Legal entity management

Kalexius is a global leader in legal entity management and corporate secretarial services.

Corporate compliance concepts vary greatly across the world — Kalexius is unique in its ability to integrate entity management globally.

Our experts manage legal entity portfolios on behalf of company secretaries, in-house lawyers and law firms for a fixed fee. They ensure that entities remain in good standing at all times and implement changes to corporate structures on an on-going basis.

Our clients include large multinational corporations, SMEs and law firms. They all benefit from greater peace of mind for the treatment of their corporate entities, immediate and up-to-date access to their subsidiary information as well as increased scalability and cost savings.

Case studies

The client needed a partner who could undertake a health check on their legal entities and also manage their legal entities in Africa year on year. The client wanted to explore a cost-effective solution, as opposed to hiring permanent resources in-house, while still retaining visibility of ongoing work.

 

SOLUTION

Kalexius deployed a team of international legal entity management experts to work as an extension of the client’s legal team.

The team was comprised of both offshore and onshore resources, with one person working regularly from the client’s offices to ensure seamless integration with the in-house legal team.

The team leveraged Kalexius’ database of local laws in Africa and a network of local providers.

At the Client’s request, the Kalexius team utilized the client’s existing legal entity management tool.

 

OUTCOMES

The corporate health check project was tackled in under 3 months, identifying non-compliant entities and undertaking remedial work required.

The ongoing management of the African legal entities was provided at a cost which was c.30% below the historical cost of managing this in-house.

 

KEY FACTORS

The Kalexius team leveraged their experience of managing legal entities in emerging markets such as Africa.

With good knowledge of the local laws and practices and close relationships with local providers, the Kalexius team was able to provide a better quality of service.

Kalexius integrated with the client’s organization and technology so as to avoid any disruption.

The client retained visibility of all operations performed by Kalexius through access to ongoing work items and regular reporting.

Kalexius leveraged technology and its extensive experience in project management, process design and international counsel management to develop lean and impactful corporate compliance processes that address internal stakeholders’ needs while minimizing operational disruption.

The client, a world leader in the travel industry, had grown quickly over the years with entities in 50+ jurisdictions globally but corporate entity management had failed to keep up. There was no system, no process and often no documentation in place.

 

SOLUTION

Kalexius deployed a two-pronged strategy covering (i) a consulting phase to map the client’s structure, understand its needs and design the best solution including CLM software, internal processes and the right team and (ii) an implementation phase where Kalexius delivers ongoing corporate housekeeping services to the client.

The implementation phase consisted in leveraging (i) a dedicated, multi-shore Kalexius team, (ii) state-of-the-art entity software through our partner and (iii) continuously improving processes, including the coordination of local counsel and monitoring of local regulatory changes in all jurisdictions.

 

OUTCOMES

The client is fully compliant in all jurisdictions. Internal stakeholders (e.g. local managers) are engaged and actively take part in maintaining corporate compliance.

 

KEY FACTORS

The Kalexius team was made fully responsible for corporate compliance throughout the client’s organisation while being entirely integrated with the client’s internal legal team.

Kalexius leveraged technology and its extensive experience in project management, process design and international counsel management to develop lean and impactful corporate compliance processes that address internal stakeholders’ needs while minimizing operational disruption.

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Regulatory requirements: sample jurisdictions

Thanks to our network of local partners, we cover virtually every jurisdiction in the world.
Click on the list below to see requirements in each selected jurisdiction.

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DUBAI

Federal Law on Commercial Companies 2015

Shareholders

  • Annual accounts
  • Minutes of annual general meeting
  • Auditor’s and directors report

Not applicable

  • Reservation of the trade name
  • Application for incorporation
  • Memorandum of Association executed before a notary public
  • Copies of passports or corporate documents of shareholders and directors

Ordinary shareholders’ resolution

IRAQ

Company Law, No. 21 of 1997

Shareholders

  • Annual financial statements
  • Auditor’s report
  • Managing director’s report
  • Shareholders resolutions

Not applicable

  • Submit proposed name of entity for approval
  • Deposit letter of a bank in Iraq
  • Signed memorandum of association
  • Completed Registrar’s application
  • Copies of shareholders’ passports

Ordinary shareholders’ resolution (unless provided otherwise by company’s constitution)

NIGERIA

Companies and Allied Matters Act

Directors

  • Audited financial statements
  • Annual return form - form CAC 19

Mandatory

  • Memorandum and Articles of Association
  • Notice of address of the registered office
  • Statement containing the list of directors and forms of identification for directors and shareholders
  • Statement of authorised share capital signed by at least 1 director
  • Declaration for registration signed by a legal practitioner
  • Online incorporation form (forms CAC 1 and CAC 1.1)
  • Board of Directors resolution
  • Appointment of Director - form CAC 7
  • Removal of director - form CAC 7A

SENEGAL

OHADA, Droit Commercial Général - Uniforming Act Relating to Commercial Law

Shareholders

  • Annual financial statements
  • Auditor’s report
  • Management report
  • Minutes of shareholders’ general meeting

