What We Offer
Our service offerings range from providing recording secretaries for Board & Committee meetings to the appointment of one of our senior team members as the full outsourced officer (Corporate Secretary) of the company.
DSA Corporate Services also specializes in continuous disclosure regulatory reporting, stock exchange compliance, stock option and warrant administration, annual shareholder meeting organization, minute book custody, news release dissemination through a range of domestic and global networks, and other specialty services.
Corporate Secretarial Services
• Creating board and committee meeting notices
• Drafting meeting agendas
• Circulating meeting materials to the board and committees
• Attendance at board and committee meetings
• Preparation of meeting minutes and consent resolutions
Outsourced Corporate Secretary Service
• Appointment of a DSA senior team member to issuer’s corporate secretary position, performing an expanded recording secretary role. Each opportunity is carefully matched with the appropriate DSA team member
Continuous Disclosure Regulatory and Insider Filings
• Monitoring of regulatory filing deadlines based on issuer’s year-end and stock exchange regulations; includes a DSA customized annual disclosure filing calendar
• Preparation of applicable Chief Executive Officer (CEO) and Chief Financial Officer (CFO) annual and interim certifications
• Preparation of basic material change reports
• Calculation, reporting, and payment of annual filing fees for SEDAR+
• Preparation and filing provincial and federal regulatory filings
Our group company, DSA Filing Services, can also be engaged in conjunction with these services to provide:
• Completion of annual, interim and other filings via SEDAR+, EDGAR, OTC, or UK RIS
• Insider regulatory filings for SEDI – Canadian Insider Reporting via www.sedi.ca
Shareholder Meeting Services
• Liaising with client’s legal counsel and transfer agent to set meeting and record dates for annual and/or special shareholder meetings
• Compliance with corporate and securities laws relating to registered and beneficial shareholders
• Review of documents to be sent to shareholders
• Arranging for the printing and mailing of shareholder materials
• Booking of meeting venue as well as making catering arrangements
• Review of proxy tabulation data prior to the meeting
• Drafting of Chairman’s script for the meeting
• Attendance at the meeting to record minutes
• Preparation of the shareholder meeting minutes
Stock Exchange Compliance
• Compliance with Toronto Stock Exchange (TSX); TSX Venture Exchange (TSX-V); Canadian Stock Exchange (CSE); Over-the-Counter (OTC, OTCQB, OTCQX), and other US and UK stock exchange policies
• Filings under national instrument 71-102 of the canadian securities administrators for foreign designated issuers
• Creation and submission of monthly TSX LINX reports and TSX-V exchange forms such as Form 4G-Grant of stock options, form 3C-hiring of an investor relations consultant, and CSE forms
Stock Option and Warrant Administration
• Maintenance of stock option and warrant registers
• Preparation of treasury directions for the exercise of options/warrants
• Submission of executed treasury direction to issuer’s transfer agent
• Creation of stock option agreements for optionees
Minute Book Custody
• Maintenance of client minute books ensuring that all executed copies of minutes/resolutions including constating documents are inserted into respective client’s minute books, for which current editions are maintained in DSA’s library
• Facilities for auditors to review minute books for audit
• Creation of scanned electronic versions of meeting minutes and resolutions for ease of reference and for due diligence purposes
Whistleblower Integrity Hotline Service
• Cost-effective, easy-to-set-up and allowing for the confidential and anonymous reporting of infractions to the Audit Committee Chair
Registered Office/Address and Facilities
• Registered office/address
• Mail collection and forwarding, answering calls
• Meeting rooms with internet wi-fi access
Corporate Governance Package
• Turn-key set of Board and Committee template mandates, policies and work plans, for use by directors and management to assist in the creation of the client’s own governance structure
• Organizing the printing of financial documents such as prospectuses, annual information forms, annual financials and MD&A, annual meeting materials, interims, etc.
• Specialty escrow services are available through Hage Escrow Services or Marrelli Trust, depending on the specific requirements.
Marrelli Press Release Services
• Arranging of fast and efficient dissemination of client news releases via DSA’s preferred partner newswire service providers
• An extensive selection of news dissemination networks around the world, including social media options and trade publications.
• Pre-clearance of news releases with the stock exchange market surveillance agencies, such as the Canadian Investment Regulatory Organization (CIRO) in Canada.
• Exclusive to DSA clients using Notified™ (Globenewswire) is a discounted newswire rate and a number of other complimentary services.