Corporate Clerk / Paralegal

Job Profile:

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.

Location: Toronto

Hybrid (3 days On-Site)

(This posting is to backfill existing vacancy)

Responsibilities

Legal Operations & AI-Assisted Workflows

• Approach every recurring task as a process design opportunity. If you do something more than once, your instinct should be to build a template, checklist, or automated workflow around it — not to repeat it manually. 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. Draft documents, build compliance trackers, summarize diligence materials, generate first-pass resolutions, and automate repetitive workflows using AI. Be the person on the team who pushes the boundaries of what AI-assisted legal work looks like in practice.
• Partner with legal leadership to identify where manual effort persists and propose technology or workflow solutions. Contribute to the design of Banyan’s legal tech stack as the portfolio continues to grow.

Corporate Records, Entity Management and Credit Agreement Administration

• 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 (including newly acquired portfolio companies) join existing credit facilities, working with external counsel and lenders to ensure all conditions to joinder are satisfied and executed documents are properly filed and tracked.
• Coordinate lender consent requests, amendment and waiver processes, and related administrative correspondence. Prepare summary materials and organize execution packages for lender review and sign-off.

Equity & Shareholder Administration

• 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.

Cross-Jurisdictional Compliance

• 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, including CRA surveys, IRS notices, and state/provincial information requests.
• Serve as the primary point of contact for registered agents, accountants, and other service providers on entity-level matters. Coordinate information requests, manage timelines, and ensure deliverables are completed on schedule.

M&A Transaction Support

• 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 (secretary’s certificates, FIRPTA certifications, stock powers, IP assignments, officer/director resignations, payment direction letters, and similar documents) in support of transactions.

Supporting Legal Operations

•    Support day-to-day commercial contracting needs, including drafting and reviewing straightforward agreements (NDAs, vendor contracts, service agreements, and similar documents), preparing routine legal correspondence, and assisting 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 acquisition.
•    Maintain an intellectual property database across portfolio companies, coordinating with external counsel on trademark, patent, and other IP registrations, renewals, and filings to ensure no deadlines are missed.
•    Triage incoming legal requests and correspondence, route matters to the appropriate internal team member or external counsel.

Qualifications

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

The expected base salary for this position is: [CAD $70,000 - $100,000] excluding annual bonus and equity (when applicable). Salary is based on a number of factors including market conditions, location and may vary depending on job-related skills and experience.