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Scope of Services: Carta Corporate Secretarial (UK)

Scope of Services: Carta Corporate Secretarial (UK)

Carta will provide the following services for entities under contract for Corporate Secretarial Services:

I. GENERAL CORPORATE SECRETARIAL

Setup and Maintenance

Carta’s Corporate Secretarial Services can assist you with the following actions:

  • Maintenance of statutory registers (Register of Members)

  • Preparation and submission to the Companies House of any statutory filing requirements

  • Share Transfers

  • Change in registered business address

  • Preparation and submission to Companies House of statutory forms in relation to any changes in partners or the name of any partner, to the Fund’s name or general nature of the Fund’s business

  • Change of financial year end

You are responsible for:

  • As to Share Transfer related matters, providing us with the signed documents that Carta will be preparing at least 14 business days from effective date

  • Giving instructions to your current service provider for the cessation of their service and to coordinate with Carta on the handover of company statutory records (if applicable)

  • Audit, accounting, and bookkeeping records*

  • Tax filings; requirements may change if you have purchased tax services

  • Disbursements and government fees

*If you have purchased Fund Administration, Carta may provide accounting books and records.

TRANSFER AGENCY

Carta’s Corporate Secretarial Services can assist you with the following actions:

  • Provide support to service providers and regulators to comply with local requirements

  • Maintain Fund’s register of members/partners

  • Enter on the register every allotment, issue, transfer, conversion, redemption and/or purchase of interests along with the names and addresses of each Investor and the number of interests in each class held by such Investor

  • Make the Register available for inspection and supply copies of the Register, in accordance with the instructions from authorized persons of the Fund

  • During Carta's business hours: Permit the auditor, the NAV calculator services provider (if applicable), and any duly appointed agent or representative of the Fund to inspect the Register and any other Fund Records required by this engagement to be kept by Carta

Necessary documents or information you will provide Carta(1):

  • Provide Service Agreements, Invoices or other information needed

  • Completed and fully-executed copies of Subscription Documents for all Partners*

  • Verified list of Partners with commitment details and ending capital balances as of the most recent reporting period*

  • A reliance letter from the current third party RTA (or auditor), if applicable, confirming the list of Partners with commitment details and ending capital balances as of the most recent reporting period is correct

To discuss any services that are outside the scope addressed above, please talk to your Carta representative.

* If you have purchased Fund Formations Services with Fund Administration, we may have opened the bank account on your behalf and will ensure you are given access to the bank account.

ADDITIONAL SERVICES

Carta can assist with the following additional Corporate Secretarial Services:

  • US Module - SEC Filings

  • Registered Office Service ($500 one-time fee)

  • Striking-off ($500 one-time fee)

US Module

Depending on whether your fund admits US investors, you may be required to add US Module services that are not included in the base Carta Fund package.

Carta’s Corporate Secretarial Services with respect to the US Module covers:

  • *Modification made at the Fund-level with:

    • a US Specific Supplement and

    • a Subscription Agreement for US investors

  • *506(b) exemption registration application with the SEC:

    • prepare and file the Form ID application,

    • prepare and file the Form D application

  • GIIN registration

  • Prepare and submit Blue Sky Filings

* Provided if you have purchased Fund Formations services

Registered Office (subject to additional fees)

Carta will:

  • Forward mails via email with the ability to discard advertisements and junk mailers

Carta’s scope of service does not include:

  • Facilitating any courier arrangements and courier charges

  • Receipt of any packages on behalf of the clients other than mailers from the Government bodies

Striking Off (subject to additional fees)

Carta will:

  • Support customer with the preparation of striking-off documentation and coordinate execution of documents

  • Monitor the status of the striking-off application

  • Should there be no objection received from creditors/regulatory bodies who can reject to the striking-off of the company, the company will be struck-off the Register

You will:

  • Make sure that all striking-off criteria are met and the company’s bank account has been closed with no existing assets and liabilities, no ongoing court procedures or outstanding debts to regulatory bodies

  • Confirm that the company has been dormant from the last financial year end

(1) Additional documentation or information may be required by Carta as circumstances warrant.  

DISCLOSURE: This communication is on behalf of eShares Inc., dba Carta, Inc. ("Carta") and its affiliates. Certain transactional fees may apply. This communication is not to be construed as legal, financial, accounting or tax advice and is for informational purposes only. This communication is not intended as a recommendation, offer or solicitation for the purchase or sale of any security. Carta does not assume any liability for reliance on the information provided herein.

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