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Entity Management

Corporate Secretary solutions are designed to support the increasingly complex office of the Corporate Secretary, Company Secretary, and Chief Governance Officer, and generally fall into one of two categories:

 

 1. Legal Entity Management (also known as Corporate Subsidiary Management) Systems are primarily record keeping databases that track how a company's subsidiaries and legal entities are formed, registered, and owned, and who has been appointed to the respective officer and director positions. A fundamental capability of these tools enables users to easily rollback the clock and view each entity - along with its parents and children - as it was at a specific point in time, another is the ability to generate and attach minutes, bylaws and supporting artifacts. More sophisticated enterprise offerings are commonly utilized by corporate groups such as Tax, HR, Compliance, Legal, and Shareholder Relations, as well as global lines of business, and increasingly they are being viewed as foundational sources of corporate records that underpin the functional governance of the organization. The most well rounded and mature tools are those that provide robust, distributed entity life-cycle management functions, augmenting the day to day workflows of creating, maintaining and dissolving entities with multi-jurisdictional intelligence, thereby ensuring subsidiary compliance and governance throughout the global enterprise. This is a significant area of concern for corporations that face regulatory oversight around how they can legally and ethically transact business around the globe while maintaining beneficial tax, ownership, and reporting frameworks.

 

2. Board of Directors Portals. Sometimes integrated with Legal Entity Management, but often standalone, these highly secure portals aim to provide a necessarily easy method for a company's directors to access sensitive documents and materials related to their board and committee appointments. More sophisticated offerings provide calendaring functions, a virtual "chat room", and company contact information. Strong security is invariably a key driver in board portal selections, with transmission encryption and digital rights management often on the evaluation checklist for IT (and increasingly the directors themselves). This is becoming even more critical with the proliferation of portals that can be accessed via mobile apps and tablet based user interfaces.

 

Corporate Secretaries may also find themselves responsible for certain jurisdictions' regulatory filings, such as significant changes in beneficial share ownership (Section 16, forms 3, 4, and 5) in the USA. There are a number of providers that offer software and web-based solutions that will automate the creation and filing of such forms.