This area covers the documents a company is constituted by, the agreements it enters, and the compliance it carries as a consequence of existing.
The three strands are separated below for clarity, but in practice they are one engagement: a shareholder arrangement has secretarial consequences, and a licence condition has contractual ones. Holding them together is the point.
Incorporation and structuring, shareholder and founder arrangements, and the commercial contracts a business runs on. We draft to be read in three years, by parties who may not remember the negotiation.
Counsel on the rules a business operates under — sectoral regulation, registrations, licences, and the obligations that accumulate quietly as a company grows.
The standing compliance a company carries under the Companies Act — board and general meeting process, statutory registers, annual filings and event-based returns.
An engagement usually begins with reading the constitutional documents, the register position and the filings actually made, rather than the filings assumed to have been made.
1–2 weeksA short written note of what is missing or inconsistent, what the exposure is, and what should be corrected first.
1 weekDocuments are prepared, approvals obtained and filings made in the required order. You are told what needs signing and by when.
Matter-dependentWhere a retainer is taken, a calendar of recurring obligations is maintained and you are prompted ahead of each due date rather than after it.
OngoingA preference for finding out what the true position is before advising on it. Constitutional documents, registers and filings are read as they stand, not as they are assumed to stand. A good deal of the value in this area lies in discovering a gap before a regulator or a counterparty finds it in diligence.
Usually, yes. Late filings generally attract additional fees rather than being impossible, and the sensible order of correction depends on what is outstanding. The first step is establishing the actual position, which is not always what the internal record shows.
Yes. Standing secretarial compliance is commonly handled on a monthly retainer, with a maintained calendar of recurring obligations and prompts ahead of each due date.
Frequently. A review sets out what the document does, where it differs from what was agreed in conversation, and which clauses matter if the relationship is tested. We mark what is worth negotiating and what is not.
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