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Corporate Paralegal The candidate will be reporting to the General Counsel in support of personnel in the Law Department and other Corporate Departments (primarily Tax and Treasury departments) that require assistance with company legal entities. Prepare and file documents to form legal business entities in the US and assist with non-US formations; assist with documents required for domestic and foreign reorganizations and restructurings; qualify entities to do business in various states and non-US jurisdictions; reserve names; merge and dissolve legal business entities in the US and assist with non-US dissolutions and mergers; amend organizational documents to change the corporate name or capital structure. Prepare, finalize and maintain resolutions of directors and shareholders; powers of attorney; secretarial certificates; incumbencies; delegations of signature authority; and financial and banking authorizations on behalf of the Company and its subsidiaries and affiliates world-wide. Manage and direct contact with the national statutory agent for representation and service of process of the Company and its subsidiaries and affiliates. Maintain company-wide online database and reporting system for the Company’s subsidiaries and affiliates. Maintain current list of JBT Corporation corporate officers and directors, including maintaining files of supporting documentation (copies of passports, personal information, etc.). Maintain current list of directors in all subsidiaries world-wide and assist in making changes to boards as directed. Maintain all corporate documents for all subsidiaries world-wide, including copies of organizing documents, board resolutions, powers of attorney/proxies, etc. Update database to show all capital contributions, changes in ownership, dividends, etc. and maintain documentation for each. Assist the Company’s legal and tax teams in maintainence of foreign entities to comply with foreign corporate, commercial and tax statutes and regulations, arrange for translation and legalization of documents by U.S.-based foreign consulates as required by foreign operations and obtain signatures for documents as needed. Prepare various closing documents including schedules, exhibits and assignment agreements relating to various financing, real estate and M&A transactions; obtain certified documents, certificates and tax clearances from various jurisdictions. File annual reports with each US state, assist with Delaware franchise tax filings and maintain Chicago business license. Prepare intercompany contracts for Tax transfer pricing purposes and assist Tax department with maintainance of intercompany agreement database. Assist with preparation for and conduct of annual shareholders meetings. Assist with the preparation and electronic filing of annual and periodic certifications and reports with the New York Stock Exchange. Assist with preparation and organization of compliance training programs and department presentations and seminars. Assist with the administration of the Law Department’s Serengeti matter management system. Assist with state licensing for contractor’s qualifications. Assist with the administration of Law Department databases and intranet site. Assist in the administration of records management policies associated with Law Department records. Should have general familiarity with general corporate goverance principles and documents and experience in drafting same. Must have excellent communication, organizational, writing and proofreading skills. Should have ability to function independently, network with a global personnel, initiate projects, balance competing priorities, assume responsibility and demonstrate follow-through of projects with limited supervision.
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