Not applicable

  • Certified copy of signed articles of association by notary public
  • Minutes of initial shareholders’ meeting
  • Compliance declaration
  • Certificate of the bank regarding the funds for the share capital and the list of subscribers
  • Declaration regarding criminal records
  • Copy of directors’ IDs
  • Minutes of shareholders’ general meeting
  • Amended articles of association, if applicable
  • Copy of legal announcement
  • Declaration regarding criminal records
  • Copy of director’s ID
  • Certificate of registration of the entity, if the director is a legal entity

SOUTH AFRICA

Companies Act 71 of 2008

Board of directors

  • Audited financial statements
  • Annual return

Mandatory for a public company

  • Name reservation
  • Memorandum of Incorporation signed by every founders
  • Notice of Incorporation (CoR14.1)
  • Certified identity document of the directors and incorporators
  • Notice of shareholders’ meeting
  • Shareholders’ meeting resolution
  • Notice of change of Director (form CoR 39)

ARGENTINA

General Companies Law

Shareholders

  • Financial statements
  • Board of directors’ company report

Not applicable

  • Filing of executed articles of Association
  • Legal announcement notice (for some companies)
  • Majority of members of the Board residents of Argentina

Filing of minutes of shareholders’ meeting approving the change

BRAZIL

Brazilian Civil Code and Law No. 6.404/1976

Shareholders

  • Filing of the shareholders’ meeting minutes
  • Annual financial statements

Not applicable

  • Filing of executed Articles of Incorporation
  • For Corporations, filing of the minutes of the shareholders’ meeting and payment of at least 10% of the initial capital
  • All directors shall be Brazilian citizens or resident in Brazil
  • Shareholders not resident in Brazil must appoint a representative residing in Brazil

Filing of minutes of shareholders’ meeting approving the change

MEXICO

Commercial Code Mexico

Shareholders

  • Financial statements
  • Minutes of shareholders’ meeting signed by president and secretary of the meeting
  • Management report
  • Auditor’s report (if applicable)

Not applicable

  • Request of use of corporate name to Ministry of Economy
  • Articles of association/By laws, signed before a notary

Shareholders' meeting minutes

FRANCE

French Commercial Code

Shareholders

  • Management Report
  • Inventory and annual accounts
  • Minutes of shareholders’ general meeting
  • Statutory auditor’s report, if applicable

Not applicable

  • Articles of association
  • Minutes of Board of Directors’ meeting appointing a President if applicable
  • Certificate of the bank regarding the funds for the share capital and the list of subscribers
  • Proof of address for the company
  • Copy of legal announcement
  • Copy of director’s ID
  • Declaration regarding criminal records
  • M0 form
  • Minutes of shareholders’ general meeting
  • Amended articles of association, if applicable
  • Copy of legal announcement
  • Declaration regarding criminal records
  • Copy of director’s ID
  • Certificate of registration of the entity, if director is a legal entity
  • M3 form

LUXEMBOURG

Luxembourg Commercial Companies Act

Shareholders

  • Minutes of shareholders’ general meeting
  • Notice of meeting and attendance sheet
  • Management Report
  • Inventory and balance sheet
  • Statutory auditor’s report, if applicable

Not applicable

  • Constitutive instrument signed in the presence of a notary
  • Details of each founders
  • Details of every asset being brought to the company
  • Blocking certificate issued by the bank (share capital)
  • Official publication of deed of incorporation

General meeting of shareholders

POLAND

Ministry of Justice

Shareholders

  • Annual Financial Report
  • Management Report
  • Supervisory Report (If applicable)
  • Auditor’s Report (If applicable)
  • Minutes of meeting drafted and signed by a notary public
  • Form KRS ZN - submission of financial statement

Not applicable

  • Articles of Association drafted and signed by a notary public
  • Payment of share capital
  • Application form KRS W3 or KRS W4 signed by the members of management board
  • Registration of company in the Court & Business Gazette
  • Shareholder resolution
  • Form KRS ZI - notice of change of director

SWITZERLAND

Swiss Civil Code of Obligations 1911

Not applicable

None (except listed companies)

Not applicable

Articles of amendment signed before a notary, who files all required documentation with the Registry of commerce. For some companies, incorporation is done in person.

  • Written, dated and signed request by 1 or 2 directors authorized to represent the company
  • Minutes of general meeting appointing new directors
  • Letter of acceptance of their mandate signed by new directors
  • Copy of valid ID
  • Legalization of signature of the new directors

UKRAINE

Economic Code of Ukraine

Shareholders

  • Confirmation statement on ownership structure and ultimate beneficial owners
  • Report to the securities commission (Joint-stock companies)
  • Annual general meeting to approve annual financial statements

Not applicable

  • Charter of the company
  • Minutes of incorporation meeting
  • Application form signed by founders

Shareholders, or supervisory board if the company has one

ENGLAND & WALES

Companies Act 2006

Directors

  • Confirmation statement
  • Annual accounts (signed by directors)

