Entity Management Overview and Minute Book Deep Dive
This is a complimentary recording: A superior entity management system can centralize your corporate data, enhance collaboration within your organization, and, above all, automate and simplify your company’s corporate governance activities. But if you haven’t seen one in use, it can be hard to fully appreciate the benefits it can bring to your everyday work.
Now’s your chance. Consider this complimentary event your all-access pass to the award-winning* CSC® Entity ManagementSM solution. We’ll provide an overview of CSC Entity Management and take a deep dive into the application for a closer look at the ability to manage minute books and documents. From document storage, and folder structure, to searching, and document security, CSC Entity Management has it all.
*This is a direct transcription and may contain inaudible portions
Anu: My name is Anu Shah and I will be your moderator. Joining us today are David Jeffries and John Oliver. David is sales engineer for Compliance and Governance Services at CSC. With CSC for over eight years, he has significant experience providing training implementation and consultative services to CSC's entity management clients. John is the market director for Compliance Services with CSC's corporate and legal solutions group. He has been with CSC for six years and is responsible for strategic oversight of CSC's corporate compliance and governance solutions. And with that, let's welcome David and John.
John: Thanks, Anu and welcome, everyone. We first just want to thank you for attending, and I'd like to think that we're bringing you an informative webinar today that is going to really give you some general information about entity management, as well as a little bit of a deeper dive into CSC entity management specifically.
So as you'll see in front of you is our agenda, and what we're going to cover is what is entity management, why would you implement an entity management solution, again, that's CSC entity management, the services that we provide here, and then we're actually going to take you for a deep dive demonstration, really into minute-books and document management specifically today. So I know that Anu had mentioned at the beginning that we're going to take questions and answers at the end, so feel free as we go to type your questions in, into the box there, and as we get to the end we will absolutely do our best to answer all your questions in the 10-15 minutes that we have remaining.
All right, so the question of the day, what is entity management? So entity management, really, is it's all about managing and keeping your organization in compliance with, really, the numerous national, federal, state and local requirements. There's a lot of jurisdictions out there, so it's really about how do you keep all those entities in compliance with those requirements. Additionally, it's really talking about managing the data, the documents, the compliance, really the communication, collaboration and reporting for all of your company's global subsidiaries. So entity management is all about being able to kind of keep everything together for all of those subsidiaries.
And I'm sorry, I just put a slide up here, but before we go any further I do want to actually mention that in our registration question we asked how many people utilize an entity management application today, and well over half the people on this webinar said that they actually do not currently utilize an entity management application. So David's going to talk us through a little bit about why having an entity management application's so important.
David: Wonderful, thank you John, and so the slide that everyone should now see talks about some of the challenges that organizations face when they do not have an entity management system or application in place. And I do work with a lot of organizations that are in, what I would call, a manual environment where a lot of their entity data is tracked in spreadsheets, the documents may, in some cases, be strictly in paper form on the shelf or, perhaps, are scanned and available on different shared drives. Org charts, quite often, are generated using tools like Excel or PowerPoint or, in some cases, Visio, but done so in a manual fashion. And that's a very common scenario where information is really kind of scattered in various places, and so this slide talks about some of the problems and issues that that can create.
Number one, there's a lack of visibility to the data itself, how easy when information is requested it is to actually share that type of information, either inside of or outside of your organization. Again, it's a siloed approach and so it creates issues when individuals are looking to be able to locate information, "Where do I actually go for the documents? What about the data?" The legal department, which, in most cases, is responsible for managing the compliance and governance of the entities, can, in many cases, become a bit of a bottleneck, and really, in no fault of their own, but they simply lack a collaborative tool to share the type of information with the rest of the organization.
The second to the last bullet point is really, kind of, the crux of really what can be a great challenge when organizations lack a platform, and that's the fact that any type of update has to be done in a manual fashion, so if you are forming entities, dissolving companies, qualifying in new states, withdrawing from old states, if you or someone within your organization isn't updating that information, it's not getting updated anywhere. And so, in many cases, things can kind of fall out of alignment in terms of what you feel represents your entity portfolio versus the reality of the companies, their statuses at the Secretary of State, so the manual updating is really a great challenge.
