Subscription includes 3 print and CD supplements, 6 printed newsletters, monthly web updates and access to the ICSA enquiry service.
The Official ICSA Information Service, Company Secretarial Practice offers clear, succinct and practical commentary and procedural guidelines on all of the events that normally occur from the formation to the liquidation of companies incorporated in the UK. Companies legislation and regulation is a dynamic area of the law.
The format of the manual, the accompanying CD and the integrated updating service have been specifically designed to keep users up to date and to help them find the information they need when they need it.
Organised into fifteen chapters, the manual is packed with additional material, including:
A fully searchable version of CSP, cross-referenced and with the following additional features:
Keith Walmsley LL.B FCIS is an experienced and respected author on secretarial and company law. He is the author of numerous books and writes regularly for ‘CS Magazine’. He is qualified as a solicitor and was formerly Head of Legal Services at the Stock Exchange.
Andrew C Hamer LLB ACIS a partner of The Mentor Partnership, writes and lectures widely on company secretarial and legal issues. He is Assistant Editor of the ICSA information service, Company Secretarial Practice, and editor of the ICSA's Company Secretary newsletter. He is also the author of titles for ICSA Publishing including The ICSA Meetings and Minutes Handbook and The ICSA Guide to Document Retention.
List of Precedents included
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| 1.A | Special resolution (company in general meeting) for change of name of company
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| 1.B | Resolution (directors) for adoption of new common seal (and securities seal) following change of name of company
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| 1.C | Form of notice (for display) giving particulars of corporate business name
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| 1.D | Resolution (directors) for change of registered office of company
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| 1.E | Objects clause for trading company
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| 1.F | Special resolution (company in general meeting) to alter objects clause
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| 1.G | Short-form articles suitable for subsidiary company
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| 1.H | Special resolution (company in general meeting) to alter articles of association
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| 1.I | Special resolution (company in general meeting) for re-registration of private company as public company
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| 1.J | Special resolution (company in general meeting) for re-registration of public company as private company
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| 1.K | Special resolution (company in general meeting) for re-registration of unlimited company as limited company
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| 1.L | Shareholders’ agreement
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| 2.A | Resolution (company in general meeting) to increase capital
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| 2.B | Resolutions (company in general meeting) to consolidate shares and sell fractions
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| 2.C | Resolution (company in general meeting) to subdivide shares
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| 2.D | Resolution (company in general meeting) to convert shares into stock
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| 2.E | Resolution (company in general meeting) to reconvert stock into shares
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| 2.F | Resolution (company in general meeting) to cancel unissued shares
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| 2.G | Special resolution (company in general meeting) to reduce capital
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| 2.H | Resolution (company in general meeting) to dispense with distinguishing numbers of shares
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| 2.I | Form of application for shares (suitable for a private company)
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| 2.J | Resolution (directors) for allotment of shares, etc.
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| 2.K | Resolution (directors) to approve contract for allotment of shares for non-cash consideration
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| 2.L | Declaration of trust (short form)
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| 2.M | Declaration of trust (extended form)
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| 2.N | Special resolution (company in general meeting) approving provision of financial assistance for purchase of shares
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| 2.O | Resolution (company in general meeting) giving directors authority to allot shares
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| 2.P | Call letter
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| 2.Q | Resolution (directors) for the making of a call
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| 2.R | Resolution (directors) for forfeiture of shares
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| 2.S | Warrant
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| 2.T | Specimen conditions attaching to subscription rights
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| 2.U | Renounceable letter of allotment (private company)
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| 2.V | Special resolution for the disapplication of pre-emption rights
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| 2.W | Statement of directors under Companies Act 1985, Section 95(5)
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| 2.X | Rights issue (private company)
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| 2.Y | Bonus issue (private company)
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| 2.Z | Redesignation of authorised but unissued shares
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| 2.AA | Redesignation of existing issued shares
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| 3.A | Programme for an offer for sale of shares where the capital has already been created and the related preliminaries have been completed
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| 3.B | Programme for a rights issue of shares
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| 3.C | Programme for a capitalisation issue of shares where the capital to be issued is already in existence
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| 3.D | Application form: public offer for sale |
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| 3.E | Letter of acceptance: public issue
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| 3.F | Provisional allotment letter: rights issue
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| 3.G | Rights form: rights issue
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| 3.H | Renounceable certificate: capitalisation issue
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| 3.I | Split receipt: capitalisation issue
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| 3.J | Entitlements form: capitalisation issue
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| 3.K | Fractional cheque: capitalisation issue – for machine use
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| 4.A | Resolution (directors) to close register
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| 4.B | Advertisement of closure of register
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| 4.C | Form of request for transfer of shares to branch register (to be completed in duplicate)
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| 4.D | Receipt for form of request
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| 4.E | Schedule of requests for transfer to branch register
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| 4.F | Minutes of meeting of directors (or committee) transferring shares to branch register
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| 4.G | Certificate for ordinary shares
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| 4.H | Certificate for preference shares
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| 4.I | Certificate for ordinary stock
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| 4.J | Specimen article for sealing certificates (including provison for no signatures)
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| 4.K | Indemnity for Lost Certificate
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| 4.L | Share warrant to bearer
