Certificate Course in Company Law

Participants can plan incorporation steps and maintain the core records required for a valid company.

• Incorporation documents checked against statutory formation requirements
• Registered office, legal name and business-object requirements assessed
• Certificate of incorporation distinguished from licences and operating permits
• Statutory registers maintained for members, directors and charges
• Beneficial ownership information captured under applicable disclosure rules
• Annual returns and event-driven filings scheduled using compliance calendars

Participants can interpret constitutional documents and determine whether a proposed action is authorised.

• Memorandum and articles interpreted as the company’s constitutional contract
• Model articles compared with bespoke shareholder governance provisions
• Objects clauses and capacity restrictions tested against proposed transactions
• Reserved matters allocated between boards, shareholders and delegated executives
• Execution clauses reviewed for contracts, deeds and powers of attorney
• Authority matrices linked to constitutional limits and approval thresholds

Participants can analyse parent-subsidiary relationships, control rights and group governance risks.

• Parent, subsidiary and affiliate relationships classified using control tests
• Corporate groups mapped through ownership, voting and board appointments
• Subsidiary autonomy assessed against parent directions and fiduciary duties
• Group policies distinguished from legally binding company-level decisions
• Cross-guarantees examined for authority, benefit and solvency concerns
• Minority protections considered within controlled corporate structures

Participants can determine director appointment, removal, authority and delegation requirements.

• Director appointment procedures checked against constitutional and statutory requirements
• De facto and shadow director status assessed from conduct
• Board powers separated from management’s delegated operational authority
• Delegations documented through resolutions, mandates and signature protocols
• Director removal processes evaluated for notice and voting requirements
• Officer appointments linked to filing, reporting and accountability duties

Participants can assess director conduct against core fiduciary and statutory duties.

• Duty of care assessed using informed decision-making standards
• Good faith and proper-purpose duties applied to contested decisions
• Loyalty obligations tested against personal interests and competing opportunities
• Business judgment rule requirements examined through board-process evidence
• Corporate opportunity doctrine applied to diverted commercial prospects
• Personal liability risks identified from breaches, losses and sanctions

Participants can identify, disclose and manage conflicts before a corporate decision is taken.

• Interest registers designed for directors, officers and connected persons
• Conflict disclosures timed before deliberation, voting and contract execution
• Related-party transactions screened for approval and disclosure triggers
• Abstention, recusal and independent-committee safeguards compared
• Fairness evidence documented through valuations, tenders and market testing
• Corporate opportunities escalated before personal pursuit or diversion

Participants can organise legally sound board meetings and create defensible corporate records.

• Board agendas structured around decisions, information and reserved matters
• Meeting notices checked for timing, content and delivery requirements
• Quorum rules tested before directors deliberate or vote
• Written resolutions used where constitutional rules permit circulation
• Minutes record material considerations, dissent and approved actions
• Board packs controlled through versioning, confidentiality and retention rules

Participants can manage shareholder rights, meetings and remedies for unfair treatment.

• Shareholder rights mapped by class, voting power and constitution
• Annual and extraordinary meeting requirements distinguished by decision type
• Proxy appointments and poll voting managed under procedural rules
• Special resolutions identified for constitutional and capital changes
• Pre-emption rights applied to proposed new share issues
• Oppression and unfair-prejudice remedies assessed from shareholder conduct

Participants can evaluate lawful share issues and document the associated corporate approvals.

• Authorised, issued and paid-up capital distinguished for legal purposes
• Share classes designed around voting, dividend and liquidation rights
• New issuances tested against authority, pre-emption and valuation requirements
• Subscription agreements linked to conditions precedent and closing deliverables
• Share certificates, registers and allotment returns updated accurately
• Securities-law boundaries identified when offering shares to investors

Participants can review transfer restrictions and plan governance for shareholder exits.

• Transfer restrictions compared across articles and shareholder agreements
• Right of first refusal procedures mapped from notice to completion
• Tag-along and drag-along clauses tested against sale scenarios
• Call and put options reviewed for pricing and enforceability
• Deadlock mechanisms assessed using escalation, mediation and buyout models
• Exit approvals coordinated with register updates and regulatory filings

Participants can assess whether dividends and capital transactions satisfy legal constraints.