And then the last item, maybe just as equal in terms of a challenge, which is the inability or the challenge around creating reports. If someone were to come to you and say, "I need a list of directors and officers," or, "For a particular subsidiary, I need to understand its ownership structure," if you don't have a platform, have that information at your fingertips, in many cases you are manually compiling and searching, and trying to gather that type of information before you can even provide it to the individual who are requesting that data. Whereas a strong entity management platform would have that type of information literally at your fingertips. You can hit a button and generate an org chart, hit a button and create reports that provide visibility to your entity data and governance events. And so these are quite a number of the challenges that organizations face.
John: Yeah, and in regards to creating reports, I mean, we just hear over and over again that that's just a massive time saver for customers all the time. So David, why would we implement an entity management system to follow up on the pitfalls?
David: Sure, so it's really to address all of those issues that we highlighted a moment ago. And so one of the key benefits of implementing an entity platform is the centralization, the opportunity to have a single, one-stop-shop. I've heard some of our entity management clients refer to our entity platform as their source of legal truth for their entities. And so again, in one place I have my data, my documents, my charts, my compliance events, again, reporting built into the platform so that I can, at a moment's notice, extract that information. So it really brings everything together, and then it becomes a platform that you can, sort of, share across the organization which we'll talk about in more detail in a moment.
Automation, that's a word I use quite a bit, when I'm presenting CSC's entity management solution to prospects. Instead of having to manually create an org chart where, in many cases, people are drawing lines in boxes and creating relationships, or manually compiling a list of directors and officers by cutting and pasting various Excel files. An entity management system can really automate those processes for you where, again, you hit a button, the charts are created with the director's offices are established and created, and so that is one of the key benefits of the solution.
Collaboration, we talked about when information is siloed. In many cases, the legal department can become a bit of a bottleneck. You know, if people need information, they have to come to someone in the legal department, which really becomes a challenge for all involved. And so one of the great strengths of the platform is the ability to then, essentially, distribute that information through the platform, across your organization, whether it's sharing data with tax or finance or accounting, or really any part of the organization that might need visibility to some of your entity information.
We've already keyed on reporting a few times, but again, it's the ability to, with a touch of a button, essentially, have information at your fingertips, whether it's a list of owners, registrations, compliance events, or one of our more popular reports is what we call a comprehensive report. Others like to refer to it as a data sheet where they can compile, really, all of the entity vitals that you're tracking for your organization.
Last but not least would be security, and this is really a critical component, the opportunity to make sure that only the right individuals have access to the right set of data. So, for example, within our entity management solution you can have administrators that are all-powerful, that can see all components and can make changes across the board, but then, when those administrators create accounts for their colleagues, quite often they're creating users with more limited sets of rights and that can include individuals that can only view data and who, by design, can't make changes. It could also include the ability to hide information from users.
So we're in the second part of our presentation today, going to do a bit of a deep dive into the document management and minute-book capabilities in the solution. That said, I work with a lot of organizations that do create their minute-books online in our platform, but when they establish a lot of users they don't allow some of the average users to have access to the documents by design, but instead only permission them into some of the more basic entity data, based on what they're comfortable with in the platform.
You can even do security and permissioning down to the entity level, so you might have users that should only see a subset of your company based on, maybe, a division or business unit or region, or down to certain countries is another example. So a good entity management platform provides you with that level of granularity to make sure that people can only see and do what you want them to do with the information that you're managing.
John: So we're going to talk a little bit now about CSC entity management services specifically, and what that really means and what we provide. But before we do that, I just want to throw out a little promotion of ourself so that you know what we really have to offer, and we're very proud of this slide because we've been the winner of the best entity management system for five years running by readers of the New York Law Journal, and like I said, we're proud of that because these are typically customers who are voting for us who have this system.