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| 4.M | Coupon (to be attached to share warrant to bearer)
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| 4.N | Share warrant stock register sheet
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| 4.O | Share warrant coupon register sheet
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| 4.P | Application for share warrants in exchange for registered shares
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| 4.Q | Receipt for share warrant application
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| 4.R | Application for registered shares in exchange for share warrants to bearer
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| 4.S | Advertisement of dividend
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| 4.T | Coupon listing form
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| 4.U | Request for designation or redesignation of account
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| 4.V | Notes on stamp duties on transfers
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| 4.W | Register of members — specimen ruling
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| 4.X | Brokers transfer form
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| 4.Y | Transfer audit report
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| 4.Z | Forged transfer policy
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| 4.AA | Declaration of identity
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| 4.BB | Statutory declaration by next of kin for a small estate
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| 4.CC | Indemnity by next of kin for a small estate
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| 4.DD | Letter of request
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| 4.EE | Statutory declaration of change of name
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| 4.FF | Statutory declaration of marriage
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| 4.GG | Change-of-address form
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| 4.HH | Form of general power of attorney (pursuant to Powers of Attorney Act 1971, s. 10)
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| 4.II | Protective notice of power of attorney
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| 4.JJ | Indemnity to registrar (quotation of customers’ account numbers on dividend tax vouchers)
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| 4.KK | Registration application form
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| 4.LL | Stock transfer form
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| 4.MM | Request for rectification of transferee details
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| 4.NN | CREST dematerialisation request form
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| 4.OO | CREST transfer form
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| 4.PP | CREST electronic proxy appointment service: ICSA specimen wording for insurers
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| 5.A | Dividend mandate
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| 5.B | Change-of -branch notice
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| 5.C | Dividend warrant
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| 5.D | Bank indemnity
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| 5.E | Dividend tax voucher
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| 5.F | Dividend control statement
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| 5.G | Dividend sheet
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| 5.H | Dividend resolutions
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| 5.I | Indemnity for lost warrant
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| 5.J | Form of undertaking
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| 5.K | ‘Stop’ letter to bank
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| 5.L | Specimen article providing for withholding of dividend warrants
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| 5.M | Form of election to receive shares instead of cash
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| 5.N | ‘Evergreen’ mandate form
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| 5.O | Deed of waiver of dividends
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| 6.A | Debenture stock certificate
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| 6.B | Specimen draft of summary to appear on reverse of registered certificates for listed loan stocks and debenture stocks
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| 6.C | Certificate for loan stock (with conversion rights)
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| 6.D | Certificate for loan stock (with subscription rights)
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| 6.E | Conditions attaching to conversion rights
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| 6.F | Form of nomination and acceptance
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| 6.G | Note on registration of company charges
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| 7.A | Formal notice of shares drawn
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| 7.B | Circular letter detailing procedure
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| 7.C | Form of payment authority and discharge
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| 7.D | Payment advice and cheque
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| 7.E | Special resolution (company in general meeting) approving off-market purchase of shares
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| 7.F | Resolution (company in general meeting) approving market purchase of shares
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| 7.G | Special resolution (company in general meeting) to alter the articles of association to authorise a company to issue redeemable shares or to purchase its own shares
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| 7.H | Agreement for purchase of own shares by a private company
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| 7.I | Special resolution (company in general meeting) for a private company giving authority to purchase or redeem shares outof capital
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| 7.J | Draft notice for insertion in the London Gazette or Edinburgh Gazette and a national newspaper pursuant to Section 175, Companies Act 1985
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| 8.A | Deed of waiver
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| 8.B | Resolution (directors) appointing managing director (with service agreement)
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| 8.C | Resolution (directors) appointing managing director (without service agreement)
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| 8.D | Form of appointment of alternate director
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| 8.E | Form of revocation of appointment of alternate director
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| 8.F | Resolution (directors) approving appointment of alternate director
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| 8.G | Board minute noting revocation of appointment of alternate director
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| 8.H | Special notice for re-election of over-age director
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| 8.I | Notice to be given by the company for re-election of over-age director
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| 8.J | Special notice to remove a director
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| 8.K | Notice to be given by the company to remove a director
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| 8.L | Special resolution (members in general meeting) validating acts of directors
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| 8.M | General notice of interests
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| 8.N | Minute relating to general notice of interests
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| 8.O | Directors’ interests in shares and debentures
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| 8.P | Article authorising directors to purchase and maintain in force directors’ and officers’ liability insurance
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| 8.Q | [deleted]
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| 8A.A | Model board resolution on independent professional advice for directors
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| 8A.B | Example of company approval resolution for political donations
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| 8A.C | Example of subsidiary approval resolution for political donations
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| 9.A | Register of charges
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| 9.B | Register of directories and secretaries
