Corporate Secretary; m​/f​/d

Overview

The Corporate Secretary is responsible for maintaining corporate records, ensuring regulatory compliance, and managing corporate governance activities across 15-20 legal entities. This role serves as the primary liaison with shareholders, banks, and regulatory authorities while supporting the CFO and executive leadership in corporate administration, entity simplification, and intercompany processes.

• Corporate Records & Compliance:
  Maintain accurate and complete corporate records for 15-20 entities across multiple jurisdictions and introduce a new corporate records management system/tool.
• Entity Simplification & Restructuring:
  Lead entity rationalization initiatives to simplify the corporate structure in coordination with tax and legal advisors.
• Intercompany Setup & Processes:
  Design, standardize, and manage end-to-end intercompany frameworks, including contracting, documentation, approvals, transfer pricing support, and collaboration with Finance on invoicing and settlement processes.
• Legal vs. Functional Organization Management:
  Manage and align the dual structure of legal entities and functional organization (with statutory Managing Directors), ensuring clear roles, decision rights, authorization frameworks, and effective collaboration while maintaining legal compliance and corporate boundaries.
• Shareholder Administration:
  Manage shareholder communications, including maintaining shareholder databases, processing share issuances and transfers, preparing notices and proxies, and coordinating with private equity sponsors on governance and reporting.
• Banking & Lender Relations:
  Serve as the primary contact for banking relationships, support debt financing activities, prepare corporate authorization documents, ensure compliance with loan agreements, and maintain records of guarantees and intercreditor arrangements.
• Board & Meeting Support:
  Organize and prepare materials for board meetings across all entities, draft agendas and resolutions, ensure procedural compliance, track decisions, and maintain board records.

• Bachelor’s degree in Law, Business Administration, or a related field
• 5+ years of experience as Corporate Secretary or in a corporate governance role
• Familiarity with German corporate law (particularly GmbH structures and MD requirements), compliance requirements and governance best practices
• Hands-on experience with entity simplification, restructuring, and intercompany setups
• Proven experience managing multiple legal entities across different jurisdictions, balancing legal entity requirements with organizational needs, and leveraging entity management systems and corporate record databases
• Highly organized, detail-oriented, and discrete in handling sensitive corporate matters
• Experience in private equity-backed or SaaS companies and knowledge of European corporate law (Ltd structures) are a plus