Corporate Clerk / Paralegal

Banyan Software•Toronto, ON

1d•CA$100,000 - CA$110,000•Hybrid

About The Position

Banyan Software is seeking a highly organized and detail-oriented Corporate Clerk / Paralegal to join Banyan’s Legal team. This role is essential to maintaining the corporate governance infrastructure across Banyan and its growing portfolio of software companies. The successful candidate will own corporate records, entity administration, minute books, M&A transaction support, equity administration, and compliance obligations across multiple global jurisdictions. This is a high-trust, high-autonomy role for someone who runs the function not just supports it and who uses AI to build scalable processes, not just complete tasks.

Requirements

3-5 years of experience as a corporate clerk, paralegal, or in a corporate governance/legal support role, ideally within a multi-entity environment (private equity, venture capital, or holding company experience preferred).
Strong knowledge of corporate governance practices, minute book management, and entity lifecycle administration across global jurisdictions, with particular depth in North American corporate law.
Experience with Computershare or Carta (or comparable equity administration platforms) strongly preferred.
A genuine builder’s mindset toward AI — you use Claude and ChatGPT daily, not occasionally, and you think constantly about how to use them to create better processes, not just faster outputs. You seek out new ways to apply AI before being asked.
Exceptional organizational and project management skills, with the ability to manage multiple deadlines, entities, and advisors simultaneously.
Excellent written and verbal communication skills for coordinating with internal teams, portfolio company leadership, and external stakeholders.
High attention to detail and a zero-error mentality when it comes to filings, resolutions, and governance documentation.
Self-directed operator who can own the corporate governance function end-to-end with minimal supervision — setting priorities, driving deadlines, managing advisors, and running this workstream as the internal expert.

Nice To Haves

Paralegal certificate or diploma preferred; Law Clerk designation (Ontario ILCO or equivalent) is an asset.

Responsibilities

Own the design and continuous improvement of Banyan’s legal operations playbooks, compliance calendars, and tracking systems.
Use AI tools — including Claude and ChatGPT — as core daily instruments to draft documents, build compliance trackers, summarize diligence materials, generate first-pass resolutions, and automate repetitive workflows.
Partner with legal leadership to identify where manual effort persists and propose technology or workflow solutions.
Maintain and organize all corporate records, minute books, registers, and governing documents for Banyan and its portfolio companies.
Prepare, circulate, and file board and shareholder resolutions, meeting minutes, written consents, and annual organizational documents.
Coordinate board and shareholder meeting logistics for Banyan’s portfolio companies and maintain proper documentation of all governance actions.
Support the formation, registration, qualification, and dissolution of legal entities across global jurisdictions.
Coordinate tax ID applications, registered agent appointments, and ongoing entity maintenance.
Coordinate and prepare joinder documentation when new entities join existing credit facilities, working with external counsel and lenders.
Coordinate lender consent requests, amendment and waiver processes, and related administrative correspondence.
Administer equity records and share register updates in Computershare, including share issuances, transfers, cancellations, and cap table maintenance.
Manage equity plan administration and grant processing in Carta, including coordinating equity grant forms, vesting schedules, and participant communications.
Prepare and organize share certificates, stock powers, and related shareholder documentation for Banyan and its portfolio companies.
Coordinate with Finance and external advisors on KYC/AML documentation, beneficial ownership filings, and banking compliance requirements.
Monitor and ensure compliance with corporate filing obligations across global jurisdictions, including annual reports, business licences, and foreign qualification requirements.
Track regulatory deadlines and proactively flag upcoming obligations.
Prepare and file state/provincial annual reports, amendments, and other statutory filings.
Track and respond to correspondence from regulatory authorities.
Serve as the primary point of contact for registered agents, accountants, and other service providers on entity-level matters.
Assist with post-acquisition corporate governance integration, including entity restructuring, name changes, officer/director updates, and alignment with Banyan’s governance standards.
Prepare and assemble closing document packages and ancillary closing deliverables in support of transactions.
Support day-to-day commercial contracting needs, including drafting and reviewing straightforward agreements.
Prepare routine legal correspondence, and assist with notarization and execution logistics.
Manage corporate insurance programs across Banyan and its portfolio companies, including coordinating policy renewals, liaising with brokers, processing certificates of insurance, and ensuring portfolio companies maintain required coverage.
Maintain an intellectual property database across portfolio companies, coordinating with external counsel on trademark, patent, and other IP registrations, renewals, and filings.
Triage incoming legal requests and correspondence, route matters to the appropriate internal team member or external counsel.