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| 9.C | Register of directors’ interests in shares and debentures
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| 9.D | Register of interests in voting shares
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| 9.E | Notices of interest in voting shares
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| 9.F | Notice to other ‘concert parties’ of transactions in relevant shares
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| 9.G | Requisition of information as to interests in shares
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| 9.H | Methods of showing in the annual return details of shares allotted but not registered at the date to which the return is made up
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| 9.I | Seal book
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| 9.J | Resolution (directors) for approving documents sealed
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| 9.K | Article authorising destruction of certain documents following specified period of retention
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| 9.L | Statutory declaration (documents submitted to the Registrar in error)
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| 9.M | Notice to person named as having interest in shares
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| 9.N | Model s. 212 notice
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| 10.A | Resolution (directors or company in general meeting as appropriate) for appointment of first auditors
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| 10.B | Resolution (company in general meeting) for periodic reappointment of auditors
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| 10.C | Auditors’ notice of resignation (to be deposited at the registered office)
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| 10.D | Resolution (company in general meeting) for removal of auditors
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| 10.E | Resolution (company in general meeting) for appointment of auditors other than retiring auditors
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| 10.F | Form of special notice
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| 10.G | Dormant companies: statement on balance sheet
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| 10.H | Example of board resolution of company where its auditors become an LLP
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| 11.A | Agreement to accept accounts less than 21 days before general meeting
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| 11.B | Directors’ report (holding company with listed shares)
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| 11.C | Directors’ report (private company)
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| 11.D | Half-yearly report (listed company)
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| 11.E | Specimen tables for disclosure of directors’ remuneration and share interests by quoted companies
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| 12.A | Notice of board meeting
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| 12.B | Resolution (directors) to fix quorum
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| 12.C | Appointment of additional director by sole continuing director
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| 12.D | Resolutions (directors) for appointment of committee
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| 12.E | Resolution (directors) in writing
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| 12.F | Agenda for first board meeting (private company)
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| 12.G | Minutes of first board meeting (private company)
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| 12.H | Agenda for board meeting (listed company)
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| 12.I | Minutes of board meeting (listed company)
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| 12.J | Minutes of committee meeting
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| 12.K | Requisition for extraordinary general meeting
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| 12.L | Notice of requisitioned meeting given by requisitionists
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| 12.M | Notice of class meeting
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| 12.N | Notice of annual general meeting (private company)
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| 12.O | Notice of annual general meeting (public company with listed shares)
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| 12.P | Notice of extraordinary general meeting (public company)
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| 12.Q | Agreement to short notice (annual general meeting)
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| 12.R | Agreement to short notice (extraordinary general meeting)
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| 12.S | Agreement to short notice (meeting to pass a special resolution)
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| 12.T | Requisition of resolution
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| 12.U | Requisition for circulation of statement
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| 12.V | Agenda for annual general meeting
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| 12.W | Agenda for annual general meeting (extended form)
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| 12.X | Attendance sheet (members)
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| 12.Y | Attendance sheet (press)
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| 12.Z | Minutes of annual general meeting
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| 12.AA | Proxy card
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| 12.BB | Appointment of representative by corporate body
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| 12.CC | Voting card
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| 12.DD | Resolution (members) in writing
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| 12.EE | Resolution (class of members) in writing
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| 12.FF | Elective resolution
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| 12.GG | Notice under s.253 to accompany annual accounts when elective regime in force
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| 12.HH | Minutes of general meeting (single-member company)
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| 12.II | Written record of decision by sole member (single-member company)
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| 13.A | Form of acceptance and authority
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| 13.B | Omnibus transfer form (with stamp duty schedule)
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| 13.C | Special resolutions (company in general meeting) for reconstruction and liquidation
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| 14.A | Proxy (administration)
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| 14.B | Proxy (administrative receivership)
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| 14.C | Proxy (company or individual voluntary arrangements)
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| 15.A | Proxy (winding up by the court or bankruptcy)
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| 15.B | Proxy (members’ or creditors’ voluntary winding up)
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| 15.C | Creditors’ voluntary winding-up: notice of first meeting of members
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| 15.D | Members’ voluntary winding-up: notice of first meeting of members
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| 15.E | Creditors’ voluntary winding-up: notice of first creditors’ meeting
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| 15.F | Creditors’ voluntary winding-up: extraordinary resolution (company in general meeting) to wind up to be sent to Registrar and Gazette
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| 15.G | Members’ voluntary winding-up: extraordinary resolution (company in general meeting) to wind up to be sent to Registrar and Gazette
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List of Board Resolutions
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| 1.B | Resolution for adoption of new common seal (and securities seal) following change of name of company
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| 1.D | Resolution for change of registered office of company
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| 2.H | Resolution to dispense with distinguishing numbers of shares
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| 2.J | Resolution for allotment of shares, etc.
