Services

Corporate compliance concepts vary greatly across the world — Odyssey 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, family offices and law firms. They all benefit from greater peace of mind from the treatment of their corporate entities, immediate and up-to-date access to their subsidiary information as well as increased scalability and cost savings.

What we do

Annual corporate compliance

Corporate compliance activities vary greatly according to each jurisdiction’s requirements and ongoing regulatory developments. We take on all routine corporate compliance activities and centralize all information in our project management platform. This allows you to have a holistic view of your portfolio at all times.

Event-driven services

Event-driven services cover all routine corporate secretarial work other than annual compliance activities. We cover the full lifecycle of corporate entities, from incorporation to dissolution through D&O and other changes.

Projects

We assist multinationals with large-scale projects in the context of restructurings or legal entity management software implementation. We cover the full gamut of entity management projects, from compliance reviews to entity reduction programs and technology advisory.

Other ongoing services

Corporate governance advisory

We provide corporate governance advisory services to multinationals. We help clients design and implement a robust corporate governance program with a view to enabling a consistent, outcome-based approach to governance worldwide.

Sample regulatory requirements

AFRICA & MENA

DUBAI

LEGAL SOURCE

Federal Decree-Law No.32 of 2021 on Commercial Companies

ANNUAL COMPLIANCE: WHO’S IN CHARGE

Shareholders

ANNUAL COMPLIANCE: DOCUMENTS REQUIRED

Annual accounts

Minutes of annual general meeting

Auditor’s and directors report

ANNUAL COMPLIANCE: REGISTERED AGENT

Not applicable

COMPANY FORMATION

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

CHANGE OF DIRECTOR

Ordinary shareholders’ resolution

IRAQ

LEGAL SOURCE

Company Law, No. 21 of 1997

ANNUAL COMPLIANCE: WHO’S IN CHARGE

Shareholders

ANNUAL COMPLIANCE: DOCUMENTS REQUIRED

Annual financial statements

Auditor’s report

Managing director’s report

Shareholders resolutions

ANNUAL COMPLIANCE: REGISTERED AGENT

Not applicable

COMPANY FORMATION

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

CHANGE OF DIRECTOR

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

NIGERIA

LEGAL SOURCE

Companies and Allied Matters Act, 2020 (Act No. 3 of 2020)

ANNUAL COMPLIANCE: WHO’S IN CHARGE

Directors

ANNUAL COMPLIANCE: DOCUMENTS REQUIRED

Audited financial statements

Annual return form – form CAC 19

ANNUAL COMPLIANCE: REGISTERED AGENT

Mandatory

COMPANY FORMATION

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 authorized 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)

CHANGE OF DIRECTOR

Board of Directors resolution

Appointment of Director – form CAC 7

Removal of director – form CAC 7A

SENEGAL

LEGAL SOURCE

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

ANNUAL COMPLIANCE: WHO’S IN CHARGE

Shareholders

ANNUAL COMPLIANCE: DOCUMENTS REQUIRED

Annual financial statements

Auditor’s report

Management report

Minutes of shareholders’ general meeting

ANNUAL COMPLIANCE: REGISTERED AGENT

Not applicable

COMPANY FORMATION

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

CHANGE OF DIRECTOR

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

LEGAL SOURCE

Companies Act 71 of 2008

ANNUAL COMPLIANCE: WHO’S IN CHARGE

Board of directors

ANNUAL COMPLIANCE: DOCUMENTS REQUIRED

Audited financial statements

Annual return

ANNUAL COMPLIANCE: REGISTERED AGENT

Mandatory for a public company

COMPANY FORMATION

Name reservation

Memorandum of Incorporation signed by every founders

Notice of Incorporation (CoR14.1)

Certified identity document of the directors and incorporators

CHANGE OF DIRECTOR

Notice of shareholders’ meeting

Shareholders’ meeting resolution

Notice of change of Director (form CoR 39)

ASIA PACIFIC

AUSTRALIA

LEGAL SOURCE

Corporations Act 2001
ACN – ASIC – PSP

ANNUAL COMPLIANCE: WHO’S IN CHARGE

Directors

ANNUAL COMPLIANCE: DOCUMENTS REQUIRED

Annual confirmation of details

Financial statements (for some companies)

Annual financial report (for some companies)

Directors’ report

Auditors’ report

ANNUAL COMPLIANCE: REGISTERED AGENT

Not applicable

COMPANY FORMATION

File an application with ASIC in prescribed form (Form 201)

Constitution

Minimum one or two directors residing in Australia

CHANGE OF DIRECTOR

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

LEGAL SOURCE

Company Law of the People’s Republic of China

ANNUAL COMPLIANCE: WHO’S IN CHARGE

Shareholders

ANNUAL COMPLIANCE: DOCUMENTS REQUIRED

Annual report

Minutes of shareholders’ meeting

Financial statements

ANNUAL COMPLIANCE: REGISTERED AGENT

Not applicable

COMPANY FORMATION

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

Application for Business License

CHANGE OF DIRECTOR

Shareholders’ meeting minutes

JAPAN

LEGAL SOURCE

Companies Act, Act No. 86 of 2005

ANNUAL COMPLIANCE: WHO’S IN CHARGE

Directors

ANNUAL COMPLIANCE: DOCUMENTS REQUIRED

Financial statements

Auditor’s report

Directors’ business reports

Annual shareholders’ meeting minutes

Published notice of financial statements (unless exempted)

