Company secretary meaning

A meeting with your line manager on your first day Setting up a meeting with your line manager on day one of your new role is strongly advisable. Although it will most likely be an initial ‘getting to know you’ chat, there are several questions you can raise to help you feel more at ease in the position. If you are the only in-house lawyer or leading an internal legal team, your line manager will typically be the CEO or Finance Director, though it could be any other director. If you are joining an existing team, your line manager may sit in a legal, regulatory or compliance function, for example: Company Secretary General Counsel Senior Solicitor Legal Director Compliance Director Alternatively, they may hold a non-legal post, such as Finance Director or CEO. In a larger team with multiple layers in the reporting structure, your line manager could be someone else within that hierarchy. This Checklist highlights the key...

Who to serve and when The respondent to the application is the Official Receiver or the relevant office-holder, and accordingly the application together with the witness statement must be served on them. Under the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024, r 22.2, the applicant must give notice of any application for permission to use a prohibited name to the Secretary of State for Business and Trade (the Secretary of State). This notification can be made via the Insolvency Service (for postal and email address details, see Insolvency Service Guidance: Re-use of company names). Rule 22.2 of IR 2016 requires that the Secretary of State receives no less than 14 days’ notice. In practice, however, notice ought to be provided to all interested parties as far ahead of any hearing as possible, in good time, so that the Insolvency Service has sufficient time to consider the application fully with their lawyers...

General requirements for applications under section 17 of the Company Directors Disqualification Act 1986 This checklist outlines the information the court and the Secretary of State for Business and Trade (SoS) expect in an application by a director under section 17 of the Company Directors Disqualification Act 1986 (CDDA 1986) seeking leave to act as a director notwithstanding disqualification. What extra particulars and evidence are needed will be fact specific. The application must be issued on Form N208. For guidance on the process, see Practice Note: Applications for leave to act as a director under section 17 of the Company Directors Disqualification Act 1986—jurisdiction, parties and the application procedure. It is crucial that the applicant (the disqualified director) supplies the fullest information possible, and does so at the earliest opportunity. Taking this approach maximises the prospect of persuading the SoS and the court that it is necessary to grant permission for them to act as a director, despite disqualification, and that leave ought properly to be given...

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In this issue: Brexit highlights Post-Brexit transition guidelines Brexit SIs Constitutional and administrative law Subsidy control and State Aid Judicial review Equality and human rights Other Public law news Daily and weekly news alerts Dates for your diary Trackers New and updated content Useful information Brexit highlights EAC sets out recommendations on future of UK-EU data adequacy The House of Lords European Affairs Committee (EAC) has issued a letter to the Secretary of State for Science, Innovation and Technology, Peter Kyle, summarising the principal conclusions and recommendations from its inquiry into UK‑EU data adequacy. It found that the loss of EU data adequacy in June 2025 would bring substantial costs and added administrative burdens for businesses and organisations, create obstacles to international trade and economic co‑operation, and detrimentally affect Northern Ireland under the Belfast/Good Friday Agreement and the Windsor Framework Agreement. The EAC therefore advises that the government engage with...

In this issue: Medical devices Intellectual property Data protection and life sciences Pharmaceuticals—regulatory framework Research and development Competition in life sciences Daily and weekly news alerts New and updated content Trackers Useful information Medical devices Government supports new UK medical device rules following consultation The Medicines and Healthcare products Regulatory Agency (MHRA) has issued the government’s concluding response to its consultation on planned updates to medical device legislation, setting out future pathways to market for medical devices. The government will advance three principal changes: adopting an international reliance framework, removing the UKCA marking requirement once devices carry unique device identification (UDI), and revising the classification of in vitro diagnostic (IVD) devices. Collectively, these measures are intended to modernise oversight while promoting innovation and protecting patient safety. See: LNB News 23/07/2025 14. AI developers, users see EU’s guidelines on general-purpose AI models MLex: On 18 July 2025, the European Commission released guidance...

In this issue: Directors and insolvency Corporate insolvency processes Insolvency litigation Daily and weekly news alerts Key dates for R&I professionals Directors and insolvency BHS directors liable for trading misfeasance in excess of £110m (Wright v Chappell; Re BHS Group Ltd). Concluding the proceedings against the former BHS leadership, the Court determined the directors were jointly and severally accountable for the uplift in the company’s net deficiency, caused by breaches of duty that kept the business trading. See News Analysis: BHS directors liable for trading misfeasance in the sum of more than £110m (Wright and others v Chappell and others; Re BHS Group Ltd), by Phillip Patterson, barrister, Gatehouse Chambers. Recovery of improper payments and unlawful dividends from directors of insolvent company (Manolete Partners v Mohammed). The court accepted, in relation to a number of payments made by the company, that creditors’ interests were triggered at an early point; the entity’s apparent solvency depended on including...

The official receiver (OR) is designated as trustee in bankruptcy (trustee) or as liquidator to manage and investigate every bankruptcy and court-ordered winding up, including those of partnerships. The Secretary of State or the creditors may, in place of the OR, appoint an insolvency practitioner (IP) to act as trustee for personal insolvencies or as liquidator for corporate cases. Under the Insolvency Regulations 1994, SI 1994/2507, as amended (the Regulations), the OR or IP, as appropriate, is obliged to pay into the (ISA) any funds they receive while administering all bankruptcies and compulsory liquidations. Before 1 October 2011, sums from voluntary liquidations could also be lodged in the ISA; now, only unclaimed dividends in a voluntary liquidation may be paid into the ISA. Likewise, unclaimed dividends arising in an administration or an administrative receivership may be paid into the ISA once the company has been dissolved. The Regulations also permit payments out of the ISA for disbursements, expenses and distributions to creditors and, in a liquidation, to contributories, or, in...

