Certificate in Company Secretarial Law and Practice

Programme objectives

On completion of this training programme, participants will be able to:

• Identify the scope, role, and functions of the company secretary, and apply them in the employing or client organisation;
• Critically evaluate the role of company secretary as an advisor to the board;
• Ensure effective communication and dissemination of information to and from the board, both internally and externally, for the optimum benefit of the organisation;
• Discuss and report on the law and best practice in key functional matters (for example, meetings and share capital management);
• Identify required actions arising from statutory obligations and best practice in terms of financial, compliance and governance reporting and disclosure;
• Apply statutory requirements and good practice in relation to shareholder related communications;
• Ensure compliance with CRO filing requirements;
• Explain the company law framework in Ireland as governed by the Companies Act 2014 as amended.

Programme structure and approach to learning

Jointly awarded by the Law Society of Ireland and the Chartered Governance Institute (CGI) , this certificate offers a practical insight into company secretarial requirements in Ireland. The requirement in the Companies Act 2014 obligating the directors of a company to appoint a suitably qualified individual to the position of company secretary has enhanced the company secretary’s position as the principal legal administrative and compliance officer within a company. The duties and responsibilities of the company secretary vary depending on the industry in question and the type of company involved. With an increased focus on the need for effective governance in the current climate, the position has expanded in many companies, and the scope of the role has moved beyond corporate compliance to become a focal point for advice about governance, compliance, and the conduct of business.

This established course focuses on the procedural requirements of company secretarial practice and aims to provide participants with a comprehensive understanding of the company law framework and key corporate governance provisions under the Companies Act.

CGI Professional Subscription

Enrolment on the course entitles students to take up an offer of 12 months' professional subscription of CGI. The CGI professional subscription is designed for company secretaries, legal counsels, lawyers and everyone with responsibility for governance, risk and compliance in organisations of all sizes, including businesses, trusts and charities. It offers access to CGI’s supportive professional community where you will find expertise, guidance and development advice.

On successful completion of the course, students can apply to the CGI for affiliated membership.

Benefits of Professional Subscription

• Access to the governance helpline,
• Issues of the industry leading Governance and Compliance magazine,
• Access to the full suite of guidance notes,
• Regular technical briefing emails,
• Subscriber discounts on training and events (average 10%),
• Communications to attend Irish Region-run members events of which CPD events are free.

CGI Exemption

Students who pass the Certificate in Company Secretarial Law and Practice will be eligible for an exemption from the 'Part One – Company Compliance and Administration' module of the CGI Chartered Governance Qualifying Programme .

Modules

Module 1: Company law, the secretary, the board and members

• The role and legal duties of the company secretary,
• The Companies Act – structure and key provisions,
• The company incorporation process.

Module 2: Corporate compliance

• Maintaining the statutory registers,
• Types of members’ and directors’ resolutions,
• Annual returns and financial statements,
• Corporate governance.

Module 3: Corporate compliance 2 - shares

• Summary approvals procedure,
• Share capital – allotment, variation and transfer,
• Redemption and buyback.

Module 4: Corporate compliance 3 - wind up

• Types of company wind-up,
• Strike-off and restoration.

Module 5: Public limited company

• • An introduction to the company Secretarial requirements of a PLC.

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