So now let me jump into exactly why we've been rated as the best entity management system, and what you'll see in front of you is really a slide about our registered agent services. And the reason I bring this up is because, well, for one CSC provides registration services, but in the context that we're using it today, the power of CSC's entity management application really comes from the combination of using CSC for both registered agent services as well as entity management. Now our registered agent has all the traditional things that a registered agent would do surrounding service of process, management and things of that nature, but in the context that I'll be talking about it in here, it's held from a systematical standpoint. It works with entity management.
So really, the reason that registered agent and entity coming together is the power of what we have to provide is because it's all about integration, and it's all about the ability to automatically integrate data and documents, right from within these different platforms. So, for instance, any time . . . When CSC serves as the registered agent for your company, all the data on your entities moves directly into entity management without the need to manually populate anything. It all just flows directly in. It's all tied together. Additionally, when CSC conducts corporate transactions on your behalf, those transactions will also flow directly into entity management so if there's annual reports or qualifications or good standings, or whatever the case may be, all that stuff's going to flow directly into entity management. So when we talk about what CSC has to offer within entity management, that's just such a key point because the power is really both of them coming together
You know, it's also worth bringing up as a key point to this that, from a competitive standpoint, you'll notice there's a lot of other entity management systems out there that are standalone and come without that registered agent service. So again, when I talk about that power, it's removing that need to manually input, and it really ensures data integrity by having everything kind of pulled right in there for you.
So the second thing I really want to highlight here is the compliance calendar specifically, and the CSC compliance calendar is going to display important filing and renewal dates, and really ensure that you never miss a deadline. So the calendar's going to be automatically populated with upcoming state requirements, so figure, like, annual reports or doing-business-as name renewals or trade name renewals and things of that nature. This is all automatically calendared for you to ensure that you don't miss a date.
Additionally, within that calendar, you're able to e-file directly with the jurisdiction, so CSC has both outsource services or you have the ability to do this yourself, right through the platform. And another, I think, key to highlight here is the ability to create custom calendar events. I mean, that's such a huge benefit. So while we're going to automatically calendar the state requirements that you have, you may want to capture things like different board events, business licensing events, international compliance events, or any other dates that you can possibly think of that require tracking. That can all be captured within the calendar.
And then the last thing to highlight regarding the calendar is that email alerts can really be sent to whomever you designate at any time for those renewal dates. So for instance, if you want a board member to receive an alert or something like that, you can put that on the calendar and have those alerts sent to those people.
David: And one of the really nice aspects of the alerts out of the platform is that they are tailored to the needs of that individual so there could be one person that would want notices for essentially every compliance event in the system, and report notices, license expiration, board notices, taxation events, whereas another individual may prefer a more narrow set of alerts, maybe they're only responsibly for tax filings and don't want to be overburdened with notices for every event in the system. So that's one of the really key aspects of the way that you're able to enroll for those notifications.
John: So I want to jump into dynamic status updates as well because this is another huge value. So CSC provides a corporate tracker pool that's really going to monitor the Secretary of State records and automatically send you email alerts, notifying you of changes in your entity's name, structures, good standing statuses, and you can also view all of your entity's current jurisdictional statuses on really a single page, quick view. But CSC is linked with all of the different states so this information really is dynamically, kind of, populated and we're always connected and linked in with those states, so you'll get that as part of the value of the service within our system.
And then the last thing to highlight on registered agents specifically is that we're going to provide you with a forms library that includes jurisdictional filing forms, links to state and federal databases, procedural summaries for different filings, the ability to place good standing orders and so on, down the line. So this is really kind of a summary of the registered agent service which is all tied into the same system and platform as entity management, so I'm going to kick it back over to David to talk about CSC entity management specifically and the features that we provide there.
