DIFFERENT ANGLE by Kenneth Rijock
Should you demand from corporate clients a Certificate of Good Standing each year? Let us examine some of the reasons why this is not only a good compliance practice, but is also a prudent way to reduce risk of not learning about negative or individual corporate events that may affect your relationship with the client.
- The annual filing that must precede the issuance of a certificate of good standing generally includes a listing of officers, directors and the registered agent. If any of these have changed, the new names will be available in the juriswdiction's database, often Internet-based. If the client has quietly sold out his company to someone that you neither know, or have vetted, a radical change in officers will usually occur. A failure to file this new information may indicate that the new owners wish to conceal this fact.
- Regulators inspecting compliance files during a visit welcome regular updates of the compliance function, as to both inside and outside auditors.
- Do company officers and directors become personally liable for corporate debts upon the dissolution of a company for failure to file annual reports in that jurisdiction?
- Your lawyers will need to know corporate status, and the exact company legal name, prior to initiating any litigation to recover unpaid debts, or for any other reason, like making a written demand.
- Is the company in receivership or liquidation, and they have neglected to tell you this? a failure to file a report could indicate financial distress.
- Has a newly-hired officer or director been arrested or indicted for criminal activity? By not reporting his name to the government corporate service agency, they may be able to hide this.
- Personally, when a company has neglected to timely file its annual reports, and pay whatever fees are involved to government, it may indicate other, more serious problems.
- Does another corporation now control the client company? This will show up, usually in the designation of a new registered ( company) agent or Managing Director. What if a tax haven company now controls your client? Is that not grounds for a new risk assessment fo its business operations at the bank?
To sum up, there are many reasons why a company will want to conceal material events from the public, and from its bankers. By insisting upon a certificate of good standing each year, and following up with a check of corporate filing information, you reduce the risk of a nasty surprise later.
The facts and opinions stated in this article are those of the author and not those of World-Check. World-Check does not warrant the accuracy of any facts and opinions stated in this article, does not endorse them, and accepts no responsibility for them.
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