New legislation overhauling Companies House practices makes the role more important than ever, course presenter Helen David tells Fiona Nicolson

Taking on the role of company secretary brings responsibilities that require up-to-date knowledge.  The ICAS course, Company Secretary – The Essential Guide, delivered by BPP, focuses on current legislation and the day-to-day running of a company. Its practical approach enables delegates to put their learning into practice straightaway.

Topics covered include company formation and company constitution; the role of directors and the company secretary; execution of deeds and documents; board and shareholder meetings; maintenance of statutory registers and ongoing filings; and business events and milestones. The next courses take place in London on 8 March and 27 September. There will also be an online option, in live classroom format, on 1 May, 9 July and 6 November. 

Summing up the course, presenter Helen David says: “The main goal is to provide a thorough, practical introduction to the role of the company secretary of a private limited company. It’s to help those who are either new in that role or who are advising people who are new to the role.”

David began her career as a solicitor in the City, specialising in corporate law, which included drafting board minutes, as well as overseeing board meetings and AGMs. She also worked in-house for Cadbury Schweppes as head of UK legal and for American Express, where, as Group Counsel for EMEA, she sat on executive committees, gaining first-hand experience in how boards function. She has put all this knowledge to further use over the past 20 years in her current role as a writer and training-course presenter. 

 “According to delegate feedback, the main benefits of attending the course include gaining the confidence to carry out or to advise on company-secretary functions and the opportunity to share best practice with fellow attendees,” says David.

Key topics

One of the headline topics of the course will be the current legal landscape: “We have a new statute – the Economic Crime and Corporate Transparency Act (ECCTA),” explains David. “It received royal assent in October last year and it has been described as the biggest change to Companies House procedures since the register of companies was created in 1844 – so it’s a major event. It is essential for delegates to be up to date with this, especially as the first set of provisions are coming in in March this year.

According to the Law Society, the new Economic Crime and Corporate Transparency Act contains:

• Reforms to Companies House to prevent the creation, and shutting down, of fraudulent companies
• Reforms to prevent the abuse of limited partnerships
• Additional powers to seize and recover suspected criminal crypto-assets
• A new “failure to prevent fraud” offence

“We will also be looking in some detail at the online options for filing statutory forms with Companies House. This is particularly important because it is a provision of the new act that Companies House will eventually have the ability to mandate electronic-only filing for these forms.”

Having the know-how to incorporate a company is also key, says David: “By the end of the course, every company secretary should be confident that they can either do this themselves, or could oversee a third party incorporating a company on their behalf, and be able to ask them the right questions. They can only do that if they are confident about the requirements.

“On some of the annual events – the confirmation statement for example, which is something all company secretaries will need to file − we’ll look at their frequency, the content and how to prepare. Another area that’s changing under ECCTA is the maintaining and updating of the registers, which is also a very important part of the company-secretary function,” says David.

Practicalities

“A company secretary appointed at Companies House is an officer of the company, alongside the directors, and therefore they are potentially legally liable for any defaults. That could include, for example, late filing, or failure to file statutory forms. This is worst-case scenario, however: knowledge is key and will hopefully help to avoid a company secretary finding themselves in that situation.”

There are other pitfalls to avoid, as she adds: “It’s not easy to make a change if you make a mistake on the register of members. You typically require a court order. It is therefore vital that the register is kept up to date and contains the correct information. There’s a huge time and cost implication involved in having to obtain a court order to rectify a mistake in that particular register.”

Reflecting on the format of the course, David says delivering accurate technical information is not the only priority – hands-on experience is also key. “On the topic of incorporation, for example, we have a breakout session where the delegates work together, whether in the room or online, on the process of setting up a new company,” she says.

“They look at the requirements involved and the questions they’re going to be asked at Companies House. So we’re not just talking about it theoretically. There’s no substitute for having a go yourself rather than just reading a slide.”

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Company Secretary – The Essential Guide