Helping you operate globally Corporate Secretarial Services · 2019. 2. 13. · Corporate...

Helping you operate globallyCorporate Secretarial Services

Meeting the needs of corporatesWherever in the world your companies are located, you need to know that your centralised business decisions are accurately implemented by your local entities and that your companies are in compliance with local law.

Recognising that a co-ordinated approach is essential, we offer a team committed to ensuring that your companies are given the very best in corporate secretarial and governance services through:

– a single point of contact with a dedicated project manager

– centralized and accountable billing – for most clients this is one bill covering all their entities

– a commitment to tailoring our services to meet with your group guidelines and ensuring our local counsel observe any applicable protocols

Our experience in providing international corporate secretarial services has enabled us to build up an extensive portfolio of local counsel that is second to none, covering almost all jurisdictions from the Pacific Rim to Africa, Eastern Europe, Latin America, the Far East and the US.

There is an ever-increasing administrative burden placed on today’s companies, particularly those with operations around the world. We have established a Corporate Secretarial team dedicated to assisting you with your company’s regulatory compliance around the globe.

Helping you operate globally Corporate Secretarial Services

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Meeting your needsWe provide our annual compliance service to clients with entities in more than 100 jurisdictions.

The intention is that this service includes the routine matters that a company would expect to occur each year in order for its subsidiaries to remain in good standing, such as:

– maintaining the company’s records

– developing or maintaining any online database for the purpose of keeping corporate information

– preparation and filing of annual returns with the local registry

– assistance with drafting and filing the necessary approvals in relation to year end requirements and issuing reminders of accounting deadlines

Transition of company records

Health check and remedial action

Entity management and global compliance

General advice relating to compliance matters

that may arise

Assistance with annual compliance matters/year

end formalities

Assistance with routine changes,

eg director change

Online database supportIssuing of reminders

for any upcoming compliance deadlines

Annual compliance

– typically two routine changes per entity, for example, preparing the documentation and completing all subsequent filings in order to effect a change of registered address or director

All jurisdictions have local variations in their requirements and we are able to offer a fixed fee charge for our annual compliance service, wherever in the world your entity is registered.


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What we do for clients In addition to maintaining your annual compliance activities, we also assist with entity management projects and instructions. Our team is experienced in providing the necessary momentum and organization so that projects are completed efficiently. We understand that to be effective we need to work together as one team with you and your existing advisors.

Some of the projects we regularly assisted in are:

– formation of new of entities, including companies and branch and representative offices

– integration of newly acquired entities into a client’s pre-existing corporate structure e.g. financial year changes, name changes, board of director changes

– integration programme following acquisition / merger e.g: board changes, entity name, financial year end changes in multi-jurisdictions. The scale of projects we have been involved in ranges from 10 to over 100 jurisdictions

– assisting with the implementation of new tax structures such as share transfers and changes in shareholding

– dissolution and liquidation of entities, including branch and representative offices and companies

– cash repatriations such as dividend distributions and capital contributions

– standalone health check projects

When assisting with your project we will offer:

– a project manager to act as a single point of contact

– a single fixed fee invoice for the entire project supported by one centralised billing system

– a co-ordinated approach by, for example, preparing documents using a standardised template, to ensure consistency and clarity, thus ensuring effective signing in a timely manner and overall visibility of the actions being undertaken

– the support of an experienced and knowledgeable team who are well practiced in effecting global changes; be that one change, or over one hundred

– the benefit of a global law firm with an international presence or connection in over one hundred jurisdictions

“ Parker has used the company secretarial services offered by [Eversheds Sutherland in the UK] for many years. It is a comprehensive service and ensures a professional and consistent approach to this important area of the organisation. With over 60 companies it is comforting to know that [Eversheds Sutherland in the UK] are able to provide technical knowledge and support promptly.

As we move to simplify our structure, the knowledge and history of the group that has accumulated over the years is proving invaluable, not only as their database is called upon to retrieve information but also to store documentation for future reference.“

Parker Hannifin Ltd

Project management


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Entity Incorporation

Board Support

Entity Management and Global Compliance

Project Management and co-ordination of services

Entity Closure


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It is important to have a reliable means to store information on your entities around the world. The use of corporate database software is the best method of storing information and having it readily available for use on any matters. By storing your company information online, it is easily accessible to anyone granted access, no matter where in the world they are located, no matter what the time difference.

