Outsourcing company secretarial function
Providing outsourced company secretary services is our core business we have served as company secretary to over 150 companies, including 50 international organisations. For our larger clients we have provided the facilities of an outsourced company secretarial department.
One of our clients, a recruitment solutions and recruitment consultancy business made a decision to withdraw from the AIM market and outsource a few of the group’s head office functions. The company de-listed its shares and the businesses started operating autonomously, reporting to the main PLC board at its regular board meetings. As a result of the streamlining process, our client decided to outsource the company secretarial function to London Registrars as they were impressed with the breadth of experience and quality of our team of company secretaries.
By outsourcing the company secretarial function to us, the firm itself and the group is now benefiting from ensuring compliance with the Companies Acts and other relevant legislation. This allows the directors to concentrate on running the core aspects of their business.
AIM listed company secretary
We are an experienced provider of company secretary services to AIM-listed companies. One of our longstanding clients is a leading provider of advanced systems to enhance the performance of industrial and aviation turbines and is a participant in the £5 billion gas turbines services/solutions market. It also has trading entities in Sweden and the USA and subsidiary offices in Russia, Abu Dhabi and Singapore
London Registrars have acted as a company secretary in the UK (and provided a registered address) for the client since April 2006 and for its American subsidiary since November 2007. We are responsible for the company’s law compliance in the UK and, for the purposes of reporting, to the State of Delaware in connection with the US entity. Apart from compliance, we are also responsible for governance matters and have, for example, instigated policies relating to matters reserved to the board of directors and signing authorities.
In the course of our work, we liaise regularly with directors and staff based in Sweden and the USA, advise the company on matters relating to share option schemes granted in the USA and prepare rule 701 calculations in respect of each grant.
Company secretarial services for trade association
London Registrars acted as company secretary under a short term contact to maintain the company secretarial functions pending the appointment of a new company secretary. The role included devising the parameters for interviewing a new company secretary, sitting on the interview panel, preparing reports for the directors and recommending the successful appointee.
Company secretarial services for public organisations
We have served as a company secretary to an Arms Length Management Organisation since November 2008. We regularly manage the entity’s board meetings, provide legal advice to the directors and board members as well as performing general company secretarial duties.
International business support
Acted as company secretary to a freight forwarding and logistics solutions company specialising in the oil and gas market.
The company has trading entities in the UK, Nigeria, Azerbaijan, Turkmenistan, Russian, Dubai, the USA and Turkey.
We have served this role for the UK entity since 2005 but have also fulfilled the role as in-house legal counsel for all its trading entities. That work has involved incorporation of entities and businesses abroad on behalf of the UK parent company, case managing litigation, contract reviews and general company law compliance. In addition, we have assisted our client with corporate governance issues advising on board structures and moving the companies towards a formal group structure.
International litigation support
Fulfilling company secretarial function to an international trading company, which was a party to litigation in the commercial court in France.
London Registrars acted as adviser and collected evidence in connection with the case which involved travelling to entities of the client in Eastern Europe. We instructed lawyers in Paris to represent the client and case managed the conduct of the litigation throughout by taking the role of in-house legal counsel.
Our client, an international company management system certification and assessment accreditor required an employment manual for all their employed staff and contracts for their self-employed assessors, all which was delivered on a short time scale and, in respect of the manual, ready for publishing electronically on the client’s intranet.
Our London based transport industry client has 35 employees and decided to re-organise and make two senior staff redundant. London Registrars advised on a negotiated settlement with each and advised that a compromise agreement was needed to ensure that the company would not face tribunal or court action in future. We negotiated and prepared compromise agreements after liaising with the employees legal representatives.
Our service industry client consisting of a small group of companies agreed to purchase two small companies with a view to acquiring intellectual property rights. We conducted legal and company secretarial due diligence and negotiated the share purchase agreements. Subsequently, we liaised with law firms to finalise the acquisitions and dealt with the preparation of the necessary board minutes and completion of board meeting to finalise the transactions.
Management purchase of business assets
London Registrars acted as advisers to the management of a well known London based financial printer, conducted legal and company secretarial due diligence, formed an integral part of the negotiating team and prepared a first draft of the deal documentation. We then case managed the completion of the deal liaising with lawyers as necessary.
After completion London Registrars continued to act as company secretary and were able to ensure that transfer of the assets, goodwill and transfer of staff to the new owners took place seamlessly as well as, through our continued involvement with the company, ensured the Venture Capital partner and other stakeholders in the business and that the company put in place proper procedures to ensure compliance and good governance.
We have acted as a process agent to a wide variety of European, Asian, American, African and Australian organisations representing various industries and sectors. Lately, a well-known oil & gas company from Eastern Europe and Asian-based airline have used our process agency service.
We have also acted as process agent for a Polish City, which, along with a water supplier company, entered into a long term agreement with the European Bank for Reconstruction and Development to co-finance the construction of a waste water collection system. The agreement required the appointment of a process agent and we were pleased to be appointed for this role.
London Registrars also acted as process agent for numerous entities around the world in the financial services industry who have entered into agreement with on-line Swaps trading platforms.