LAW06088 0000 Company Secretarial

General Details

Full Title
Company Secretarial
Transcript Title
Company Secretarial
Code
LAW06088
Attendance
N/A %
Subject Area
LAW - Law
Department
SOCS - Social Sciences
Level
06 - NFQ Level 6
Credit
05 - 05 Credits
Duration
Semester
Fee
Start Term
0000 - The Beginning of Time
End Term
9999 - The End of Time
Author(s)
Ruth Walsh, Breda McTaggart, Esther Quinn, Lorraine Murphy
Programme Membership
SG_GLAWB_H08 202100 Bachelor of Arts (Honours) in Law and Business
Description

The purpose of this course is to give the learner a good working knowledge of the role and duties of a Company Secretary. A comparison will also be made between a Corporate Secretary or a Secretary in a Not for Profit Organisation (NPO). The learner will acquire a foundation in the initial set up of a company, completing the necessary documentation and identifying the different types of companies. The changes brought about to the Role of the Company Secretary through the Companies Act 2014 will be explored together with the evolving role of the Company Secretary as an advisor to the board outside the statutory requirements. The learner will also be given the opportunity to familiarise themselves with the different forms available in the Companies Registration Office (CRO) relevant to running a company, while appreciating the importance of financial statements and annual returns to a company.  Finally, as part of the learning process, the learner will experience first hand how to run a meeting, both a physical meeting and in a virtual environment, and the importance of giving notice, taking minutes and following correct procedures in facilitating a meeting to ensure the validity of the meeting.

Learning Outcomes

On completion of this module the learner will/should be able to;

1.

Define a Corporate Secretary, a Company Secretary and a Secretary in a Not for Profit Organisation (NPO).

2.

Describe the initial considerations in setting up a company and the documents required.

3.

Discuss the importance of the role and duties of the Company Secretary in a Company.

4.

Demonstrate an understanding of the different types of meetings and the procedure involved in running a meeting.

Teaching and Learning Strategies

The teaching and learning strategy is one which is founded on student-centred active learning. The module is designed to accommodate blended learning experiences.  A range of Computer-Aided Learning (CALL) packages are available to support this module (e.g. Moodle, Adobe Connect, Panopto, Microsoft Teams). The learner will be supported in developing an understanding of the theory and key principles in this area and how these apply in the commercial environment.

Module Assessment Strategies

This module will be assessed by Continuous Assessment (50%) which may vary from a Case study, Presentation, Moodle Quiz, Written Report, Other, during the semester and by an end of semester exam (50%).

Repeat Assessments

Repeat assessment/exam will be developed as appropriate to assess failed components.

Indicative Syllabus

(L.O.1:  Define a Corporate Secretary, a Company Secretary and a Secretary in a Not for Profit Organisation (NPO) )

1.  Introduction: Different types of secretary 

  • Company Secretary v Corporate Secretary
  • Secretary in Not for Profit Organisations (NPO's)

(L.O. 2: Describe the initial considerations in setting up a company and the documents required)

2. Setting up a Company

  • Initial considerations in setting up a company
  • Completing Form A1 and associated documents

(L.O. 3: Discuss the importance of the role and duties of the Company Secretary in a Company)

3. The Company Secretary

  • Changes brought about by the Companies Act 2014 to the role of the Company Secretary
  • Role of the company secretary as an advisor to the board beyond the statutory requirements
  • Different types of Companies and Registers
  • Company Registration Office (CRO) forms, Filing Annual Returns and documents

(L.O. 4: Demonstrate an understanding of the different types of meetings and the procedure involved in running a meeting)

4.   Meetings

  • Company Meetings v Other Meetings
  • Different types of meetings including AGMs, EGMs, Board meetings, Committee Meetings, Virtual Meetings
  • Notice, Agendas and Minutes
  • Procedures at a meeting including Proxies, Quorums, Voting and Resolutions

 

Coursework & Assessment Breakdown

Coursework & Continuous Assessment
50 %
End of Semester / Year Formal Exam
50 %

Coursework Assessment

Title Type Form Percent Week Learning Outcomes Assessed
1 Each year the model of assessment for Continuous Assessment will be determined based on the learner audience and may vary from a Case study, Presentation, Moodle Quiz, Written Report, Other Continuous Assessment Assessment 50 % Week 8 1,2
             
             

End of Semester / Year Assessment

Title Type Form Percent Week Learning Outcomes Assessed
1 End of Semester Exam Final Exam Closed Book Exam 50 % End of Semester 1,2,3,4
             
             

Full Time Mode Workload


Type Location Description Hours Frequency Avg Workload
Lecture Lecture Theatre Lecture 2 Weekly 2.00
Tutorial Flat Classroom Tutorial 1 Weekly 1.00
Independent Learning Not Specified Self Directed Learning 4 Weekly 4.00
Total Full Time Average Weekly Learner Contact Time 3.00 Hours

Required & Recommended Book List

Required Reading
2018-11 Irish Company Secretary's Handbook Bloomsbury Professional
ISBN 1784517437 ISBN-13 9781784517434

Irish Company Secretary's Handbook examines the company secretarial requirements contained in the Companies Acts and relevant EU regulations. The book includes useful chapters on all areas of company secretarial practice, including annual returns, directors' and auditors' responsibilities as well as statutory disclosure requirements. It gives a clear explanation of the many day-to-day functions of a company secretary along with a large number of up-to-date precedents, practical checklists, step-by-step instructions and best practice guidelines.This practical title covers the wide range of developments that have recently affected company secretarial practice and procedure, most notably Companies Act 2014, the changes to the Criminal Justice legislation, and the introduction of GDPR.For ease of use a downloadable version of all precedents that appear in the book is provided.This is a 'must have' book for company secretaries and assistant company secretaries in company formation businesses, law firms and accountancy practices as well as for law students. Solicitors in private practice, in-house solicitors and accountants will also find this a useful resource.