ANNUAL COMPLIANCE: REGISTERED AGENT

Mandatory

COMPANY FORMATION

Articles of Incorporation (including details of every shareholder, property assigned to the company, pension/special benefits, expenses of incorporation) certified by a public notary

Registration with Legal Affairs Bureau

CHANGE OF DIRECTOR

Shareholders’ resolution

SINGAPORE

LEGAL SOURCE

Companies Act Chapter 50

ANNUAL COMPLIANCE: WHO’S IN CHARGE

Directors and Shareholders

ANNUAL COMPLIANCE: DOCUMENTS REQUIRED

Annual return

Appointing an auditor

Audited financial statements

Minutes of shareholders’ annual meeting

Filing of financial statements with ACRA

ANNUAL COMPLIANCE: REGISTERED AGENT

Mandatory

COMPANY FORMATION

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

CHANGE OF DIRECTOR

Shareholders’ general meeting minutes

Notice of changes through the business filing portal of ACRA

LATAM

ARGENTINA

LEGAL SOURCE

General Companies Law

ANNUAL COMPLIANCE: WHO’S IN CHARGE

Shareholders

ANNUAL COMPLIANCE: DOCUMENTS REQUIRED

Financial statements

Board of directors’ company report

ANNUAL COMPLIANCE: REGISTERED AGENT

Not applicable

COMPANY FORMATION

Filing of executed articles of Association

Legal announcement notice (for some companies)

Majority of members of the Board residents of Argentina

CHANGE OF DIRECTOR

Filing of minutes of shareholders’ meeting approving the change

BRAZIL

LEGAL SOURCE

Brazilian Civil Code and Law No. 6.404/1976

ANNUAL COMPLIANCE: WHO’S IN CHARGE

Shareholders

ANNUAL COMPLIANCE: DOCUMENTS REQUIRED

Filing of the shareholders’ meeting minutes

Annual financial statements

ANNUAL COMPLIANCE: REGISTERED AGENT

Not applicable

COMPANY FORMATION

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

CHANGE OF DIRECTOR

Filing of minutes of shareholders’ meeting approving the change

MEXICO

LEGAL SOURCE

General Law on Commercial Companies

ANNUAL COMPLIANCE: WHO’S IN CHARGE

Directors

ANNUAL COMPLIANCE: DOCUMENTS REQUIRED

Financial statements

Minutes of shareholders’ meeting signed by president and secretary of the meeting

Management report

Auditor’s report (if applicable)

ANNUAL COMPLIANCE: REGISTERED AGENT

Mandatory

COMPANY FORMATION

Request of use of corporate name to Ministry of Economy

Articles of association/By laws, signed before a notary

CHANGE OF DIRECTOR

Shareholders’ meeting minutes

EUROPE

FRANCE

LEGAL SOURCE

French Commercial Code

ANNUAL COMPLIANCE: WHO’S IN CHARGE

Shareholders

ANNUAL COMPLIANCE: DOCUMENTS REQUIRED

Management Report

Inventory and annual accounts

Minutes of shareholders’ general meeting

Statutory auditor’s report, if applicable

ANNUAL COMPLIANCE: REGISTERED AGENT

Not applicable

COMPANY FORMATION

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

CHANGE OF DIRECTOR

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

LEGAL SOURCE

Luxembourg Commercial Companies Act

ANNUAL COMPLIANCE: WHO’S IN CHARGE

Shareholders

ANNUAL COMPLIANCE: DOCUMENTS REQUIRED

Minutes of shareholders’ general meeting

Notice of meeting and attendance sheet

Management Report

Inventory and balance sheet

Statutory auditor’s report, if applicable

ANNUAL COMPLIANCE: REGISTERED AGENT

Not applicable

COMPANY FORMATION

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

CHANGE OF DIRECTOR

General meeting of shareholders

POLAND

LEGAL SOURCE

Commercial Companies Code of 15 September 2000

ANNUAL COMPLIANCE: WHO’S IN CHARGE

Shareholders

ANNUAL COMPLIANCE: DOCUMENTS REQUIRED

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

ANNUAL COMPLIANCE: REGISTERED AGENT

Mandatory

COMPANY FORMATION

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

CHANGE OF DIRECTOR

Shareholder resolution

Form KRS ZI – notice of change of director

SWITZERLAND

LEGAL SOURCE

Swiss Civil Code of Obligations 1911

ANNUAL COMPLIANCE: WHO’S IN CHARGE

Shareholders

ANNUAL COMPLIANCE: DOCUMENTS REQUIRED

Shareholders resolution

Annual Reports prepared by the Board of Directors

ANNUAL COMPLIANCE: REGISTERED AGENT

Not applicable

COMPANY FORMATION

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.