David: Wonderful, and so as John just stated, our entity management platform is built directly on top of the core data that flows into our platform by virtue of acting as a registered agent for an organization. To be very specific, when we access a registered agent, some of the data that would flow in would be the names of these entities, their entity types, the different jurisdictions where they're registered, dates of formation qualification, jurisdiction IDs which, in most cases, are Secretary of State-identifiers; that information, again, dynamically flows into the CSC platform. The entity management solution represents an opportunity to really start building on top of that core information.
So as an example, this slide highlights and will speak to some of the key examples of the way that clients do build on top of that core information. So corporate data tracking, this could be basic things like plugging in an FEIN number, referencing a business purpose, an annual meeting date, a physical address, it could include historical notes. Within our platform, clients are also able to create an unlimited number of their own custom fields, so for some verticals maybe they're tracking fund identifiers or a REIT group that an entity falls within. For other folks it could be a division or business unit, other, sort of, categories of entities that they're tracking and managing in the platform. There's no restriction whatsoever in terms of the number of unique fields that our clients are able to create to track information that could be quite unique to the organization.
John: Yeah, and I think it's worth following up with that, too, David, that this is, essentially, our international customers tracking whatever they may need to track as well with all those custom fields.
David: Sure, with, like, a VAT number, international council, whatever vitals you need to track in the platform, it's set up to provide you with that flexibility. Now, pretty much any organization that subscribes to the entity management solution takes advantage of tracking officer and director information. Now, when I describe that component of the platform I'm somewhat guilty of using the phrase "officer and director" when, in fairness, it's a more inclusive component because organizations can also track things like members, managers, partners, committee members, powers of attorney, authorized signers. It's really any management capacity that they want to be able to associate with their company.
The system has the ability to display the information not only one company at a time, so you can effectively wrap your arms around the active, or a historical site of directors and officers for a company, but the platform also allows you to view the information by individuals, so I could essentially do a look-up and say, "I need to know all the places where Jane Doe is an officer within our organization," and the platform provides that type of across-the-board visibility as well.
Document assembly is a component that we developed in 2015, within the entity management solution. And we do upgrades, really on a quarterly basis; most often, every three months or so new capabilities are made available. Specifically, document assembly is the feature that allows clients to download information from our entity platform in such a way that they're able to merge it into templates that they are able to control. The most popular examples of this feature would be if you have officer appointments, re-elections, replacements or resignations, which often are events that occur across numerous entities, you're able to use the document assembly feature to essentially generate documents in a really efficient fashion across what could be dozens or essentially hundreds of entities, really, in a single step.
John: Yeah, so, and, I mean, just really to kind of add on to that again, David, I mean, this process really creates efficiency because what I'd imagine most people are doing today is that you probably have a template and you plugged your information in there for each one of your entities. Well, now, if you have 100 entities and you're doing an appointment of officers, you can really do an appointment of officers across those 100 entities in, really, a matter of a couple minutes, right, without having to plug different information into each of those templates.
Additionally, when we talk about doc assembly, and David had mentioned this is one of our new features, I think one of the biggest things that CSC does is the development that we do here is in direct response to client feedback, and that's why we're proud when we add features like this because it's something that has been requested from our customers and we were able to put that out to market, and a lot of people are getting some good use out of that now.
David: Absolutely. Another one of the core components in terms of data that clients track within the platform is ownership and capital information, which can be basic information. For example, company A is the 100% owner of company B. Company B is the 100% owner of company C, but it can be much more complicated than that with split percentages. You're also going to track capital types and amounts and reflect that as a part of the ownership records for your company. So there are a lot of capabilities there, and I actually, it's sort of foreshadowing one of the things that I'll talk to in a moment, the ownership really feeds the org chart capabilities that I'll speak to in just a moment.
But the next item on the slide talks about the DBA name management that's a part of the platform as well. And so I think, probably, most folks on the call are familiar with the concept of doing-business-as names, or what are in some cases referred to as assumed names. When you register or qualify an entity in a new jurisdiction, in some cases you may be unable to use the true name of the company, which is often considered a forced DBA. In other cases, you may, for your own marketing reasons, elect to use a name other than the true name of the entity when you register it in a new state. Those are often referred to as elective doing-business-as names.
