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Entity governance and compliance

Helping companies more effectively manage the challenges associated with operating a global footprint of legal entities. PwC’s network delivers an innovative approach to legal entity management with unrivalled experience in the marketplace.

Global obligations and statutory duties surrounding entity governance and compliance are increasing as regulators, stakeholders and investors are demanding greater transparency by imposing new or more stringent requirements. Base Erosion and Profit Shifting (“BEPS”) initiatives, including country-by-country reporting, are key examples of this, as well as an increased focus by governments on subsidiary governance. These trends place burdens on companies that often have limited resources and expertise both domestically and internationally.

The ‘current state’ approach for many businesses in this area is often ad hoc and difficult to manage. Complex group structures only serve to amplify regulatory, legal, financial, and evidential risk. This is coupled with a lack of central oversight, inadequate internal processes and controls, disparate service providers, little visibility and control over costs, and a scarcity of reliable, current information.

There is an increasing need to have more control at the parent level with respect to a group’s legal entities to better manage growing compliance obligations. Companies are wanting improved processes and workflows to proactively manage compliance obligations and to identify potential outstanding non-compliance issues earlier in the process. Legal and internal audit functions now have a stronger focus on governance and legal entity management controls.

The risks associated with noncompliance and governance failures have dramatically increased. These can include reputational risk and financial penalties, as well as the inability to operate in certain jurisdictions. But it may also mean personal liability and prosecution for directors and officers of the entity – an often surprising, but real consequence that is catching the attention of multinational corporations.

Being ‘ready for change’ continues to be a key mantra for multinational corporations. Core corporate functions should be agile and ready for structural changes as multinational groups are reviewing their corporate structure and pursuing transactions to meet strategic business initiatives such as expansion and growth.

ILC Legal, LLP, as an independent law firm in the PwC network, works directly with PwC professionals across the PwC network to provide a seamless multi-jurisdictional approach to entity governance and compliance. Specifically, we will help you identify the right resources in the right geographical locations to ensure you have the expertise you need for legal entity management. This extends to resources throughout the PwC network, including the PwC’s global entity governance and compliance network as well as the PwC’s global legal services network – providing you with a full array of specialists.

PwC’s network can provide full entity life cycle management with an unrivalled reach with over 3,500 lawyers and corporate secretarial professionals in over 160 countries – the largest global network in the market

Working with other PwC network firms, ILC Legal can deliver services tailored to your needs

Broad range of legal entity governance and compliance services

Entity creation

  • Incorporate subsidiaries, form joint venture entities, and register branches
  • Create controls, processes, and policies for operation of new legal entities

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Legal entity management

  • Compliance health checks and remedial support to bring non-compliant entities into good legal standing
  • Maintenance of statutory registers and minute books
  • Preparation and submission of any statutory corporate secretarial returns
  • Preparation of annual minutes and resolutions to approve the annual financial statements by directors and shareholders
  • Submission of annual financial statements to the local registry, court or chamber of commerce
  • Initiating timely payment of government or license fees required
  • Facilitate any corporate administrative requests such as confirmation of key corporate information or copies of corporate documentation such as board or shareholder resolutions or constitutional documents
  • Address compliance specific technical questions that relate to local legislation
  • Provision of information to the auditors

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Governance support

  • Develop global subsidiary governance framework and operating principles for the group structure
  • Review of existing subsidiary governance frameworks and board effectiveness
  • Training for directors of overseas entities on their governance role, local legal duties and group wide protection

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Entity dissolution or elimination

  • Supporting due diligence
  • Pre-dissolution restructuring (e.g., capital extraction and distributions)
  • De-registration
  • Mergers or liquidations

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Special transactions

  • Legal entity rationalization projects
  • Corporate structure changes such as reorganizations, capital changes, share transfers, divestments, debt waivers, indemnities

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…coupled with smart, technology-enabled solutions…

Delivery approach

  • Single point of contact through the largest corporate secretarial network
  • Streamlined management of the full legal entity life cycle through innovative technology solutions
  • Operating protocols, processes and procedures to ensure a consistent global standard

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Automated technology solutions

  • Provide instant access to legal entity governance and compliance requirements across 100+ territories, plus updates on legislative changes
  • Dashboards that provide visibility into legal entity compliance status and milestones 
  • Workflow features that facilitate a direct interaction with the global PwC network to initiate corporate change requests
  • Integration and updates to existing third party legal entity management software

These technology solutions provide:

  • Visibility to ensure entities remain in good legal standing
  • Transparency into routine and ad-hoc tasks 
  • Identify potential for missed deadlines and blockages that could lead to compliance issues
  • Efficiency gains and data accuracy through real-time updates to existing legal entity management software

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PwC’s global legal services network has the largest geographical reach with unparalleled access to experienced legal professionals around the world, making it a leader in the marketplace. However, it is the network’s approach and the value you will realize that makes it different.

Proven value for clients

PwC’s global legal services network has extensive project management and coordination experience across industry lines. The member firms of the network can provide consistent advice across jurisdictions, creative approaches where necessary, and all advice is delivered with a keen eye on the commercial impact.

A ‘universal’, practical approach to compliance

HR governance models must be flexible enough to apply across the globe in a holistic fashion, while embodying the organization’s core global values. PwC’s global legal services network can help your company design and implement such a model by using a comparative mindset coupled with local expertise.

Efficient delivery with on-going benefits

Through a single point of contact, HR legal advice can be managed whether queries arise for one country, or for matters that have international, crossjurisdictional consequences. PwC’s global legal services network can also deliver solutions with enabling technology and automation that not only yield current benefits, but can serve as a spring-board for on-going efficiency.

Connected disciplines can enable seamless implementation

PwC’s global legal services network can work alongside PwC’s international corporate structuring and immigration colleagues, tax professionals, HR consulting team members, and outsourcing experts to understand the business’ broader obligations, ensure proper compliance, and provide strategic insights.

Front-line planning

When organizations decide to expand cross-border, reviewing local employment laws upfront can provide valuable insights early in the planning process, including the various structures for providing services and a full understanding of employer obligations throughout the employment life cycle.

Proactive measures that can identify problems early

Health checks and audits can help companies evaluate their current compliance and related risks. For example, the PwC’s global legal services network can audit workforce entitlements on a periodic basis, as well as assess the state of their relationships with unions.

Contact us

Richard Edmundson

Managing Partner, ILC Legal, LLP, PwC ILC Legal

Tel: +1 (202) 313 8502