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The Role of Company Secretary of a Company Limited by Guarantee (eLearning)

Target Audience

Anyone wanting a good understanding of the knowledge and skills required to fulfill both the legal duties associated with the role and the administrative duties assigned to the role by the Board.

Outline

Every company limited by guarantee must appoint a Company Secretary. In a company limited by guarantee (the legal structure of choice for most non-profits in Ireland) this role is frequently filled by a board director or staff member. It is the responsibility of a board of directors to ensure that the person acting as its Company Secretary, has the necessary knowledge and skills to fulfil both the legal duties associated with the role and the administrative duties assigned to the role by the Board.

Course Structure

The e-learning course is divided into 10 component parts and takes approximately 1.5 hours to review. Practical templates are provided with course topics. Participants should allow for additional time to fully complete the practical work associated with the lessons in the course. Topics are self-contained to facilitate micro-learning for the time conscious participant.

1. Introduction: Company Law in Context

The Companies Act 2014 commenced on June 1st, 2015. In this introductory lesson, we will look at the implications of the Act for existing Companies Limited by Guarantee (CLG) and for those organisations who may wish to register as companies in the future.

2. Company Responsibilities

To identify the key legal responsibilities of a Company Limited by Guarantee.

3. Core Functions of a Board of Directors

To identify the core functions of the Board of Directors and the overarching principles of good corporate governance.

4. Fiduciary Duties of Company Directors

To identify the eight fiduciary duties of Company Directors as set out in Section 228 of The Companies Act 2014.

5. Shadow and De Facto Directors

It is helpful for a company secretary to understand what the terms shadow and de facto director mean. This lesson explains the concept of both.

6. Appointing a Company Secretary

In a CLG, directors must ensure that the Company Secretary has the skills necessary to carry out their role. This means that the appointment of the company secretary must be discussed at board level and the decision to appoint the company secretary recorded in board meeting minutes.

7. Legal Duties of a Company Secretary

This lesson identifies the legal duties of a Company Secretary.

8. Administrative Duties of a Company Secretary

In addition to the legal duties attaching to the role, a board of directors may also assign administrative duties to the company secretary.

9. The Company Constitution

In supporting the Board of Directors, a company secretary must be mindful of the company’s legal requirements to adhere to the the Companies Act 2014 and their reporting obligations to the Companies Registration Office (CRO).

10. Company Secretary: Key Skills

Aside from having very good organisational skills, interpersonal skills and communication skills, there are two practical skills that a board secretary should possess, i.e. the ability to set a meeting agenda in co-operation with the board Chairperson and the ability to take the minutes of board meetings. In this lesson, we look at this skills in more depth.

Upon successfully completing the course, participants may download free of charge a course Certificate of Completion.

Fees

€43.05

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