Legal Corporate Affairs Consultant

Legal Corporate Affairs Consultant will support the Legal function in corporate secretarial, entity management, statutory compliance, and legal matters across the Group’s GCC, Middle East, Africa, and offshore entities.

The role will coordinate corporate filings, licensing, regulatory requirements, and entity compliance with internal teams, authorities, registered agents, and external counsel. It will also support the Group’s entity consolidation and rationalization initiatives, including liquidation and strike-off of redundant entities.

Additionally, the role will assist with commercial contracts, corporate documents, and day-to-day legal advice under the guidance of Legal leadership.

Responsibilities:

Board, Shareholder & Corporate Approvals

• Draft, coordinate, circulate and maintain Board resolutions, written resolutions, meeting minutes and related corporate approvals.
• Draft and coordinate shareholder resolutions, general assembly resolutions and minutes.
• Assess the appropriate corporate approval level for each action, including whether approval is required at shareholder, Board, manager or other authorized level.
• Review applicable corporate laws, constitutional documents and delegations of authority to confirm approval requirements, voting thresholds, quorum, execution formalities and filing requirements.
• Coordinate signatures, notarization, legalization, attestation and regulatory filings where required.
• Maintain complete registers of Board and shareholder resolutions and minutes.
• Prepare and format corporate documents in both Arabic and English, and coordinate certified legal translations where required for notarization, attestation, legalization and authority filings.

Annual Corporate & Financial Statement Approvals

• Maintain and manage the annual legal entity compliance calendar for all Group entities.
• Coordinate annual shareholder meetings and general assemblies in accordance with applicable local laws.
• Prepare resolutions approving annual audited financial statements and related corporate approvals.
• Prepare resolutions for the appointment, reappointment, replacement and remuneration of external auditors.
• Coordinate with Finance, Tax and external auditors to ensure annual corporate approvals and filings are completed within statutory deadlines.
• Prepare resolutions for the distribution of dividends and profits, transfers to statutory and legal reserves, where required under applicable local law.
• Track annual returns, statutory declarations and other recurring corporate filings applicable to each entity.

Directors, Managers, Officers & Authorised Signatories

• Prepare and coordinate resolutions relating to the appointment, resignation, removal or replacement of directors, managers and officers.
• Manage changes to authorized signatories, signing authorities and powers of representation.
• Maintain accurate records of directors, managers, officers and authorized signatories for each entity.
• Coordinate registrations and filings of changes with the relevant authorities, registries and licensing bodies.

Banking Resolutions & Powers of Attorney

• Prepare Board and/or shareholder resolutions for opening and closing bank accounts.
• Prepare resolutions for appointment, replacement and amendment of bank signatories and banking mandates.
• Coordinate resolutions relating to banking facilities, financing authorities and treasury arrangements where corporate approval is required.
• Draft and maintain powers of attorney, delegations and corporate authorizations.
• Monitor the validity, scope and expiry of powers of attorney and delegations.
• Coordinate corporate documents required by banks for KYC, account maintenance and changes in corporate authorities.

Corporate Changes & Entity Management

• Manage corporate actions including changes of directors/managers, registered office, corporate address, company name and licensed activities.
• Coordinate amendments to constitutional documents, articles of association and other formation documents.
• Support share transfers, changes in ownership and shareholding structure, and capital increases or reductions.
• Coordinate establishment of subsidiaries, branches and other legal entities.
• Support mergers, restructurings, liquidation, deregistration and closure of entities where required.
• Coordinate corporate license renewals, amendments and other entity-level registrations.
• Ensure all approved corporate changes are reflected consistently across corporate records, licenses, registries and internal systems.
• Support the Group's entity consolidation programme, including the transfer of business, assets, contracts and employees from entities being wound down into the surviving entity in each jurisdiction, and coordinate the associated intra-group transfer, novation and assignment documentation.
• Coordinate solvent (members') voluntary liquidations, strike-offs and deregistrations end-to-end, including liquidator appointments, tax, labour/social-security and required clearances, and final de-registration, and maintain a per-entity closure tracker.

Statutory Registers, Records & Corporate Repository

• Maintain complete and up-to-date statutory and corporate records for each Group entity.
• Maintain registers of shareholders, directors, managers, authorized signatories and beneficial owners, as applicable.
• Maintain constitutional documents, commercial registrations, licenses, certificates, corporate approvals and statutory filings.
• Maintain a central, organized and audit-ready corporate repository for all Group entities.
• Ensure executed documents are properly recorded, retained and readily available for regulatory, audit, banking, tender and transaction requirements.
• Prepare and coordinate economic substance notifications and returns, and beneficial ownership filings (including UBO registers and BVI beneficial ownership filings) for onshore and offshore entities, and liaise with offshore registered agents to keep statutory records current.

Multi-Jurisdiction Corporate Law & Compliance

• Maintain an understanding of the corporate law and legal and statutory requirements applicable to each jurisdiction in which the Group operates.
• Develop and maintain a jurisdictional corporate compliance matrix covering annual approvals, meetings, auditor requirements, statutory filings, corporate changes and other recurring obligations.
• Monitor changes in applicable corporate legislation and legal and statutory requirements and escalate material changes to Legal leadership.
• Coordinate with local Legal teams and external counsel to validate jurisdiction-specific requirements where necessary.
• Ensure consistent Group legal standards are applied while accommodating mandatory local-law requirements.
• Identify corporate compliance gaps, overdue actions or legal or compliance risks and support timely remediation.

Stakeholder & External Counsel Coordination

• Work closely with Legal, Finance, Tax, Treasury, HR, Procurement and senior management on corporate matters.
• Coordinate with external counsel, corporate service providers, PROs and government-liaison facilitators, auditors, banks, notaries, regulators and government authorities.
• Provide corporate documentation required for audits, tenders, banking KYC, regulatory reviews and transactions.
• Manage routine corporate secretarial instructions to external counsel and help reduce unnecessary external legal spend by developing internal legal secretarial capability.

Contract Review, Drafting & Internal Legal Advisory

• Review, draft and negotiate a range of commercial and corporate agreements, including NDAs, service and vendor agreements, intra-group agreements, MoUs, engagement letters and powers of attorney, in line with Group templates, policies and delegations of authority.
• Advise internal teams (including Sales, Procurement, Finance, HR, Operations and Group subsidiaries) on contractual terms, risk allocation, approval requirements and execution formalities, escalating material or non-standard issues to Legal leadership.
• Provide practical, timely legal guidance to business units and Group entities on day-to-day corporate, commercial and compliance queries.
• Support the development and maintenance of standard contract templates, playbooks and clause libraries in Arabic and English.
• Coordinate contract execution formalities (signing authority, POA verification, notarization and attestation) and ensure executed contracts are recorded in the contract repository.
• Support the Legal function on transactions, tenders and projects requiring combined contractual and corporate secretarial input.

Our Culture & Code of Conduct:

At ZainTECH, we take pride in a culture built on collaboration, innovation, and uncompromising integrity. We are looking for individuals who share these values and are committed to customer-centricity and ethical excellence. All employees are expected to uphold our Code of Conduct, which serves as a guiding framework for responsible behavior across everything we do — from how we work with each other to how we engage with clients and partners globally.