The elective DBAs quite often face renewal. There are some jurisdictions that don't require renewal but many still do. In some cases it could be five years or ten years, and it can be pretty difficult to try and stay on top of that. Thankfully, this is another part of the application where there's automation. In fact, the platform will automatically calculate and calendar when you have any elective DBAs that are facing renewal and need to be refiled, and that's something that you can not only view in the platform but, as John talked about before, you can get alerts via email in advance of when those filings are scheduled to occur.
The next item that we'll talk about is graphical org charts, which is really a direct output of the ownership record [audio cuts 00:21:05] that you're able to establish in the platform, so when you define those basic ownership connections between your companies, the system is able to automatically translate that data into a visual picture.
Organizations can run charts that are comprehensive in nature that show all of their structure in one view, they can run charts that lead to a single company, and even create what are referred to as snapshot org charts where you can define, really, a segment of your structure: "I just want to look at my . . . " and then fill in the blank. My Delaware LLCs, let's just run a chart that focuses on entities in fund number one, or business group number two, or, "I just want to look at entities in a particular part of the world by region or by country." There is tremendous flexibility in terms of the different types of charts the system can generate for you.
Reporting is something that we've talked about a few times, kind of, along the way in our presentation that, again, that opportunity to effectively hit a button or two and have the system compile information on your behalf, and that could be, "I need a list of registrations, upcoming filings, a consolidated report of directors and officers from my companies," or an incredibly popular report that we offer is what we call the comprehensive company report which, in many cases, people refer to as a data sheet that would really bring together all of the information you're tracking for your companies, from the basic vitals to name history to registration, DBAs, owners, directors/officers, custom fields, notes. It literally takes all of the information you're tracking for a company and compiles it in a very nicely formatted report that you can share across the organization.
John: So to close this slide out, really, the primary features of entity management, we have minute-book and document storage which is our last, but certainly not our least, feature here. So I don't want to get too deep into this because we're actually going to see a live demo of this from David in a few minutes here, but I do want to provide some of the highlights of minute-book and document storage within CSC entity management. For one, it's important to know that you have unlimited storage in perpetuity when you use CSC entity management, so for the life of the contract with CSC you'll be able to store all of those documents that you'd like to. Additionally, we support more than 200 document formats so just about anything you can think of is going to be supported within the system.
There's folders, when you think about creating your folders, there's . . . you can create both entity-specific folders that apply to only a specific entity, or you can create portfolio-wide folders that may apply to any or all of your entities within the portfolio. A minute-book folder template and custom folders and sub-folders, just to kind of hit on those. So we have some minute-book folder templates whereas, maybe, like a corporation will have a standard set of folders, an LLC will have a set of folders, or maybe some other form of standard folders can be created which is where it kind of leads us into the custom folders and sub-folders where you can really create any minute-book that you like and put any folders within that.
And, again, we had mentioned development and direct response to client feedback. We're, again, proud of this because this is something we implemented in early 2015 and now we have the ability, our customers have the ability, to create any custom minute-book folder that they'd like with any sub-folders within it.
Additionally, when we talk about searching, you have the ability to quickly locate any document, so CSC provides full-text searching so that you can get very granular with this. You can really get right to the exact words, so if you want to search for any document that has the officer by the name of Joe Smith in it, you can quickly do a search and that's going to pull any documents with Joe Smith listed.
And then lastly is role-based permissioning, so security is obviously always a hot topic and very important to everyone. Well, our minute-book and document storage really provides that role-based permissioning so only the people that should see the minute-books or the documents are able to see the minute-books.
So with that, I'm going to hand it back over to Anu. We have a little poll for you, and then we're going to get [audio cut 00:25:11]
Anu: Thank you. So that is all the time we have today. If we didn't get to your question, we will contact you with a response after the webinar. Thank you to everyone who joined us today. We hope to see you next time.