Service
An external corporate secretary handles the day-to-day corporate affairs of an LLC or JSC within an agreed monthly allocation of hours.
We are most often instructed by:
The information on this website is provided for information purposes only and does not constitute a public offer.
Support fees
Timing and fees are indicative and are confirmed when the engagement is agreed.
The monthly allocation of hours, the range of corporate tasks, the persons entitled to give instructions and the communication channels are agreed in the retainer agreement for legal services. Work is recorded against the selected allocation.
Standard instructions to prepare corporate documents take from two business days. For procedures that depend on the requirements of the law or the charter, or on the actions of third parties, a separate timetable is set.
Following the work, the documents prepared are provided together with information on the hours used and the upcoming steps.
The work listed below is included in the agreed monthly allocation.
The outcome of the service is the work performed within the scope agreed with the client.
Liquidation
Challenge
The sole participant in a Russian LLC was a foreign company from a state committing unfriendly actions against Russia. The standard liquidation procedure could not be used: clearance from the Government Commission was required.
What was done
Clearance was obtained. The liquidation procedure was carried out from start to finish in compliance with regulatory requirements.
Division of a business
Challenge
The partnership was being terminated with a redistribution of assets. A direct division of the assets would have had significant tax consequences for both parties, so the exit structure had to be worked out separately.
What was done
The transaction structure was reworked in the light of the legal characterization of each operation and its tax consequences, while preserving the balance of the parties' interests.
Director's liability
Challenge
A former general director had caused losses to the company. There were many transactions, the structure was complex, the causal links were blurred, and the former director was counting on the evidence being impossible to gather.
What was done
The chronology of decisions was reconstructed, the link between the transactions and the loss was established, and the former director's bad faith was proven. The court awarded the damages in full, without any reduction.
Corporate dispute
Challenge
The majority participant systematically blocked the distribution of profits by voting at the general meeting. The company was generating income, while the minority participant received no share of the profits.
What was done
The general meeting's resolutions were challenged. A mechanism compelling the distribution of profits was implemented through the courts.
Relations between owners
Challenge
Advising on structuring the relationship between the partners of a company providing medical services. The corporate model had to be built around the specific features of an operating business.
What was done
The allocation of the owners' roles, the procedure for taking material decisions and possible scenarios for changes in the relationship between the partners were defined. An agreed corporate and contractual model was put in place.
Advance notice is given when the limit is approaching. Any additional hours are agreed before the work begins. If this workload becomes regular, the number of hours in the plan may be increased.
Yes. Regular procedures and the preparation of documents can be handed over to an external corporate secretary. The range of instructions and the interaction with the in-house lawyer are agreed at the start of the engagement.
Stand-alone projects, such as M&A transactions, reorganization, litigation and insolvency, are agreed separately.
The fee depends on the monthly allocation of hours chosen; the scope of work is the same for all plans. The terms of support, including how work beyond the allocation is handled, are set out in the contract and agreed before work begins.
Describe your matter and the circumstances in which it arose. The consultation establishes the possible structure of the work and the scope of legal support required.