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| 2.K | Resolution to approve contract for allotment of shares for non-cash consideration
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| 2.Q | Resolution for the making of a call
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| 2.R | Resolution for forfeiture of shares
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| 4.A | Resolution to close register
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| 4.F | Minutes of meeting of directors (or committee) transferring shares to branch register
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| 8.B | Resolution appointing managing director (with service agreement)
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| 8.C | Resolution appointing managing director (without service agreement)
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| 8.F | Resolution approving appointment of alternate director
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| 8.G | Board minute noting revocation of appointment of alternate director
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| 8.N | Minute relating to general notice of interests
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| 8A.A | Model board resolution on independent professional advice for directors
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| 9.J | Resolution for approving documents sealed
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| 10.A | Resolution for appointment of first auditors
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| 12.A | Notice of board meeting
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| 12.B | Resolution to fix quorum
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| 12.C | Appointment of additional director by sole continuing director
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| 12.D | Resolutions for appointment of committee
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| 12.E | Resolution in writing
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| 12.F | Agenda for first board meeting (private company)
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| 12.G | Minutes of first board meeting (private company)
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| 12.H | Agenda for board meeting (public company)
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| 12.I | Minutes of board meeting (public company)
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| 12.J | Minutes of committee meeting
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| 12.BB | Appointment of representative by corporate body
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List of General Meeting Resolutions
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| 1.A | Special resolution for change of name of company
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| 1.F | Special resolution to alter objects clause
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| 1.H | Special resolution to alter articles of association
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| 1.I | Special resolution for re-registration of private company as public company
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| 1.J | Special resolution for re-registration of public company as private company
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| 1.K | Special resolution for re-registration of unlimited company as limited company
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| 2.A | Resolution to increase capital
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| 2.B | Resolutions to consolidate shares and sell fractions
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| 2.C | Resolution to subdivide shares
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| 2.D | Resolution to convert shares into stock
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| 2.E | Resolution to reconvert stock into shares
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| 2.F | Resolution to cancel unissued shares
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| 2.G | Special resolution to reduce capital
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| 2.N | Special resolution approving provision of financial assistance for purchase of shares
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| 2.O | Resolution giving directors authority to allot shares
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| 7.E | Special resolution approving off-market purchase of shares
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| 7.F | Resolution approving market purchase of shares
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| 7.G | Special resolution to alter the articles of association to authorise a company to issue redeemable shares or to purchase its own shares
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| 7.I | Special resolution for a private company giving authority to purchase or redeem shares out of capital
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| 8.L | Special resolution validating acts of directors
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| 10.A | Resolution for appointment of first auditors
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| 10.B | Resolution for periodic reappointment of auditors
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| 10.D | Resolution for removal of auditors
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| 10.E | Resolution for appointment of auditors other than retiring auditors
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| 10.G | Dormant companies: exclusion of appointment of auditors
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| 12.L | Notice of requisitioned meeting given by requisitionists
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| 12.M | Notice of class meeting
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| 12.N | Notice of annual general meeting (private company)
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| 12.O | Notice of annual general meeting (public company with listed shares)
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| 12.P | Notice of extraordinary general meeting (public company)
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| 12.V | Agenda for annual general meeting
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| 12.W | Agenda for annual general meeting (extended form)
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| 12.Z | Minutes of annual general meeting
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| 12.DD | Resolution (members) in writing
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| 12.EE | Resolution (class of members) in writing
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| 12.FF | Elective resolution
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| 12.HH | Minutes of general meeting (single-member company)
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| 12.II | Written record of decision by sole member (single-member company)
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| 13.C | Special resolutions for reconstruction and liquidation
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| 15.C | Creditors’ voluntary winding-up: notice of first meeting of members
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| 15.D | Members’ voluntary winding-up: notice of first meeting of members
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| 15.G | Members’ voluntary winding-up: extraordinary resolution to wind up to be sent to Registrar and Gazette
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