Seven things that will help you onboard to a new company secretarial provider more effectively
If you want to change your Company Secretarial provider or consolidate your subsidiary governance with one single provider, you may have reservations and postpone the process simply because you do not want to overburden yourself. For multinational firms, the sheer complexity of changing providers may be a ‘deal-breaker’ in itself. That said, the industry is undoubtedly trending towards global Company Secretarial providers, with multinationals leading the charge.
As Client Integration Manager at Citco in Vilnius, there are seven things I would recommend considering before you onboard with a new Company Secretarial partner.
1. Maintain an up-to-date list of subsidiaries.
As simple as it may sound, lists of subsidiaries are often inaccurate, often due to corporate lifecycle activity like M&A or restructuring activities. Having an up to date list will also allow you to plan your resources with precision.
2. Consider a managed transition phase
You may need to consider a phased handover. If your subsidiary portfolio is large and the resources are limited, you may need to transition in phases to avoid being overwhelmed. In this scenario, your Company Secretarial provider should be tasked with drawing up a transition plan based on your geographic spread, priorities, and availability of resources.
3. There is no such thing as perfect timing – just do it
Across a multinational portfolio of subsidiaries, there will be fresh compliance deadlines almost every month of the year. This means that there will never be a “quiet time” to move forward with the onboarding to a new Company Secretarial provider. If you have chosen the right partner you should be able to trust them to manage the process and ensure nothing is missed due to overlap. But if you still need a concrete date to aim for, then the end / start of the fiscal year is probably optimal. There is no other time in the year that gives you so much space before the annual accounts approval and filing season starts.
4. Internal stakeholders – get them onboard
A decision to outsource to a single global provider is often made at Headquarter (HQ) level, but the implementation will affect people right across your organization. Get your regional or country counsels, managers and controllers on board – it is crucial that all key stakeholders understand the importance and impact that this change is making for the organization as a whole. You will need their support to complete the onboarding successfully.
5. Leverage electronic records to speed up the process
Transferring electronic records such as corporate documents and information about directors and shareholders of your subsidiaries will be the fastest way to get your new provider set up. If these are well maintained and readily accessible, you are on a good path. A good example would be a regularly updated Entity Management System (EMS) or e-document depository on your sharepoint. If you do not have your e-records in order, transition will take longer as a lot of information will have to be obtained from physical corporate books. Make sure your new provider will resolve this as well as maintain and provide an EMS. This will help your daily Company Secretarial function just as much as it speeds up the onboarding.
6. Identify your current providers
One of the biggest challenges when we take on a new project is identifying all the existing service providers. Is it someone in-house or is it handled by a local service provider? Who is maintaining your minute books and other vital corporate documents? Not having a grip on this information is surprisingly common among organizations that are shifting from a decentralized to a centralized Company Secretarial function.
7. Use the opportunity to conduct a Compliance Health Check (CHC)
Most global providers will offer a health check service, such as Citco’s Compliance Health Check. It is highly recommended unless you are absolutely positive your subsidiaries are in good shape and you have your e-records up-to-date. If not, the CHC will allow you to identify and mitigate the risks of noncompliance and exposing your directors to fiscal or sometimes even criminal liabilities arising from it. This way you can start work with your new provider with a clean slate.Vytautas Stasionis, Client Integration Manager, VilniusCitco GSGS Focus – Summer 2019