Mandatory for public companies

  • Memorandum of association
  • Articles of association
  • Application to register a company (form IN01)
  • Shareholders resolution appointing new director
  • Specific form (AP01 or AP02)
  • Confirmation of consent to act as a director

CANADA

  • Canada Business Corporations Act (Federal)
  • Provincial legislation

Directors

  • Comparative financial statements
  • Report of the auditor (if any)
  • Any other information related to the financial position of the company during a financial year (shareholder agreement)
  • Annual return

Not applicable

  • Signed Articles of Incorporation
  • Notice of Registered Address form
  • Notice of Directors form
  • Under some statutes: 25% of directors must be resident in Canada
  • Removal/appointment of directors: by way of an extraordinary meeting of shareholders
  • File Notice of Change of Directors within 15 days

UNITED STATES - DELAWARE

Delaware General Corporation Law

Directors

  • Stockholder annual meeting or written resolutions
  • Filing of an annual return

Mandatory for every corporation

File Certificate of Incorporation, including:

  • name
  • registered address
  • nature of business
  • class of stock
  • name & mailing address of incorporators
  • powers of incorporators
  • list of directors
  • provisions to managing the business
  • Written consent of Board of Directors
  • No filing is required (any change is mentioned in the Annual Return that is required to be filed annually)

AUSTRALIA

Corporation Act 2001
ACN - ASIC - PSP

Directors

  • Annual confirmation of details
  • Financial statements (for some companies)
  • Annual financial report (for some companies)
  • Directors’ report
  • Auditors’ report

Not applicable

  • File an application with ASIC in prescribed form (Form 201)
  • Constitution
  • Minimum one or two directors residing in Australia
  • Consent form to act as director
  • Form 370: removal of directors
  • For appointment: Change to company details online form
  • Letter of resignation or retirement of director

CHINA

Company Law of the People’s Republic of China

Directors or shareholders (depening on company form)

  • Annual report
  • Minutes of directors’ or shareholders’ meeting (depending on company form)
  • Financial statements

Not applicable

  • Application for registration of the company’s name
  • Application for registration of the company
  • Minutes of constitution meeting;
  • Articles of association
  • Details of directors, supervisory committee, legal representatives

Shareholders' meeting minutes

JAPAN

Companies Act, Act No. 86 of 2005

Shareholders

  • Financial statements
  • Auditor’s report
  • Directors’ business reports
  • Annual shareholders’ meeting minutes
  • Published notice of financial statements (unless exempted)

Not applicable

  • Articles of Incorporation (including details of every shareholder, property assigned to the company, compension/special benefits, expenses of incorporation) certified by a public notary
  • Registration with Legal Affairs Bureau

Shareholders’ resolution

SINGAPORE

Companies Act Chapter 50

Directors

  • Annual return
  • Appointing an auditor
  • Audited financial statements
  • Minutes of shareholders’ annual meeting
  • Filing of financial statements with ACRA

Mandatory

  • Application for company name
  • Online application to ACRA (including details on registered address, share capital, shareholders, directors and company secretary)
  • Constitution of the company
  • Payment of fees
  • Form 45/Form 45 B signed by each director/secretary
    √ At least 1 director with residence in Singapore
  • Shareholders’ general meeting minutes
  • Notice of changes through the business filing portal of ACRA

BRITISH VIRGIN ISLANDS

BVI Business Companies Act 2004

Not applicable

None

Mandatory

  • Articles and Memorandum of Association
  • Name reservation
  • Incorporation form: R101
  • Signed document of the authorised agent
  • Directors’ acceptance letter
  • Share certificate
  • Articles and plan of consolidation
  • Notarized passport copies
  • Bank statements of beneficial owners

Ordinary shareholders’ resolution (unless provided otherwise by company’s constitution)

CAYMAN ISLANDS

Companies Law

Directors

  • Annual return (resident companies)

Not applicable

  • Company name reservation
  • Signed Articles and Memorandum of Association in the presence of at least 1 witness
  • Consent form signed by directors
  • Beneficial ownership information
  • Letter of resignation from resigning director
  • Directors or shareholders resolution
  • Update register of directors and officers, and report changes to General Registry

JERSEY

Companies Law 1991
Financial Services (Disclosure and Provision of Information) (Jersey) Law 2020

Directors

  • Accounts - signed by the directors
  • Submission of annual confirmation statement (from 2021)

Mandatory

  • Online application
  • Memorandum and articles signed by all founders
  • Statement authorising an agent (if any)
  • Certified proof of ID and address of every beneficial owner and director

Ordinary resolution

MAURITIUS

Companies Act 2001

Directors

  • Audited financial statements
  • Annual return

Mandatory

  • Signed application for incorporation
  • List of all directors/secretary
  • At least 1 or 2 directors residing in Mauritius (depending on entity set up)
  • Notice for name reservation
  • Proposed constitution
  • Incorporation form: S23-F1

Ordinary shareholders’ resolution (unless provided otherwise by company’s constitution)

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MANAGING LEGAL ENTITIES IN EMERGING MARKETS

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