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Corporate Secretary (Paralegal)

New York, NY 10005

Posted: 02/07/2024 Employment Type: Contract Job Category: Administrative Job Number: 611544 Country: United States Is job remote?: No

Job Description


$45-55/hr 
Company Secretary  / Corporate Secretary (Paralegal)
11-month contract assignment but temp to perm not ruled out

Location: New York, NY 10005

Must Haves: 
  • Minimum 5 years’ experience in a corporate secretarial/paralegal role.
  • Experience preparing Board minutes and advising on governance matters essential.
  • Working knowledge of corporate legal/corporate governance requirements.
  • Excellent written and oral communication skills.
  • A strong work ethic, supported by well-developed interpersonal skills.
  • Management and organizational skills; detail oriented.
  • Ability to maintain a professional composure in challenging situations.
  • Ability to manage multiple projects simultaneously.
  • Strong sense of business and legal ethics.
Preferred: 
  • JD (or foreign equivalent) qualification preferred.

Job Description/Summary:

Reporting to the Managing Director, Corporate Secretary, the Company Secretary plays a key role in ensuring the integrity of the Firm’s legal-entity governance framework.  The position is responsible for the efficient administration of the operating subsidiaries (in the US, Cayman Islands, UK, Ireland, Luxembourg, Switzerland, Japan, Hong Kong, China).  The Corporate Secretarial team is responsible for providing advice regarding requirements and best practices with respect to the legal and organizational structure of the Firm and its subsidiaries, operation of the subsidiaries’ quarterly Board and Board Committee meetings, and corporate organizational documents, and for providing overall support to the Boards and their Committees with respect to the execution of their responsibilities. 

This role is based in New York City (lower Manhattan).  The successful candidate will be required to spend a minimum of three days per week in the office (to be agreed with the Managing Director, Corporate Secretary).

Key responsibilities shall include:  
  • Attend and prepare minutes of Board and Board Committee meetings to properly document the actions of the Board/Committee.
  • Provide legal advice on local requirements and best practices relating to Board/Board Committee and entity governance issues, including conflicts of interest, Director independence, fiduciary duties and oversight responsibilities. 
  • Coordinate with General Counsel, local attorneys and Compliance Officers to ensure local legal and regulatory requirements are fulfilled.
  • Advise on, and facilitate corporate transactions, in conjunction with local counsel or advisers, including creation, merger, or winding up of operating and non-operating subsidiaries; draft corporate documents and resolutions relating to the same.
  • Liaise with auditors, lawyers, tax advisers, and shareholders regarding governance issues, including the preparation of materials relating to financial statements.
  • Assist subsidiary Boards of Directors/Board Committees in complying with their respective organizational documents and charters.
  • Oversee the preparation of agendas and meeting presentations.
  • Establish requirements for, and oversee filings required to transact business in the various jurisdictions in which BBH operates, including corporate governance filings and filings upon a change of Directorships, a change to partnership/shareholders, and/or other organizational changes.
  • Facilitate approvals and administrative tasks relating to non-operating subsidiaries, including drafting and arranging execution of written resolutions, and ensure corporate filings are timely made.
  • Liaise with business partners to maintain, update, and present to subsidiary Boards for approval, authorized signatory lists.
  • Prepare, review and maintain intercompany agreements, coordinate with in-house attorneys, Compliance Officers, Risk Officers, and business contacts.
  • Review and negotiate auditor engagement letters.
  • Prepare/review and update, organizational documents and charters.
  • Under the direction of the Corporate Secretary, review, and enhance as necessary, policies and procedures with respect to the operation of the Corporate Secretarial function.
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