CHANGE OF DIRECTOR

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

Resignation Letter / Notice from the outgoing director

UKRAINE

LEGAL SOURCE

Law on Joint Stock Companies

Law on Limited Liability Companies

ANNUAL COMPLIANCE: WHO’S IN CHARGE

Shareholders

ANNUAL COMPLIANCE: DOCUMENTS REQUIRED

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

Filing Financial Statements to State Statistics Authorities (for limited liability companies)

ANNUAL COMPLIANCE: REGISTERED AGENT

Mandatory for a public company

COMPANY FORMATION

Charter of the company

Minutes of incorporation meeting

Application form signed by founders

Information about ultimate beneficial owner(s)

CHANGE OF DIRECTOR

Shareholders, or supervisory board if the company has one

UNITED KINGDOM

LEGAL SOURCE

Companies Act 2006

ANNUAL COMPLIANCE: WHO’S IN CHARGE

Directors

ANNUAL COMPLIANCE: DOCUMENTS REQUIRED

Confirmation statement

Annual accounts (signed by directors)

ANNUAL COMPLIANCE: REGISTERED AGENT

Mandatory for a public company

COMPANY FORMATION

Memorandum of association

Articles of association

Application to register a company (form IN01 or online)

CHANGE OF DIRECTOR

Shareholders resolution appointing new director

Specific form (AP01 or AP02)

Confirmation of consent to act as a director

OFFSHORE

BRITISH VIRGIN ISLANDS

LEGAL SOURCE

BVI Business Companies Act (Revised 2020) as amended by BVI Business Companies (Amendment) Act, 2023

ANNUAL COMPLIANCE: WHO’S IN CHARGE

Director or Registered Agent

ANNUAL COMPLIANCE: DOCUMENTS REQUIRED

Annual Return

ANNUAL COMPLIANCE: REGISTERED AGENT

Mandatory

COMPANY FORMATION

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

CHANGE OF DIRECTOR

Special shareholder’s resolution (unless provided otherwise by the company’s memorandum of articles

CAYMAN ISLANDS

LEGAL SOURCE

Companies Act (2023 Revision)

ANNUAL COMPLIANCE: WHO’S IN CHARGE

Secretary or Manager or Directors

ANNUAL COMPLIANCE: DOCUMENTS REQUIRED

Annual Return (exempted companies and associations not for profit)

ANNUAL COMPLIANCE: REGISTERED AGENT

Not applicable

COMPANY FORMATION

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

CHANGE OF DIRECTOR

Letter of resignation from resigning director

Directors or shareholders resolution

Update register of directors and officers, and report changes to General Registry

JERSEY

LEGAL SOURCE

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

ANNUAL COMPLIANCE: WHO’S IN CHARGE

Directors or Company Secretary

ANNUAL COMPLIANCE: DOCUMENTS REQUIRED

Accounts – signed by the directors

Submission of annual confirmation statement (from 2021)

Statement containing intended registered address

ANNUAL COMPLIANCE: REGISTERED AGENT

Mandatory

COMPANY FORMATION

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

CHANGE OF DIRECTOR

Ordinary resolution

MAURITIUS

LEGAL SOURCE

Companies Act 2001

ANNUAL COMPLIANCE: WHO’S IN CHARGE

Directors

ANNUAL COMPLIANCE: DOCUMENTS REQUIRED

Audited financial statements

Annual return

ANNUAL COMPLIANCE: REGISTERED AGENT

Mandatory

COMPANY FORMATION

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

CHANGE OF DIRECTOR

Ordinary Shareholder’s resolutions;

Form 16 Notice of Appointment;

Form 17 Notice of Cessation to Hold Office as Director;

Letter to The Corporate and Business Registration Department for the change of directorship.

NORTH AMERICA

CANADA

LEGAL SOURCE

Canada Business Corporations Act (Federal)

Provincial legislation

ANNUAL COMPLIANCE: WHO’S IN CHARGE

Directors

ANNUAL COMPLIANCE: DOCUMENTS REQUIRED

Comparative financial statements

Report of the auditor (if any)

Any further information related to the financial position of the company as required by the articles, the by-laws or any shareholder agreement

Annual return

ANNUAL COMPLIANCE: REGISTERED AGENT

Not applicable

COMPANY FORMATION

Signed Articles of Incorporation

Notice of Registered Address form

Notice of Directors form

Under some statutes: 25% of directors must be resident in Canada

CHANGE OF DIRECTOR

Removal/appointment of directors: by way of an extraordinary meeting of shareholders

File Notice of Change of Directors within 15 days

UNITED STATES - DELAWARE

LEGAL SOURCE

Delaware General Corporation Law

ANNUAL COMPLIANCE: WHO’S IN CHARGE

Directors

ANNUAL COMPLIANCE: DOCUMENTS REQUIRED

Stockholder annual meeting or written resolutions

Filing of an annual return

ANNUAL COMPLIANCE: REGISTERED AGENT

Mandatory for every corporation

COMPANY FORMATION

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

CHANGE OF DIRECTOR

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)