Company Secretarial Service for Unlisted Public Companies - CDG Two Limited*. Patricia Holdings provided comprehensive support to an unlisted public company, ensuring full compliance with ASIC regulations and the Corporate Act.
*This case study is based on an actual event, but all names, client details, and other identifiable information have been changed to maintain confidentiality. Any resemblance to actual individuals, companies, or events is intentional only in the context of the case study itself, while all specific details have been altered for privacy reasons.
The Journey of CDG TWO Limited
CDG TWO Limited, a public company established in 2005, had once thrived as a listed entity on the Australian Stock Exchange (ASX). However, after delisting in 2019, the company found itself at a crossroads, navigating the complexities of corporate governance and compliance with limited internal resources.
The Challenges
CDG TWO Limited, with its 639 members, including 43 international stakeholders, and owned a vast share capital of 938,441,594 shares valued at $24,915,988, faced several critical challenges below:
- Cost-Effective Solution: The need to reduce the hefty annual expenditure of $50,000 on company secretarial services.
- Managing the Upcoming AGM: Ensuring the Annual General Meeting was conducted seamlessly and in full compliance with regulatory requirements.
- Ensuring Full Compliances: Maintaining adherence to all ASIC regulations and corporate law mandates.
- Efficient Process: Completing the process quickly and with minimal complications.
The Solution:
To address these challenges, CDG TWO Limited contacted Patricia Holdings in 2022, a solution provider in company secretarial services with over 54 years of experience. Here’s how we transformed their compliance and governance landscape:
Comprehensive Services:
- Nominated Registered ASIC Agent: We became the registered agent for ASIC, streamlining all communications and ensuring timely responses.
- Provision of a Registered Office Address: Our Sydney-based registered office centralised correspondence and compliance activities, enhancing efficiency.
- Named Company Secretary: Our expert replaced the current company secretary, providing continuous and professional management.
- Correspondence Management: We managed all correspondence from government agencies such as ATO and ASIC and commercial channels, ensuring nothing fell through the cracks.
- Share Registry Maintenance: Our team managed the Share Registry with precision, ensuring accuracy and compliance. This included managing share issues, transfers, and share certificates, keeping everything in order.
- Meeting Notices and Filings: We prepared and forwarded notices of meetings and filed all necessary Annual Returns, Financial Statements, and other ASIC filings.
- Attendance at Board Meetings and AGM: Our experts attended and managed Board meetings, the AGM, and other meetings, ensuring everything ran smoothly.
- Meeting Minutes and Compliance: We managed and minuted all meetings and provided ASIC compliance assistance, including continuous disclosure and corporate action management.
- Agenda Preparation: We prepared agendas for Board and committee meetings, ensuring all critical topics were covered.
- Collaboration with Stakeholders: We worked closely with Company Directors, external accountants and auditors, and other service providers to ensure seamless operations.
- AGM Guidelines: We provided detailed guidelines to ensure compliance with the Corporations Amendment (Meetings and Documents) Act 2022.
- Auditor Liaison: Our team collaborated with the auditor to complete the annual report, ensuring it met all regulatory requirements.
- Ongoing Guidance: We offered continuous support and guidance throughout the process, addressing any questions or concerns promptly.
Implementation Process
The transformation began with:
- Multiple Consultations: Several meetings with the client’s directors, outgoing secretary, auditors, and other key stakeholders to understand their specific needs.
- Infrastructure Setup: Establishing the necessary infrastructure, including the Registered Office and Share Registry, as well as the appointment of ASIC registered agent and new company secretary with Patrica Holdings.
- Document Management: Keeping all company documents, including registers, up to date.
- AGM Hosting: Arranging and hosting the annual AGM at our office
- Training and Onboarding: Training and onboarding the client’s team on new processes to ensure a smooth transition.
- Ongoing Support: Providing ongoing support and monitoring to ensure continuous compliance.
The Results
The partnership between CDG TWO Limited and Patricia Holdings yielded remarkable results:
- Improved Compliance: Ensuring all activities fully complied with ASIC regulations and corporate law.
- Reduced Risk: Minimising the risk of breaches and associated fines through meticulous compliance management.
- Enhanced Governance: Implementing best practices in corporate governance to enhance overall governance.
- Cost Savings: Reducing the annual cost for company secretarial services from $50,000 to less than $20,000.
- Client Satisfaction: Receiving positive feedback from the client on the quality of service and support provided.
Client Testimonial
"Patricia Holdings' comprehensive company secretarial services have been a game-changer for us. Their expertise and support have reduced our costs and significantly enhanced our corporate governance practices. We are highly satisfied with the quality of service and support provided." – GW, Director, CDG TWO Limited.
Why Choose Patricia Holdings
With a legacy of over 54 years and a track record of assisting over 250,000 companies, Patricia Holdings offers:
- Expertise in Complex Corporate Structures: Proven ability to handle large and complex corporate structures.
- Comprehensive Services: A wide range of services designed to ensure compliance and efficiency.
- Cost-Effective Solutions: Tailored solutions that reduce costs without compromising on quality.
- High Client Satisfaction: A high referral rate indicates client satisfaction with services.
Conclusion
The journey of CDG TWO Limited with Patricia Holdings demonstrates the benefits of outsourcing company secretarial services to a trusted and experienced provider. By leveraging our expertise, CDG TWO Limited achieved improved compliance, reduced costs, and enhanced corporate governance practices, positioning the company for future success and potential relisting with ASIC. If you are a director of a public company with many members and limited internal resources or a new public company facing similar challenges, let Patricia Holdings be your partner in transforming your compliance and governance landscape.
