天津招聘

Position: Corporate Governance/ Corporate Secretarial Assistant Manager / Manager
Location: Shanghai

Principal responsibilities
- Support boards of directors of all China-based Client-controlled subsidiaries ("Client subsidiaries"): ensure that board and shareholder meetings are conducted in compliance with applicable laws and regulations; prepare notices and agendas for such meetings and keep meeting minutes in satisfaction of legal requirements.

- Maintain up-to-date information on changes of position, rotation or term expiration for directors, supervisors, legal representatives and general managers of Client subsidiaries; ensure that the appointment of directors does not conflict with internal regulations of other Client subsidiaries; inform Department /Area /Business Head of legal actions necessary to change a board member's appointment; prepare and file legal documents for Board member changes.

- With respect to China-based joint venture companies in which the Client holds an interest ("JVs"), draft and issue letters of appointment for Client-appointed directors or officers of JVs and give notice to JV partner; attend board meetings of JV companies as board secretary; request JV management to provide board meeting minutes and board resolutions for Client review and legal filing; draft and review JV company board resolutions when requested by business managers.

- Attend project kick-off meetings and address company secretarial issues; prepare list of required document and timeline as requested.

- Ensure special industrial licenses are correctly reflected in the business scope of Client subsidiaries.

- Train responsible persons within Client subsidiaries about necessary communication with local government authorities in order to avoid challenges based on violation of local requirements.

- Train and follow up with responsible persons at Client subsidiaries to ensure relevant applications have been completed and records have been updated.

- Advise Client subsidiaries and internal departments regarding legal requirements and procedures for dividend distribution, changes in registered capital, change of business location, change of legal representative, change of company name and modification of business scope; prepare all related documents, including, e.g., board resolutions, amendments to Articles of Association and JV contracts, obtain Global Group approval as needed, and make application and file with relevant government authorities.

- Advise Client subsidiaries and internal departments regarding legal requirements and procedures necessary to set up new legal entities, such as wholly-owned companies, joint venture companies, branch companies, etc., and those necessary to liquidate and deregister legal entities; help prepare required legal documents and support submissions to government authorities.

- Support external M&A activity and internal restructuring.

- Advise Client subsidiaries regarding legal requirements for engaging in new business activities and confirm that such actions are consistent with existing licenses and governmental approvals; if not, suggest and support alternative courses of action.

- Advise directors of Client subsidiaries of their legal obligations under PRC laws, and monitor behaviour of company legal representatives and directors for potential abuse. Prepare powers of attorney required for the authorised execution of documents and conducting of business on behalf of Client subsidiaries.

- Advise on the legal procedure for changing the name of any Client subsidiaries and prepare necessary legal documents and provide other legal support as needed.

- For Hong Kong-based subsidiaries, prepare board resolutions, notary documents, Power Of Attorney, appointment letters, and documents for change of registration records.

- Ensure that Hong Kong-based subsidiaries properly conduct annual reviews, submit annual returns in timely manner to the Company Registry, and properly file Annual General Meeting minutes and board meeting minutes.

- Promptly inform Client Global Group Company Secretary and Subsidiary Management Team of relevant changes to Client subsidiaries within Great China and Hong Kong.

- Ensure that Client subsidiaries structure and profile information are accurate and updated; review Group Organisation Chart Handbook and Quarterly Report and report discrepancies to Subsidiary Management Team in Germany.

- For each Client subsidiaries, follow up on Annual Examinations and ensure that statutory timelines and requirements are followed.

- Ensure Client subsidiaries maintain and submit accurate and sufficient documentation to meet applicable legal requirements. Set up and maintain a hard copy filing system and on-line database for corporate filing.

- Review new project presentations from company secretarial /governance perspective.

- Ad hoc works required by Client holdings in Germany /UK /HK..



Key interfaces
Internal: Boards of directors of Client-controlled companies based in China, Great China internal area business heads, business managers, sales team members, commercial officers, Group Company Secretary, regional & global Legal Services members, Group Subsidiary Management Team

External: Various governmental authorities, such as Foreign Investment Committee, Administration of Industry and Commerce, etc; external law firms, external company secretarial advisors.




Required key skills (functional/technical)
- Strong communication skills
- Legal writing skills in both Chinese and English
- Familiarity with Chinese laws, regulations and company secretarial practice
- Managing and organizational skills
- Familiarity with MNC organization
- Computer Skills, including Microsoft Office and database software



Required qualifications/experience
- University degree, legal background preferred
- 5 years+ working experience in corporate governance /corporate secretarial area
- General management and organization skills.

If you are interested in our position, please send your CVs both in Chinese & English to oranna.yuan@tmf-group.com, thanks!

Group Introduction
With over 3,300 professionals working out of 87 offices in 67 countries, TMF Group is the world’s leading independent provider of accounting and corporate secretarial services. TMF Group has a strong track record of growth and anticipates doubling the size of its network in the next few years, putting strong emphasis on its shared values and culture. The group’s activities are divided up into the nine services lines. Learn more about our organization, our global reach and services, please explore our site at www.tmf-group.com

A growing global network
TMF Group has a strong track record of growth and anticipates doubling the size of its network in the next few years, putting strong emphasis on its shared values and culture.

A strong culture
TMF Group has a strong corporate culture and deeply rooted values. We have been careful to foster these as we have grown, and we will continue to do so as we expand in the future. TMF's culture is founded on three key pillars: the right kind of people, excellent communication, and plain hard work.
It is this unique combination of a powerful, competitive network and strong corporate culture that sets TMF apart and enables us to provide our clients with the best possible value.

Independent services
As an independent services provider, TMF Group does not have any conflict of interest within its services and can work with any advisor or bank of its client’s choice.

One single point of contact
Clients who require our services in multiple jurisdictions may choose to have a single point of contact to coordinate all management and accounting services needs, supported by a global TMF Group office network providing comprehensive country coverage and local expertise.

We service all industries
TMF Group’s international client base is diversified and includes fortune 500 companies and other listed multinational companies, insurance and real estate companies, financial institutions, pension funds, reputable private companies and high net worth individuals.
We service all industries, and have formed specialized teams with the necessary sector experience and expertise to service our clients to the highest standards and in the most efficient way.