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.
- Calendar of annual compliance deadlines
- Maintenance of company registers
- Mandatory annual statutory filings
- License renewals
- Preparation of documents (AGMs, financial statements approval)
- Updates on relevant changes in local legislation
- Centralized project management and reporting
- Industry specific compliance filings
- UBO compliance services
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.
- Incorporations / dissolutions / registrations
- Directors & officers (D&O) changes
- Ad hoc board / shareholders resolutions and meetings
- Articles of association / name/ address changes
- Granting/ revoking powers of attorney
- Share transfers / capital increases or reductions
- Dividend distribution
- Preparation and filing of documents in relation to any other corporate changes
- Provision / obtainment of documents or excerpts / document retrieval
- Notarizations / legalizations / apostilles / translations
- Overview of multijurisdictional legal requirements
- Responding to entity governance and compliance related queries
- Assisting with jurisdiction specific e-signatures
- Assisting with economic substance regulations
- Bank account opening and administrative support (changing signatories, etc.)
- Assisting with KYC documentation collection
- Managing communications with investors and employees
- ESG reporting
- GDPR related services
- Ensuring compliance with internal policies and procedures
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.
- Corporate health checks
- Data validation and database consolidation / transformation
- Remediation of compliance issues and anomalies
- Group-wide restructurings
- Corporate governance due diligence
- Multijurisdictional corporate changes (company name, financial year end, banking authorizations, etc.)
- Migration of data and documents to an entity management system /enterprise legal management solution
- Corporate secretarial support around M&A and de-equitization projects
- Listing company process (pre-IPO advisory)
- Discovery, analysis, and monitoring of emerging legal compliance and governance risks and opportunities
- Adoption of internal policies
Other ongoing services
- Registered office
- Company secretary
- Independent director
- Registered agent
- Process agent
- Legal representation
- Documents execution coordination
- Paralegal / admin support / temporary staffing
- Representation services
- Matter management system
- Maintenance of entity-level governance-related disclosures
- Corporate knowledge platform
- Common Reporting Standards/FATCA
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.
- Directors' training
- Board support
- Company stamp / seal keeping
- Corporate shareholder services
- Board effectiveness reviews
- Corporate governance framework / entity governance policies
Sample regulatory requirements
AFRICA & MENA
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
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)
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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)
