Goodbody Secretarial Limited
A&L Goodbody’s company secretarial arm, Goodbody Secretarial Limited (GSL), provides a full range of company secretarial services to its clients. In response to client demand and the specialised nature of the work, a separate team in GSL is dedicated to providing services to clients of the Asset Management & Investment Funds group (Investment Funds GSL). This dedicated team of company secretarial professionals has a detailed working knowledge of the funds industry, its participants (including many of the Irish resident directors) and the particular complexities and challenges which funds industry companies may pose from a company secretarial perspective.
The Asset Management & Investment Funds GSL team provide company secretarial services to approximately 100 companies. The team’s role is to provide clear and concise advice on the requirements for each company. We work alongside each board and management team to assist clients in complying with their obligations under Irish company law.
Events in the offshore world have highlighted the importance of the role of directors and company secretaries in the proper and prudent running of a company. As their responsibilities continue to grow, with changing legislative and regulatory requirements, and in addition to industry guidelines, many boards and company secretaries are seeking professional assistance to deal with their company secretarial requirements.
With the increasing focus on corporate governance globally, following the introduction of the Corporate Governance Code for Collective Investment Schemes and Management Companies, we assist clients by facilitating all aspects of company board meetings and ensuring that they are documented to the board’s satisfaction and regulatory requirements.
Investment Funds GSL, in its capacity as company secretary to funds and management companies is considered to perform a Controlled Function. GSL, therefore, comes within the remit of the Central Bank of Ireland’s (CBI’s) Fitness and Probity Standards and is compliant with those standards.
In an increasingly complex regulatory and compliance environment, the company secretary needs to be vigilant and proficient with an awareness of a company’s obligations and the ability to ensure that they are met. The Investment Funds GSL team can provide that vigilance, proficiency, awareness and ability in a manner tailored to the particular needs and demands of the funds industry.
- As secretary, or shadow secretary, to investment companies and management companies (both UCITS and non-UCITS) the team offers the following company secretarial services:
- Organising, scheduling and attendance at board, board sub-committee and general meetings together with the taking of minutes and action points at those meetings.
- Provision of latest technology to facilitate board meetings and the distribution of board papers.
- Keeping the company’s minutes of board, board sub-committee and general meetings on behalf of the directors.
- Liaising with board contributors to gather board papers, compile the board packs and circulate them to directors in good time prior to each meeting.
- Preparing the necessary documentation in relation to the holding of the general meetings including notices, proxy forms, consent to short notice and minutes.
- Maintaining and making available for inspection, the company’s registers on behalf of the directors, including the register of directors and secretaries and register of directors’ and secretarys’ interests.
- Preparing any required Companies Registration Office (CRO) forms, arranging to have them signed and attending to their filing in the CRO within the prescribed time limits.
- Liaising with the CBI and the Irish Stock Exchange in respect of changes in the composition of the boards of directors of client companies.
- Providing clients with all information on request to discharge their obligations under the CBI’s Fitness and Probity Standards.
- Preparing ad hoc board resolutions, as required and assisting with obtaining board approval and signatures.
- Assisting with the completion, execution and filing of the annual return in respect of management companies.
- Liaising with the legal adviser as required in relation to the affairs of each company.
- Providing the registered office for the companies.
- Forwarding all correspondence received whether from the CBI, the Revenue Commissioners, the CRO or otherwise in accordance with a client’s instructions.
- Providing custody of the company seal.
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