We are developing a matter management system that allows us to track from start to finish both year-end compliance and changes to our client’s entities. It will include a live dashboard to provide real-time, visualised MI. Matters will be tracked through workflows, which guide you through the matter and provide an effective overview of work being done in you entities.

Heat maps show upcoming due dates and provide an overview of the current status, allowing you to click into the map for more details information about the individual filings.

In addition to developing this new matter management system, through which we have automated some of our internal processes, we have a long history of using and maintaining a range of corporate database software. This means that we are familiar with tailoring our service to your pre-existing set-up, and are in a position to record your information and documents in your database and keep this up to date.

Reporting


“ The relationship with our own team and Eversheds Sutherland runs smoothly and efficiently, and in terms of cost we regard it as an excellent annual investment.

Further, there is the added bonus of a maintained corporate database for all entities which is instantly accessible and always up to date. The speed with which we can answer the most arcane of questions always surprises, and reflects well on Eversheds Sutherland’s hard work and attention to detail.“

Mark Willis-Jones, General Counsel EMEA & AP, Armstrong World Industries

What we do for clientsWe appreciate that trying to find information on the legal framework of jurisdictions around the world can be time consuming and potentially costly. In response we have set up Worldwide Compliance, an online tool designed to help multinational companies manage their international subsidiaries more efficiently. We do this by providing you with access to information which will equip you with a basic understanding of routine corporate procedures ahead of time.

Worldwide Compliance is an online database that can be accessed from any computer (once log in details have been provided). It covers up to 70 jurisdictions and contains information on procedures, such as:

– incorporation of a new entity

– annual compliance requirements to keep an entity in good standing

– change of director

– company name change

– dividends

– distributions

The information held on a director change, for example, includes a note of the documents/information required in order to proceed with the change. Our experience tells us that the ability to access and understand the differing requirements in each jurisdiction increases efficiency and ultimately saves cost.

The database provides an invaluable first point of reference for clients when considering a corporate action in a foreign jurisdiction. We are adding new information to the database every day.

Global advice at your fingertips – Worldwide Compliance

Worldwide compliance – reduces the risk of non-compliance due to differing statutory obligations overseas

– demonstrates good governance/risk management

– increases visibility and control of foreign subsidiaries

– provides instant access to information relating to entities in differing time zones

– enables greater certainty when planning and costing transactional work

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We can assist you with reviewing the corporate records of your entities in over 100 jurisdictions around the world.

A corporate health check (or company review) is an invaluable exercise carried out to ensure that your understanding of your entities corresponds with both the information at the local registry and the company books.

The corporate health check plays an important role in the due diligence process, highlighting any potential compliance issues before they have a negative impact on the operational side of your business.

Following the completion of the report we will then recommend any remedial action that should be undertaken. Our dedicated team can work with you to ensure that all action highlighted in the report is carried out efficiently so that your entities remain compliant with local corporate secretarial regulations.

Did you know? – being part of a full service law practice, we are able to quickly access the necessary technical excellence to assist with matters that are more complex in nature

– we have our own LinkedIn group dedicated to keeping our clients abreast of relevant legal updates and changes

– we have developed Worldwide Compliance, which is an extensive knowledge bank of information, enabling you to instantly access information on local laws and routine matters

– we have a large team of over 45 people based in one location which is dedicated to meeting your needs

– we work with a range of software to ensure that you can instantly access your corporate information no matter where in the world you are located

Corporate health check


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We have developed Directors’ Duties handbooks to provide directors in over 60 jurisdictions with up-to-date practical information covering their legal duties, powers and liabilities. We are regularly adding new jurisdictions to the portfolio and in time will be able to provide handbooks for all jurisdictions in the scope of this engagement. The handbooks are available in electronic format and are tailored to the activities of the company to ensure that the content and format best fits the activities of your entities and the specific roles of your directors. The handbooks not only focus on corporate law considerations, but also a variety of complimentary areas such as:

– health and safety

– anti-money laundering

– anti-bribery and corruption

– cyber risk

The handbooks include a range of practical information to support directors answer questions ahead of time on matters such as board composition, residency requirements, and tax registration obligations. Our approach is to provide practical, succinct and clear guidance for application by directors in their day to day activities without excessive legal jargon.

