To successfully establish or expand a business in Europe, one must first grasp the corporate secretarial needs and regulations of the respective country. A Corporate Secretary plays a crucial role in ensuring compliance with legal and regulatory provisions and serves as a liaison between the management and the Board of Directors. Here are some essential factors to keep in mind:
CORPORATE STRUCTURE
The first step is to determine the appropriate corporate structure for your company. This can vary between countries, but common structures include private limited companies, partnerships and branches of foreign companies. This would be determined and agreed upon in close cooperation with your tax and legal advisors.
COMPANY REGISTRATION
Once you have decided on a corporate structure, you will need to register your company with the relevant local authorities. This typically involves submitting various documents, such as articles of incorporation, details of the company Officers, shareholder information and paying the required fee to the Registrar.
Appointment of a Corporate Secretary
In many European countries, it is a legal requirement for companies to appoint a corporate secretary. This person is responsible for maintaining the company's statutory books and records and ensuring that the company complies with all legal and regulatory requirements. The corporate secretary provides advice not only on directors’ statutory duties under the law, disclosure obligations and listing rule requirements but also in respect of corporate governance requirements and practices and effective board processes. This specialised role of the modern company secretary has emerged to position them as one of the key governance professionals within the organisation.
Statutory Annual Filings
Many European countries require companies to file annual accounts, tax returns and other documents with the relevant authorities. Failure to do so can result in fines and penalties. In most companies, the corporate secretary is responsible for ensuring this requirement is satisfied.
Compliance
Compliance requirements can vary significantly between countries, but common areas include company law, tax, employment law, and data protection and most notably across Europe, GDPR. It is important to stay up to date with any changes in legislation and ensure that your company is fully compliant.
EXPANSION
If you are expanding your company into other European countries, you will need to consider the corporate secretarial requirements of each country. This may involve appointing local directors, complying with local employment laws, and registering the company with the relevant authorities.
Overall, setting up and expanding a company in Europe requires careful consideration of corporate secretarial requirements. It is important to seek professional advice to ensure that your company is fully compliant with all legal and regulatory requirements and the incorporation process is as seamless as possible.