Recommended Reading
2019-10-31 Law of Charities in Ireland Bloomsbury Professional
ISBN 1847663257 ISBN-13 9781847663252

This timely handbook details how all charities in Ireland can ensure that they are legally compliant with all aspects of charities law. This complex area is clearly and concisely explained by two leading experts in the charity law field. As well as fully outlining the legislation, including detailed coverage of the Charities Act 2009, this handbook considers the life cycle of a charity in Ireland: from its creation and registration to its governance and reporting obligations right through to its relations with other charities, at home or abroad, and the demise or dissolution of a charity. Examining the role of the charity trustee in both corporate and unincorporated charities, this book details the key relationships with relevant statutory agencies from the Charities Regulator through to Revenue and the Companies Registration Office. Setting out for the first time the practical issues facing charities operating in Ireland, this handbook is vital for any person concerned with the regulation of charities in this jurisdiction.

Required Reading
2015-10-05 Company Law in Ireland
ISBN 1905536755 ISBN-13 9781905536757

While many students may consider company law to be technical, dry, and difficult to understand, the approach taken in this book is to breathe life into existing Irish and English case law and use it to explain and outline the current law, guiding the reader through the principles of company law in a clear and concise way. Company Law in Ireland is an essential and recommended textbook for most undergraduate law courses. All students of company and business law, as well as business owners and persons with a general interest in company law will find this book to be both readable and accessible. This second edition is now fully revised to take account of the commencement of the Ireland's Companies Act 2014. *** From the Foreword of the First Edition: ''Mr. Thuillier's enthusiasm for and knowledge of company law and novel approach makes this book accessible to persons without a prior knowledge of company law who may have an interest in the topic. Whilst its structure and useful identification of "learning outcomes" makes it particularly suitable for students others who may wish understand company law whether in connection with their business, voluntary activities or otherwise will find this book accessible and of interest.'' -- Ms. Justice Finlay Geoghegan (Series: The Core Text) [Subject: Irish Law, Company Law, Business Law]

Required Reading
2015-06-12 Make That Grade: Irish Company Law 5th Ed Gill Education
ISBN 0717168824 ISBN-13 9780717168828

MAKING EXAM SUCCESS EASIER A fully rewritten edition of this popular text on Irish company law incorporating the Companies Act 2014, which replaces all previous Companies Acts. New to this edition: Complete and comprehensive coverage of the Companies Act 2014, including: new types of companies new rules on company formation statutory duties of company directors changes to the law on securities increased focus on examinership, receivership and liquidation, with a full discussion of recent key cases Up-to-date case law, for example, DPP v Fitzpatrick, McAteer and Whelan (2014) re. loans to directors of Anglo Irish Bank and Aventine Resources PLC and DCE v Liwosz (2014) re. disqualification of directors in a PLC. User-friendly presentations, including definitions of key terms and cross-referencing between chapters. Can be used by students throughout the year as a summary of topics or as a revision aid at the end of the course. SUITABLE FOR All academic and professional courses on company law in universities and Institutes of Technology Professional courses such as ACCA, CIMA, ACA, ATI, IIPA Law Society FE1 entrance exam

Recommended Reading
2020-06-11 Ashton & Reid on Clubs and Associations Bloomsbury Professional
ISBN 1526505169 ISBN-13 9781526505163

The diversity and complexity of the legal issues that can arise in the course of the activities of a club, society or association present numerous questions for those advising and managing those bodies for which they need guidance. Problems range from the interpretation of rules to anti-discrimination legislation. Legal issues can span alcohol licensing, charities, company law, employment law, expulsion procedures, litigation, meetings, promotion of lotteries, property law and taxation. This is the definitive guide to the legal framework within which clubs, societies and associations operate, bringing together the various strands of law (including new case law and recent legislation) to provide practical legal advice for these bodies, their advisers and officers. The work includes a full set of model rules as well as other useful material in the Appendices.

Module Resources

Non ISBN Literary Resources

Non ISBN Books:

Armour & Douglas, The ICSA Company Secretarys Handbook (ICSA Publishing Ltd 2016)

Conroy, B., The Companies Act 2014: Annotated and Consolidated 2018 Edition, (2nd Edn, Dublin: Thomas Reuters Roundhall 2018).

Donnell, V., An Introduction to Business Law, (2nd Edn, Chartered Accountants Ireland 2015).

Company Law nutshells, (4th Edition, Round Hall 2018).

Journal Resources

Irish Business Law Review

Commercial Law Practitioner

Law Society Gazette

Hibernian Law Journal

Irish Law Times

URL Resources

British and Irish Legal Information Institute:  https://www.bailii.org

Citizens Information:  https://www.citizensinformation.ie/en/

Companies Registration Office:  https://www.cro.ie/en-ie

European Union: http://www.europa.eu

Houses of the Oireachtas:  https://www.oireachtas.ie

Irish Statute Book:  http://www.irishstatutebook.ie

Land Direct:  https://www.landdirect.ie

Law Reform Commission of Ireland:  https://www.lawreform.ie/

Lexology: https://www.lexology.com

Office of Director of Corporate Enforcement:  https://www.odce.ie/

Property Registration Authority:  https://www.prai.ie

Revenue:  https://revenue.ie/en/Home.aspx

The Courts Service of Ireland: https://www.courts.ie

Westlaw:  http://www.westlaw.ie/

Other Resources
Additional Information