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Corporate secretary

Whether you are a shareholder of a joint-stock company, a member of the board of directors or a senior manager, you will be aiming to establish and maintain an efficient structure and system of corporate management, in accordance with your development strategy. The corporate secretary will play an important role in this.

The corporate secretary is an individual tasked with maintaining constant and efficient communication between shareholders, the board of directors and the managers of a joint-stock company to ensure that executive leadership and managers follow all the necessary procedures to protect the legal rights and interests of shareholders.

In todays business world, the corporate secretary plays an important role in limited liability companies. Corporate secretary services in geographically-distributed holdings demand particular attention. In this case, as well as when companys management includes independent (and even foreign) participants the corporate secretary will be focused on maintaining ongoing real-time communication between all the members of corporate management. In practice this an be achieved through joint efforts of experienced specialists using configured software.

BEFL consultants can help you to ensure that your corporate secretary handles all necessary tasks effectively, by structuring relationships and processes of interaction between the secretary and shareholders, members of the board of directors, executive bodies and other managers, as well as by providing staff training.

Over the past seven years, based on our successful experience in cooperating with major joint-stock companies and holding companies both domestic and foreign, we have also offered to assume the function of corporate secretary.

In this role we can offer you:

  • monitoring of corporate risks
  • introducing timely amendments to companys articles of association and by-laws when legislation changes to minimize corporate risks
  • maintaining corporate documents in a form that minimizes corporate risks
  • preparing and convening annual and extraordinary shareholder meetings in accordance with current legislation, including:
    • ensuring information disclosure procedures when preparing for the meeting
    • communicating with problematic shareholders (who might attempt to disrupt the meeting)
    • registering the documents necessary to convene a meeting
    • appropriate and timely registration of the minutes of general meetings of shareholders
  • communicating with independent registrars
  • consulting on all issues relating to the requirements of the register of shareholders
  • consulting on all issues relating to the creation and maintenance of a list of shareholders of a limited liability company
  • advising on the necessity of convening general shareholder meetings in accordance with the law, and assisting in the preparation and organization of such meetings, ensuring adherence to established procedures for decision-making relating to material transactions and transactions of interest
  • assisting in the registration of the minutes of meetings of the board of directors
  • assisting in the registration of the minutes of meetings of the executive management group
  • advising on the provision of information to shareholders (to meet their requirements)
  • maintaining corporate archives in accordance with requirements of the Federal Financial Markets Service of the Russian Federation
  • cooperating with the Federal Financial Markets Service of the Russian Federation (during inspections and when dealing with information requests)
  • timely preparation of quarterly reports, lists of affiliated persons and reports on material facts and submission of these to the Federal Financial Markets Service of the Russian Federation
  • assistance in disclosure of company information in newsfeed and on the Internet in accordance with legal requirements.

As our experience shows, a wide range of companies with a qualified corporate secretary on the strength experiences difficulties with his being overloaded with work of technical nature or not requiring making key decisions. Our outsourced corporate secretary service ensures the corporate secretary of such companies to use any specialists with the required qualification for working out and executing corporate procedures. However, a Clients corporate secretary is still in charge of general monitoring and work planning.

Should you wish to make use of our corporate secretary services, we will help you make use of a cost-effective computerized document flow system an advanced technology that enables the creation of a well-structured, transparent system of corporate documentation.

Related services

Modification of the corporate management system

Many successful companies can face a problem when their corporate management system is unable to perform its functions effectively any longer. The reasons for that may include changes of the business structure or legislation, companies growth, etc. We offer expert assistance in establishing and implementing a corporate management structure that will suit your company the most. Our profound experience will assist you in avoiding vital mistakes of this process to establish the most advantageous business model without any time losses.

Preparation of corporate archives before selling a business

With economy changing rapidly many owners face the necessity to sell a business or its part to their benefit. As a part of this process, purchasers tend to be using legal due diligence including audit of corporate archives relating to subject of the transaction. Our experience shows that even paying much attention to maintaining and implementing corporate procedures, a company can make mistakes in its corporate archives. And such formal drawbacks can influence the final price of the transaction significantly.

Based on this information we are offering owners and managers of business to be sold our services relating to preparation of corporate archives before selling business. With our long-term experience in this sphere we will keep an eye on every detail often left out within the ordinary course of business and reduce terms of preparing archives and making transactions with sufficient qualified specialists available.

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Yaroslav Geraskin
Legal Services Partner
Tel.: +7 (4862) 422-224
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Inna Konopicyna
Senior Associate, Legal
Tel.: + 7 (4862) 422-224
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Larisa Ryabceva
Senior Associate, Legal
Tel.: + 7 (4862) 422-224
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