ΠΕΡΙΓΡΑΦΗ

Following the trends in the Cyprus legal sector, the need arises for the training of lawyers and corporate administrators who have limited knowledge and skills regarding the definition and management of responsibilities arising from real beneficiaries, directors and secretaries of Cypriot companies as well as their obligations.

This seminar will help participants develop skills in choosing the right secretary or manager in a company, understanding the risks that may arise from such an appointment, understanding and drafting the necessary documents during the appointment process and the right agreement they should have with a client as well as the development of good practices to protect them in cases of mishandling or a 'bad' appointment on their part.

ΣΕ ΠΟΙΟΥΣ ΑΠΕΥΘΥΝΕΤΑΙ

- Lawyers

- Corporate administrators

- Compliance officers

ΠΕΡΙΣΣΟΤΕΡΕΣ ΠΛΗΡΟΦΟΡΙΕΣ

Course Content

MODULE 1: The Company Secretary: the role and the liabilities

● Introduction to the program

● Introduction of the trainer

● Introduction of trainees

● The definition of the company secretary

● The role of the company secretary in a Company

● The responsibilities of a company secretary

● What are the liabilities of a company secretary?

● What to do for the right appointment of an entity as secretary in company

● Possible relief from liability for breach of a secretary’s duties

● Ability of the directors/shareholders to ratify an unlawful action by a company secretary

● The case of Panorama Development (Guilford) Ltd v. Fidelis Furnishing Fabrics Ltd

● Case studies and practical exercises

MODULE 2: The UBOs: the role and the liabilities

● What is an Ultimate Beneficial Ownership (UBO)?

● Who is Ultimate Beneficial Owner (UBO) for Companies?

● Determining control unrelated to ownership

● Why is important?

● What’s the position for nominee shareholders? The relationship with the UBO

● Beneficial ownership versus legal ownership

● What are the liabilities of the UBOs?

● Who is liable if the company fails to discharge its debts?

● The importance of careful drafting of Trust Deed agreement: tips and drafting techniques

● How to write the best engagement letter for better protection?

● Case studies and practical exercises

MODULE 3: The Company Directors: the role and the liabilities

● The appointment of directors of a law firm, corporate admins as nominees in a Company

● What processes need to be in place for the correct management and the exercise of independent judgment?

● The role and duties of a company director

● Lessons for nominee directors and their appointing shareholders

● Board structure and practices

● The myths of nominee directorship - The cases of Hawkes v Cuddy (2009) EWCA Civ 291 and the case of Criminal Appeal No. 323/2015 Attorney General of the Republic v Solomonidi.

● The Directors’ statutory obligations

● Protecting a ‘nominee’ director from liability

● The importance of careful drafting of Director’s Indemnity Agreement: tips and drafting techniques

● Why would someone take legal action against a ‘nominee’ director of a company?

● Are ‘nominee’ directors personally liable for company debts?

● What else are ‘nominee’ directors personally liable for?

● Why would a company ‘nominee’ director be liable and not the company?

● What happens if a Court finds company ‘nominee’ directors liable for the entity’s VAT obligations?

● Insurances that offer protection for ‘nominee directors’.

● Case studies and practical exercises

Course Methodology

Live distance learning via Zoom. This method enables the instructor to continuously assess the receptivity of the trainees and to be constantly updated accordingly. During the training, appropriate techniques will be developed and assist the subject of training. The lecture and the regular discussion challenge are the main pillar of the training techniques in this program.

Certificate Awarded

A Training Certificate will be awarded to those participants who will successfully complete the training.