Oil & Gas—UKCS licensing regime Regulatory body Up to 2016, oversight of the UK’s oil and gas resources chiefly sat with the Department of Energy and Climate Change (DECC), acting for the Secretary of State. Following Sir Ian Wood’s review of UK Continental Shelf (UKCS) oil and gas recovery (the Wood Review), government created an independent regulator—now the North Sea Transition Authority (NSTA)—to assume DECC’s licensing and regulatory duties in respect of all oil and gas exploration and production activities on the UKCS. This restructuring transferred responsibility for those matters from DECC to the new body. Until 21 March 2022 the NSTA operated under the name Oil and Gas Authority (OGA), which remains the company’s formal legal name and continues to appear in some legislation. The NSTA began taking on these roles from DECC on 1 April 2015, at first as an executive agency within DECC. The Energy Act 2016 subsequently established the NSTA as a fully independent regulator, constituted as an independent Government company, and amended the...

This Practice Note summarises the law, guidelines and market practice in relation to holding a general meeting It serves both practitioners and company secretaries dealing with and advising companies whose equity shares are listed on the Main Market of London Stock Exchange plc (listed companies), as well as companies with equity shares admitted to AIM (AIM companies). For details on the notice requirements for a general meeting of a listed or AIM company, refer to Practice Note: General meetings—notice requirements for listed public companies for further information and context. Members of a company may convene and hold a general meeting at any time, and as frequently as required within a year, as needed, so that they can pass resolutions to implement specified changes or to authorise particular actions. The Companies Act 2006 (CA 2006) sets out detailed provisions governing the calling and conduct of general meetings. The CA 2006 also imposes additional obligations on a public company that is a traded company or a quoted company. This captures listed...

Company number: [ insert number ] [ insert company name ] LIMITED Minutes of the board of directors’ meeting (the Meeting) of [ insert full name of company ] (the Company). Convened at [ insert place of meeting ] on [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ]. Present: [ Insert names of the director(s) physically present ] [ Insert names of any directors present by telephone as permitted by the Company’s articles of association ] (by telephone) [ Insert names of any directors present by other means permitted by the Company’s articles of association ] (by [ insert other means ]) In attendance: [ Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers) ] Apologies: [ Insert names of any directors...

Company registration number: [ insert company number ] [ insert company name ] [ LIMITED OR LTD ] Minutes for a meeting of the board of directors (the Meeting) of [ insert company name ] [ Limited OR Ltd ] (the Company) Held at [ insert place of meeting ] Held on [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present: [ Insert names of directors attending, in person or by any remote method (unless such methods are expressly excluded by the company’s articles of association) ] [ by [ insert means of attendance for each director joining remotely ] ] [ In attendance: ] [ [ Insert name of any person present, in person or by any remote means, who does not count towards the quorum for the meeting (eg the company secretary, any legal advisers) ] ] [...

[ insert company name ] [ LIMITED OR PLC ] (the Company) At a meeting of the Company’s board on [ insert date ], it was resolved that [ [ insert name of single corporate representative ] OR the persons named below ] are appointed as the Company’s corporate representative[ s ] [ for the shares shown next to each name ] to act for the Company [ in person or by remote electronic means ] at the annual general meeting of [ insert company name ] PLC on [ insert date ] at [ insert time ] at [ insert address ] [ , and also via the electronic facilities available through [ insert URL of virtual meeting platform ] (the Virtual Meeting Platform ) ] [ : OR . ] Name Shares [ insert name of multiple corporate representative ] — [ insert number and class of shares for which the representative is appointed ] I certify this is a...

Under section 193 of the Trade Union and Labour Relations (Consolidation) Act 1992 Employers are required to inform the Secretary of State for Business, Energy and Industrial Strategy (BEIS) before issuing any redundancy notices and, in any event: where 20 or more dismissals are contemplated within 90 days, no less than 30 days before the first dismissal takes effect where 100 or more dismissals are contemplated within 90 days, no less than 45 days before the first dismissal takes effect For BEIS notification purposes, the full 30- or 45-day interval must pass before the first dismissal occurs. Notification is made on Form HR1, submitted to The Insolvency Service. For additional details, see Practice Note: Collective redundancy—statutory information and consultation obligations, under the heading Obligation to notify BEIS (Form HR1). As stated in the Advance notification of redundancies: guidance for employers accompanying Form HR1, the notification date is ‘the date on which we receive your completed form’. Forms with any required information...

Termination payments qualifying for £30,000 exemption As set out in Practice Note: Termination payments qualifying for £30,000 exemption, where a compensation payment for loss of office or employment is made in circumstances where it does not fall to be taxed as: earnings within section 62 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003) (see Practice Note: Termination payments taxed as earnings) benefits-in-kind (see Practice Note: How employment income is taxed—non-cash earnings or benefits) benefits from an employer-financed retirement benefits scheme employment-related securities (see: Employment-related securities—overview) disguised remuneration, where termination payments or benefits are provided by a third party (such as an employee benefit trust) rather than the employer (see: Disguised remuneration and EBTs—overview) restrictive undertakings (see Practice Note: Taxation of payments for restrictive covenants or undertakings) and for terminations for loss of office since 6 April 2018...