibility for errors and omissions.

The Institute of Chartered Accountants in England and Wales (as distributor) disclaims all liability for any errors or omissions.