Corporate governance

Good decisions need
sound governance.

Review authority, approvals and the records behind your business.

Illustrative commercial documents arranged for contract and compliance review

Corporate Compliance & Governance Review

Know what corporate controls need attention before they become a business problem.

A structured review of selected corporate records, governance actions, signing authority, SEC reportorial position, beneficial-ownership documentation, corporate books, and regulatory-account controls.

Professional fee

Subject to the firm’s quotation

For corporations within the defined standard scope

Request Conflict Check & Scope Confirmation

A defined-scope legal-control engagement, not SEC filing assistance, corporate-secretary services, a compliance certification, or an assurance that every legal risk has been identified.

Professional fees are VAT-exclusive.

Intended client: Ordinarily an existing domestic stock corporation or OPC; other entity types require scope review.
Initial deliverable: Corporate Legal Control File, Existing Authority Map, corporate action plan and one management conference of approximately 60 minutes.
Principal scope: Selected corporate records, ownership, governance, authority, SEC reportorial position and account custody; approximately 150 pages for one corporation.
Material exclusions: No compliance certification, filing, corporate-secretary services, forensic reconstruction or live dispute/transaction representation.

Submitting an inquiry does not create an attorney-client relationship. Engagement is subject to conflict checking and written acceptance.

Choose the form of engagement

Different needs. Different scopes.

Consultation

Focused initial assessment and oral guidance during an agreed session. Further work is separately scoped.

Consultation scope

Defined project

A specified issue, document set and deliverable. A diagnostic does not include every corrective step or ongoing representation.

Business review scope

Ongoing counsel

Recurring routine capacity for the named client, within plan limits. Substantial projects and disputes require separate scope.

Counsel scope

Business Legal Risk Review spans selected corporate, contractual, employer, tax-process and compliance risks. Corporate Compliance & Governance Review focuses more narrowly on corporate records, governance, authority, reportorial position and account custody. They are distinct engagements.

The records depend on the entity.

An OPC is not required to submit and file corporate bylaws. Its single stockholder may act through a signed and dated written resolution recorded in the minutes book. Reporting requirements must be checked for the actual entity and reporting period.

The standard-scope description is an NLF service boundary, not a statement that other entities have no compliance obligations. Entity fit and any expanded scope remain subject to confirmation.

Revised Corporation Code, Sections 119 and 127–129

A management product, not document processing.

The review gives management a documented picture of selected corporate records, apparent inconsistencies, actions that need verification or regularization, authority and approval questions, reportorial responsibility, regulatory-account custody, and the next actions that are appropriate within scope.

Defined corporate-control review

Selected records and management disclosures, tied to the actual entity and agreed scope.

Corporate Legal Control File

A practical management deliverable rather than miscellaneous lawyer comments.

No secret-credential collection

Review control and custody, not passwords, OTPs, authentication codes, or private cryptographic credentials.

Standard scope: one corporation and approximately 150 pages

Ordinarily an existing domestic stock corporation or OPC

Non-stock corporations, partnerships, foreign corporations, public-interest corporations, entities with secondary licenses, heavily regulated businesses, and incentive-sensitive enterprises may require lawyer review before standard scope is confirmed.

An agreed document set of approximately 150 pages

This is a scope control, not a reason to give misleading advice. If additional material is reasonably necessary for an included issue, NLF may substitute documents, request limited material, or recommend expanded scope before further work.

Corporate risk questions tied to selected records.

Seven corporate-control areas

Corporate identity & constitutive documents

Selected formation records, Articles, By-Laws where applicable, amendments, registered identity, capital structure, principal office, corporate purpose, and key organizational information.

Ownership, capitalization & beneficial ownership

Selected ownership, capitalization, applicable SEC ownership reports, stock-and-transfer, and beneficial-ownership records, including HARBOR-related responsibility where applicable.

Board & shareholder governance

For an ordinary stock corporation, the most recent annual stockholders’ meeting, up to four selected board meetings or equivalent written actions, and selected material resolutions within the agreed document set. For an OPC, the review concerns applicable single-stockholder resolutions and minutes-book records instead.

Existing authority & reserved matters

An Existing Authority Map: who appears authorized for selected transactions, what approval or governing-record support exists, and which authority questions need verification. It does not invent authority limits.

SEC reportorial position

Selected records and evidence concerning the reports applicable to the entity, including GIS where required, financial statements and other recurring reports, filing confirmations, eWATCH status, disclosed notices, and ownership of reporting responsibility.

Regulatory account & access custody

Control and continuity around authorized users, filer roles, corporate contact channels, recovery ownership, backup ownership, and revocation. NLF never asks for passwords, OTPs, or authentication codes.

Essential books & corporate records

Whether selected essential records appear to exist, who maintains them, where they are maintained, apparent material gaps, and items that may require deeper reconstruction.

What is routed to a separate engagement

The review is not a shortcut for a live transaction, shareholder dispute, forensic reconstruction, regulatory investigation, deadline-sensitive filing, or heavily regulated-business assessment.

Complete legal or SEC compliance certification, assurance engagement, or confirmation that the corporation is fully compliant
Forensic reconstruction of historical share transfers, disputed ownership, nominee or trust analysis, or full reconstruction of corporate books
Review of every historical minutes book, resolution, contract, filing, or transaction
Preparation and filing of GIS, AFS, beneficial-ownership declarations, amendments, reports, or other SEC submissions
Corporate-secretary services, accounting, tax, privacy, AML, or sector-specific regulatory audit
Active shareholder disputes, merger/acquisition work, regulatory investigations, deadline-sensitive notices, or litigation
Portal passwords, OTPs, authentication codes, or other secret credentials

What management receives

Executive Corporate Governance Summary

Corporate Record Inventory

Governance & Authority Findings

SEC Reportorial Review

Beneficial Ownership Review

Existing Authority Map

Regulatory Account & Access Custody Matrix

Corporate Books & Recordkeeping Review

Supported by Records / Needs Verification / Action Required classifications

Immediate / 30 / 60 / 90-Day Corporate Action Plan

One management conference of approximately 60 minutes

Supported by Records, Needs Verification, and Action Required are working classifications for the selected materials, not compliance scores or assurances. Where management has no formal authority policy, the report identifies a management decision required rather than inventing a limit on behalf of the corporation.

A controlled engagement process

Step 1
Conflict check
Step 2
Scope and entity classification
Step 3
Engagement and payment
Step 4
Secure selected-document submission
Step 5
Control file and management conference

Initial intake should not include passwords, OTPs, or bulk confidential records. NLF confirms conflicts, entity fit, scope, and accepted materials before substantive review. Further remediation or filing work, if appropriate, is separately evaluated and remains optional.

Questions management commonly asks

Can you tell us that we are SEC compliant?

No. The review identifies issues apparent from selected records and disclosed facts within scope. It is not a certification or assurance engagement.

Can an OPC use the standard scope?

Potentially. NLF will confirm entity fit because the OPC workflow differs from an ordinary stock-corporation workflow.

Will you set our signatory limits?

The review maps apparent existing authority and questions requiring verification. A proposed delegation or reserved-matters matrix, if appropriate, requires separate corporate decision-making and scope.

Do you need our eSECURE password?

No. NLF reviews authorized-user, custody, continuity, and recovery controls. Do not send passwords, OTPs, or authentication codes.

Can you fix any identified issue?

Where objectively warranted, filing, regularization, corporate-secretary, transaction, dispute, or specialist work may be separately scoped. The diagnostic has standalone value.

Determine whether the standard review fits your corporation.

Request a conflict check and scope confirmation. Please do not send passwords, OTPs, bulk documents, or other confidential records through the initial form.