Director – Corporate Secretary (M/F)

Director – Corporate Secretary (M/F)

Service line

ATOZ FUND SERVICES

Contract type

CDI

Country

Luxembourg

About us

ATOZ Fund Services is a Luxembourg-headquartered provider of fund administration and corporate services to the alternative asset management industry. We support investors and managers across private equity, private debt, real assets, credit and related alternative strategies with complex professional, administrative, regulatory and other services. We are building out our platform across Europe and Globally. Joining ATOZ means joining a firm that is scaling quickly, investing in its people and technology, and giving talented professionals genuine scope to participate in shaping how our Firm evolves during an exciting growth period.

Role Purpose

The Director – Corporate Secretary acts as a senior corporate secretarial, legal and governance specialist supporting ATOZ's Fund Administration business in Luxembourg. The role provides expert corporate secretarial and legal input on corporate, fund and governance matters for a portfolio of Luxembourg entities and alternative investment structures and manages a team of corporate secretarial professionals based in Luxembourg. The role acts as a senior point of escalation for legal, regulatory and governance matters.

Main Role and Responsibilities

Legal & Corporate Governance

• Provide senior legal and technical support on Luxembourg company law, corporate governance and company secretarial matters affecting client entities and internal stakeholders.
• Review on constitutional documents, shareholders' agreements, board and shareholder resolutions and other legal and corporate documentation.
• Act as as the primary point of contact and escalation point for the Corporate Secretarial teams on complex or sensitive legal and governance questions.
• Coordinate across departments (TA/Accounting) to ensure that any legal/corporate impacts are assessed and addressed at all levels.

Board & Shareholder Meeting Management

• Manage the preparation, organisation and review of Board of Managers/Directors meetings, Shareholders' Meetings, General Meetings and other corporate meetings for a defined portfolio of entities.
• Review agendas, board packs, resolutions and minutes to ensure legal accuracy and that decisions are properly documented, approved and implemented.
• Act as a senior point of contact for directors, managers and shareholders on governance-related matters within the role's portfolio.
• Act as Manager/Director on certain Lux Fund vehicles, being or not (CSSF) regulated.

Corporate Actions & Entity Lifecycle

• Provide legal oversight of corporate actions across the entity lifecycle, including incorporations, liquidations, mergers, restructurings, capital increases/reductions, transfers of shares and amendments to constitutional documents.
• Coordinate with any third parties involved such as, but not limited to, legal advisers, notaries, tax advisers, auditors, banks, AIFMs, depositaries and other external service providers on legal aspects of corporate transactions.

Legal & Regulatory Compliance

• Monitor developments in Luxembourg company law, CSSF requirements and other relevant legislation, and assess their impact on clients, entities and internal processes.
• Work closely with Compliance, Risk, Tax and other internal departments to ensure appropriate implementation of legal, regulatory and governance requirements.
• Support the development and maintenance of internal legal and governance procedures, templates and precedents.

Client & Stakeholder Relationship Management

• Act as a senior legal point of contact for a dedicated portfolio of clients.
• Build and maintain trusted relationships with senior client contacts, directors, managers and shareholders, providing legal insight into their structures and governance requirements.
• Act as the primary escalation point for complex or sensitive client matters requiring legal input.

Team Leadership & Development

• Manage, mentor and develop a team of corporate secretarial professionals located in Luxembourg and in the Firm's Shared Service Centre in Casablanca, providing technical guidance, coaching and support across junior, senior and managerial levels.
• Define clear objectives, monitor performance, provide regular feedback and support the career development of team members in both locations.
• Ensure appropriate workload management, resource allocation and knowledge-sharing between the Luxembourg and Casablanca teams.
• Contribute to the technical training and continuous development of the wider Corporate Secretarial function.

Risk Management & Quality Assurance

• Promote a strong risk and quality culture, ensuring compliance with internal controls, review procedures and four-eye principles on legal and governance matters.
• Identify legal and regulatory risks, anticipate potential issues and recommend appropriate mitigation measures.
• Escalate significant or sensitive legal matters to Management, the General Counsel, Compliance or other relevant stakeholders in a timely manner.

Audits, Regulatory Inspections & Ad-Hoc Projects

• Support internal and external audits, regulatory inspections and client due diligence exercises relating to corporate governance, entity management and legal matters.
• Lead or contribute to strategic and ad-hoc projects, including restructurings, migrations, new entity set-ups and governance reviews.

Business Development Support

• Support business development activities through legal input into client proposals, RFPs, presentations and commercial discussions.
• Contribute to positioning ATOZ as a trusted legal and corporate governance service provider and support the development of a professional network within the Luxembourg financial services industry.

We offer:

• A key leadership position within a dynamic, fast-growing and ambitious fund services firm.
• Exposure to a prestigious international client portfolio and complex alternative investment structures.
• Excellent career development opportunities within a rapidly expanding organisation.
• A competitive remuneration package reflecting your experience, leadership and expertise.

Experience & qualifications

• In-depth knowledge of Luxembourg company law, corporate governance and corporate secretarial requirements.
• In-depth understanding of Luxembourg alternative investment fund structures, including RAIF, SIF, SICAR, sub-threshold AIF strucures and any other relevant Fund structures.
• Strong understanding of directors'/managers' duties, responsibilities and corporate governance principles.
• In-depth knowledge of corporate lifecycle management, including incorporations, restructurings, mergers, liquidations and capital transactions.
• Excellent written/verbal communication skills and organisational/planning skills, with the ability to multitask and prioritise effectively.
• Strong client relationship and stakeholder management skills, with the ability to interact confidently with senior directors, managers and shareholders.
• Proven ability to lead and develop a team across multiple locations, including experience managing or coordinating with a Shared Service Centre.
• Fluency in written and spoken English and French.
• Any additional language, particularly German, Luxembourgish or another European language, is considered an asset.
• Bachelor's or Master's degree in Law, Business Administration, Economics, Finance or a related field.
• 10+ years of relevant professional experience in Luxembourg, preferably within a corporate services provider, law firm, fiduciary, fund administrator or financial institution.
• Significant experience in Luxembourg corporate secretarial, corporate governance and legal matters affecting alternative investment structures.