Barrister & Company Secretary Caroline BuchanChambers of Miss C Buchan
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FAQ

Let's get straight to the point!


What is a Company Secretary and why is it a good thing to know one!

From time to time even the best-run business needs some advice or a second opinion on the “known unknowns and unknown unknowns”.  Healthy businesses plan for the future and having an independent review of your strategy can really help. 
 
Directors are ultimately responsible for ensuring the company is properly administered in accordance with regulatory and statutory duties and are clearly more than capable of filing an annual return.  A good Co Sec will give you the additional value of taking administrative and regulatory burdens off your hands and give you the benefit of an experienced company commercial perspective from a step back. 

Company Secretaries are high-ranking professionals with a broad base of skills unique among the professions and able to give real support. Trained in law, finance, accounting, strategy and governance, and providing a focal point for independent advice and guidance on the conduct of business, governance and compliance we are key players with the skills, vision and values to take organisations and clients forward. A good Co Sec will also be able to advise on expansion and exporting overseas and how to go about it and should be able to draft a contract that protects your position for example by setting the exchange rate.
Good governance is fundamental to good business decision-making and organisational performance. An excellent company secretarial service therefore extends way beyond the issue of safety and regulatory compliance and can provide a positive and productive working relationship to grow your business.
 
It is worth remembering that if you're running a public limited company you must by law have a Company Secretary.
 
A limited company however is granted the "privilege" of limited liability; it therefore needs to comply with administrative requirements to enable accurate information disclosure to the public protecting the public, business partners and employees, who need to assess the credibility and capability of the company and the management of the company because compliance with disclosure requirements shows that directors are acting in good faith.
 
When you set up a limited company, you will designate a registered address for your business. This cannot be a PO box, it must be a real address. The Company Secretary is responsible for ensuring that the company's registered address and company number appears on all business stationary. A good Company Secretary will respond promptly to all communication and therefore help stave off potential problems like litigation or insolvency.
 
A Company Secretary will be responsible for excellent record keeping meaning that all your records are kept in good order and company registers kept in one location for inspection leaving you with more time to concentrate on growing your core business without worrying that you have missed filing deadlines.
 
A Company Secretary can also take on additional administrative duties - particularly in very small businesses. For example, it might make sense for the Company Secretary to take on duties such as ensuring legal compliance in areas such as health and safety and data protection, VAT registration, insurance and pensions, and managing the company's premises and facilities.
 
We are also often asked to sign leases on behalf of the board or act as a signatory more generally. We may also get involved in negotiations with outside advisers, including accountants and lawyers. Company Secretaries endeavour that actions are taken that ultimately reduce the business and personal tax burdens.
 
Business people are more aware since the 2006 Companies Act that a breach of the rules can lead to companies being struck off and even the prosecution of directors. Delegating the company secretarial work means that although directors are ultimately liable directors can be sure that their company is complying with this vastly legalistic area, leaving them to concentrate on their own business.
 
The Companies Act requires a minimum of two officers to be appointed at all times. If you are in business on your own it can often be difficult to find someone else to take on the role of company secretary as they maybe unsure of there legal obligations and responsibilities. I can help take the pressure off busy directors and members, enabling clients to balance regulatory requirements with other business priorities. This is ideal for a one-man or woman company where the director does not wish to appoint family members or friends as a secretary or for companies coming to market who wish to minimise internal resource requirements and manage regulatory obligations.
 
A Company Secretary manages the processes involved with developing and implementing company legislation, regulation and best practice. Working in a wide range of sectors, we are responsible for ensuring that board members are properly advised of their responsibilities by co-coordinating the proper and efficient flow of information.

Closely involved in the decision-making process, a good Company Secretary frequently ensures the implementation of board decisions.


 
 
 
 
Why it is good to know a barrister:

I deliberately do not compete directly with High Street firms and in Haywards Heath, West Sussex, I think I may be the only lawyer that practices in company and commercial law and also in construction which is one of my favourite areas of interest.  I think direct public access barristers are taking some of the business away from solicitors as clients realise that going to a solicitor costs more by the hour as they have greater overheads and practices to manage.  In addition solicitors will frequently refer work onto barristers anyway, (as they frequently only specialise in one or two areas as that is how they are trained with their 4 seats training contracts), for detailed written advice, drafting or representation anyway so it cuts out the middleman. 

While I can easily do a lot of the things a solicitor does, I also offer the traditional barrister's knowledge, experience and skills at the next level.  In 2011 there were only about 15,000 barristers in England and Wales but over 150,000 solicitors.  It's a very tough profession to break into and I've been very pleased to be working consistently as a barrister for 12 years.  In barrister parlance that makes me a "senior junior".  I've been in court where an ancient QC has been referred to by an even older Judge as "Young Mr so and so". It's that sort of world.

I think my additional co sec services and knowlege and also the specialised dispute resolution work I've done in terms of mediations and arbitrations as well as court experience makes me a very valuable commodity and a source of comprehensive and practical legal knowledge for my clients and confidence that they are in a safe pair of hands.  I think that is why I enjoy so much working alongside my clients and their businesses although the ad hoc work is also interesting.  I enjoy the business side of law.


Direct Public Access how it works
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The Public Access Rules came into force in July 2004 and members of the public are now able, in many circumstances, to instruct a barrister direct. 

I will issue you with a Bar Council approved client care letter to set out the terms we would be working on and you always have recourse to the Bar Council in the unlikely event that you may have a complaint.
 
The potential benefits of Public Access to the consumer are now being recognised by many organisations and business people, as well as by members of the general public. Users of the scheme report that barristers instructed directly are approachable and deliver a high quality service with increased speed and efficiency.

 A Public Access barrister can represent a client in court. Naturally, those who go directly to a barrister have more control over their case, and very often save money.
 
Examples include:
 
• Barristers undertaking categories of work which solicitors commonly refer to counsel in any event;
 
• Frequent litigants using Public Access on a regular basis to cover the legal aspects of their business.
 
• barristers running cases all the way to trial from start to finish, with the client acting, in effect, as litigant in person for solicitor functions;
 
• Cases in which, without Public Access, the client would have been denied access to justice by not being able to pursue a claim; and
 
• Cases in which the ability to instruct counsel directly has been instrumental in securing a speedy outcome;

The ability to instruct a barrister directly has enabled many litigants who would otherwise be unrepresented to obtain specialist legal advice and representation efficiently and at reasonable cost.
 
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