In addition to advising directors on their liabilities, we can also offer tailored advice with regards to appropriate methods of indemnification, which can include:

– advising on the most appropriate methods of indemnification in each given jurisdiction, for example the use of a guarantee agreement or indemnity letter or the ability to release directors from any potential liabilities incurred the previous year at your annual meeting

– amending your company’s standard indemnification material to ensure its compliance within every jurisdiction your director operates in

– reviewing your entity’s constitutional documents to ensure that they contain the appropriate provisions in regards to the necessary protections for both your officers and company

Directors’ Duties handbooksIn a world where companies have expanded across the globe there is an expectation that individuals will assume the role of director wherever the company may be registered. Understanding and becoming aware of the duties and responsibilities of being a director in those jurisdictions helps reduce the risk that both the company and the individual face. Our Corporate Secretarial Services team is experienced at advising large multi-national corporates of such risks.


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Belgium

Isle of Man

Iceland

Guernsey

Netherlands

Jersey Luxembourg

Italy

Burkina Faso

Portugal

Tunisia

Senegal

Morocco

Guinea

Angola

Namibia

CameroonEquatorial Guinea

Gabon

Cayman Islands

Chile

Colombia

Ecuador

Peru

Costa RicaPanama

El Salvador

Mexico

Guatemala

Spain

Ireland

Norway

France

Greenland

Argentina

Uruguay

Paraguay

Venezuela

BahamasTurks & Caicos

British Virgin Islands

HondurasPuerto Rico

Nicaragua

Bermuda

Canada

US

Brazil

Gibraltar

Algeria

TogoGhana

UK

CroatiaSlovenia

Switzerland

Scope of coverage

French Guiana


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Azerbaijan

Australia

PhilippinesVietnam

Sri Lanka

Fiji

Brunei Darussalam

China

Japan

TaiwanIndia Hong Kong

Macau

Kazakhstan

Russia

Belarus

Ukraine

PolandNetherlands

Luxembourg

Italy

IndonesiaSingapore

Thailand

PakistanBahrain

Qatar

Israel

Burkina Faso

New Zealand

Myanmar

South Korea

Malaysia

Serbia

Tunisia

AngolaZambia

Namibia

CameroonEquatorial Guinea

Gabon

Norway

Germany

GibraltarMalta

Algeria

Chad

Togo

Saudi Arabia Oman

Nigeria

Ethiopia

South Africa

Kenya

Tanzania

Mozambique

Mauritius

EgyptLibya

Jordan

UAE

Lebanon

DenmarkUK

EstoniaLatvia

Lithuania

Finland

Sweden

CroatiaHungarySlovenia

SlovakiaCzech Republic

BulgariaRomania

Greece Turkey

Cyprus

Bangladesh


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Contacts

For more information, please contact:

Eversheds Sutherland has the depth of resource and experience to ensure that the right team is in place to deliver quality compliance services to your company. As one of the largest full service law practices in the world, operating from 67 offices across 34 countries, our lawyers share a distinctive culture which has deep client relationships at its core. We are able to ensure that where matters become complex we have the necessary experience available to ensure that your needs are met. Whether we are providing compliance services that are complex or straightforward, multi-jurisdictional or local, our focus on straightforward solutions underpins everything we do.

Wherever we do not have an Eversheds Sutherland office, we work with one of our relationship law firms. We have developed long-established relationships with highly respected local firms in more than 100 jurisdictions. We can call on these firms to provide the same consistent high quality of service that we deliver.

Being a law practice rather than an accounting firm, it is unusual for us to have conflicts providing entity management services, either when we take responsibility for clients or in due course.

“The Corporate Secretarial Unit at Eversheds Sutherland has been a critical member of our team as we have worked to integrate a transformational merger transaction. Their global capabilities and consistent, high quality advice and service have been key factors contributing to our success in that process and we look forward to a long and continuing relationship.“

Jason Stokes, Associate General Counsel, Pentair

Overview of Eversheds Sutherland


Evon Chung Global Entity Manager

T: +44 161 831 8656 [email protected]

Andrew Casey Head of Corporate Secretarial London

T: +44 20 7919 4753 M: +44 7968 075 556 [email protected]

Georgina Cockcroft Global Entity Manager

T: +44 161 831 8277 M: +44 7464 918 427 [email protected]

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eversheds-sutherland.com© Eversheds Sutherland 2019. All rights reserved.Eversheds Sutherland (International) LLP and Eversheds Sutherland (US) LLP are part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.DTUK000817_02/19

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