• Distributable profits calculated from applicable financial reporting principles
• Solvency tests applied before declaring dividends or distributions
• Interim and final dividends approved through correct corporate authority
• Unlawful distributions traced to director liability and recovery claims
• Capital reductions planned through approvals, creditor protection and filings
• Share buybacks assessed for funding, solvency and equal-treatment issues

Participants can identify company-law approvals and risks in financing arrangements.

• Board borrowing authority checked against constitutional borrowing limits
• Security interests classified across charges, pledges and assignments
• Corporate benefit analysed before granting group guarantees or security
• Financial assistance restrictions tested for acquisition-financing structures
• Priority consequences examined through registration and perfection requirements
• Lender conditions precedent aligned with corporate approval deliverables

Participants can build a filing and disclosure plan for recurring and event-driven obligations.

• Annual accounts, returns and confirmation statements scheduled for filing
• Director and registered-office changes reported within statutory deadlines
• Beneficial ownership disclosures tested against control and threshold rules
• Material event reporting distinguished from ordinary operational announcements
• Disclosure controls assigned through owners, deadlines and evidence trails
• Late-filing consequences assessed for penalties, prosecution and reputational risk

Participants can translate governance principles into practical controls, reporting and oversight arrangements.

• OECD G20 Principles applied to accountability and shareholder treatment
• Board committees structured around audit, remuneration and nomination responsibilities
• Terms of reference define scope, authority and reporting lines
• Governance calendars align meetings, filings, evaluations and annual approvals
• RACI matrices assign ownership for recurring corporate-law obligations
• Compliance monitoring reports track exceptions, remediation and overdue actions

Participants can conduct a focused company-law review for an acquisition or investment transaction.

• Corporate due diligence scopes ownership, authority and compliance records
• Data-room review identifies constitutional, filing and approval deficiencies
• Representations and warranties linked to verified corporate-law facts
• Conditions precedent list approvals, consents and registration requirements
• Disclosure schedules capture exceptions to transaction representations
• Closing checklists sequence signatures, resolutions, filings and register updates

Participants can plan company-law approvals and implementation steps for structural transactions.

• Asset sales and share sales compared for approval consequences
• Merger structures assessed for shareholder, creditor and regulator approvals
• Scheme arrangements examined through court-supervised voting procedures
• Intra-group reorganisations mapped through transfers, novations and resolutions
• Employee, creditor and minority interests identified during restructuring
• Implementation plans coordinate signing, completion and post-closing filings

Participants can recognise financial distress and identify directors’ immediate company-law duties.

• Cash-flow and balance-sheet insolvency tests distinguished for legal analysis
• Wrongful trading and insolvent-trading risks assessed for directors
• Creditor interests considered when insolvency becomes probable
• Voidable preferences and undervalue transactions identified before enforcement
• Administration, liquidation and receivership roles compared by appointment authority
• Board response plans preserve records, advice and stakeholder communications

Participants can identify likely remedies and preserve evidence when corporate disputes arise.

• Derivative actions distinguished from personal shareholder claims
• Minority remedies matched to prejudice, exclusion and mismanagement allegations
• Declaratory relief and injunctions considered for urgent corporate disputes
• Document preservation plans protect minutes, messages and transaction records
• Regulator investigations managed through disclosure, cooperation and legal privilege
• Settlement authority confirmed before resolving corporate governance claims

Participants can build, review and present a complete corporate governance and transaction compliance file for a proposed company action.

• Fact pattern analysed for entity status, ownership and constitutional constraints
• Authority matrix identifies board, shareholder and delegated approval requirements
• Director-duty and conflict assessment documents safeguards and disclosure steps
• Board and shareholder resolution pack prepared with supporting minutes
• Filing calendar schedules register updates, notices and regulator submissions
• Due diligence findings prioritised through legal risk and remediation actions
• Final file presented and defended against stakeholder and regulator questions