Course Outline
The course introduces the concepts, requirements and procedures of company law with particular emphasis on the application and operation of the law.
Who should attend ?
The course will be of particular interest to staff carrying out supporting legal, administrative and finance duties relating to company law in all types of professional services and commercial firms.
Certification
Certificates of Attendance will be issued to participants who attend a minimum of five workshops.
Venue and Date
Institute of Legal Studies Tuition Centre, 19/12 Vincenti Buildings, Strait Street, Valletta VLT1432
23rd, 25th 29th & 30th October; 1st, 6th & 13th November, 2018
Participation Fee
€ 300; cheques payable to Institute of Legal Studies Malta
Registration
To apply kindly use our online registration form.
Programme:
Tuesday 23rd October, 2018
1530 – 1800hrs
Session 1 – An Overview of Commercial Partnerships, Dr. Yanika Fino; GANADO Advocates
- Company Law in Malta
- Commercial Partnership as business Medium
- The Three Commercial Partnerships
- Fundamentals of the Partnership En Nom Collectif
- Fundamentals of the Partnership En Commandite
- Article 127 of the Companies Act and Related Issues
Session 2 – Principles of Company Law, Dr. Annalise Papa; GANADO Advocates
- Types of Companies: Private, Private-Exempt, Public, Single-Member Companies
- Distinction between Ownership & Control
- Separate Juridical Personality
- Concept of Limited Liability
- Shareholders, Directors, Shadow Directors, Management
- Legal Representation of Companies & Ultra Vires Rule
Thursday 25th October, 2018
1530 – 1745hrs
Session 3 – Incorporation of Companies, Dr. Elise Dingli; GANADO Advocates
- Incorporation of companies
- Analysis of Memorandum & Articles of Association (Specimen)
Session 4 – Capital, Dr. Mario Zerafa; GANADO Advocates
- Capital
- Share Capital & Debt Capital
- Classes of Shares & Class Rights
- Changes to a Company’s Share Capital & Maintenance of Share Capital
- Pledging of Securities
Monday 29th October, 2018
1530 – 1730hrs
Session 10 – Holding of Shares by Trustees or Fiduciaries, Dr. Anthony Cremona; GANADO Advocates.
Tuesday 30th October, 2018
1530 – 1800hrs
Session 5 – Directors, Dr. Mark Caruana Scicluna; GANADO Advocates
- Appointment & Termination
- Powers
- Duties and Liabilities
Session 6 – Meetings & Resolutions, Dr. Lorraine Poole; GANADO Advocates
- Annual General Meetings
- Extraordinary General Meetings
- Ordinary & Extraordinary Resolutions
- Board Meetings & Alternate Directors
- Calling a Meeting (Notice, Service, Agenda, Quorum)
- Procedure at Meeting (Chairperson, Motions, Resolutions, Minutes, Approval of Minutes, Adjournments)
- Voting
- Proxies
Thursday 1st November, 2018
1530 – 1800hrs
Session 9 – Accounts, Audit & Annual Return, Mr. David Delicata; Deloitte
- Keeping of Accounts
- Accounting Reference Period
- Audit & Auditors
- Directors’ Report
- Auditors’ Report
- Laying of Accounts before General Meeting
- Distribution of Profits- Dividends
Tuesday 6th November, 2018
1530 – 1800hrs
Session 7 – Corporate Governance; Dr. Marina Grech, GANADO Advocates
- Corporate Governance – Definitions, Importance and Pillars thereof
- Effective Board and the Role of the Board
- Corporate Governance Failures : Implications for Directors
- Code of Principles of Good Corporate Governance for Listed Companies
Session 8 – Company Secretary Statutory Duties and Notifications, Dr. Marina Grech; GANADO Advocates
- The Company Secretary
- Procedure at Meetings
- Transfer & Transmission of Shares
- Register of members & register of Debentures
- Share certificates
- Management of Registered Office
- Annual Return
- Penalties & Time-Limits
Tuesday 13th November, 2018
1530 – 1745hrs
Session 11 – Registrar of Companies, Dr. Geraldine Baldacchino; MFSA
- Function of Registrar of Companies
- Investigative Power
Session 12 – Dissolution & Winding-up of Commercial Partnerships, Dr. Carla Barthet; GANADO Advocates
- Insolvency and its Practical Relevance
- Winding- up by the court
- Members’ Voluntary Winding-up
- Creditor’s Voluntary Winding-up
- Company Recovery Procedures
