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Choose your corporate administrator carefully

When a company incorporates, there are many considerations, including the actual administration of the company. That task is normally left in the hands of a corporate administrator who works for a corporate services provider.

The corporate administrator will have responsibility for ensuring that the company is properly run, in accordance with the laws of the country of incorporation and in accordance with company bye-laws.

This is not a small task. A dedicated and properly trained corporate administrator can not only save a company the headaches associated with things that might otherwise have gone awry, but in doing so, will certainly save the company both time and money.

Organisation and the ability to perform many different tasks at once is paramount to the proper administration of a company, not unlike the "rub your tummy while patting your head" exercise. This exercise is meant to test one's focus and concentration or the ability to do more than one thing at the same time - more commonly referred to as multi-tasking.

While many skills are called upon in the role of corporate administrator, the ability to multi-task perhaps ranks highest among them.

In Bermuda, one of the primary functions of a good corporate administrator is to ensure that the company is compliant with Bermuda law at all times. This is not limited to, but includes:

The convening of all statutory meetings in accordance with the Companies Act 1981 and in accordance with the company's bye-laws;

Filing Bermuda Government annual corporate fees;

Maintaining the corporate records;

Liasing with auditors in the preparation of audited financial statements;

Preparing and certifying company bye-laws;

Convening of board/shareholder meetings when necessary;

Arranging for board approval for any agreements being entered into;

Ensuring that all exempted companies maintain adequate local representation; and

In the case of an exempted company, applying to the Bermuda Monetary Authority for approval of share transfers and changes in the beneficial ownership.

The corporate administrator must be aware of filing deadlines, fees and penalties and must be prepared to do any and all of the tasks described above and more, sometimes at a moment's notice.

It's important to keep in mind that, while the corporate administrator must be many things to many people, not the least of which is someone who is organised, she is also the human voice on the other end of the phone.

The corporate administrator is often the first point of contact for the company and as such, the service that she provides can represent, for many, the tone for the entire company.

As the first point of contact, the corporate administrator must correspond not only with the directors, officers and beneficial owners of the company, but must also liase with government agencies, auditors, banks, shareholders and lawyers, to name a few.

Therefore, when looking for a good corporate administrator, one may add to the list the following attributes: personable, knowledgeable, adaptable, tactful, discreet and nothing short of efficient.

Finally, it is essential to do your homework when deciding on the best corporate services provider for your needs. Do not retain a corporate administrator based on price alone. Careful hiring practices, proper evaluation and comprehensive training of corporate administrators are vital considerations.

And, hey, the ability to rub your tummy and pat your head can't hurt either!

@EDITRULE:

Deborah Pharoah is a Corporate Administrator on the Asset Finance & Banking Team at Appleby Spurling & Kempe. Copies of Ms Pharoah's column can be obtained on the Appleby Spurling & Kempe web site at www.ask.bm.

This column should not be used as a substitute for professional legal advice. Before proceeding with any matters discussed here, persons are advised to consult with a lawyer.