1. Duties of a company secretary 3 2. Types of company 10 Public limited companies 11; Private limited companies 13; Companies limited by guarantee 14; Other types of company 15; The limits of liability 17 3. Formation of companies 19 Checking company names 19; How to check a name 20; Incorporation 22; Buying a company off the shelf 24; Memorandum and Articles of Association 25; Trade mark registration of a name 28 4. Getting started 29 The registered office 29; Disclosure - notepaper 30; Company notepaper 30; Directors and secretaries 34; The first allotments - subscriber shares 57; Opening a bank account 57; Selecting an accounting reference date 58; Choosing an auditor 59 5. Corporate governance and day-to-day administration 60 Board meetings 60; Keeping the minutes 66; Statutory books and notices to Companies House 67; Corporate governance 74 6. Keeping the statutory records 77 The registers - computer or manual 80; Security 81 7. Annual routines 83 Accounts/financial statements 84; Annual general meeting 88; Annual return forms 90 8.

Extraordinary events 93 Resolutions 93; Board changes 97; Share transactions 98; Dividends 100; Registration of mortgages and charges 102; Resolving to change the company name 103; Changing Memorandum and Articles of Association 103; Changing auditors 106 9. Dissolution 109 Dissolution of a dormant company 109 Appendices Appendix 1. Copies of Companies House forms referred to in the text 112 Appendix 2. Useful addresses 152 Appendix 3. Deregulation of private companies 154.