Governance is not admin. It’s what keeps everything else defensible.
A structure that looked right on the day it was signed can quietly stop being defensible within a few years. Our governance retainer keeps calendars, decisions and evidence current, for South African, offshore and integrated structures alike.
Structures do not fail at signature. They drift.
Nobody signs a bad structure. What happens afterwards is the problem, and it happens in four recognisable ways.
Documentarily, structurally, through advisor turnover, and as regulation moves on. We check for all four before we tell you whether yours still holds.
What the retainer includes.
Governance is a badly chosen word for this; it sounds like committee work. What it produces is a maintained record, and these are the six things in it.
An obligations calendar, minutes and resolutions kept contemporaneously, a maintained evidence pack, an annual review with a written output, verification-cycle support, and the forum that brings your advisors into one conversation.
What each of these actually looks like for your structure is part of the first conversation, not a page.
Why it matters under scrutiny.
A structure is defensible when a well-informed outsider (a revenue authority, a verification agency, a buyer’s diligence team, a bank’s compliance function, or a family member’s lawyer after you are gone) can be shown, from records that already exist, that the structure did what it says it does.
Note what that requires. Not that the structure was well designed. Not that the advice was good. That the evidence exists, contemporaneously, and can be produced.
Design is a project, with a budget and an end date. Evidence is a habit.
That is the whole argument for a retainer. Most engagements are scoped as the first thing, and the second thing is what gets asked for.
Described generally rather than as advice on any particular regime: the specific evidence a revenue authority or verification agency will expect depends on the structure, the jurisdictions and the year, which is exactly why it belongs on a calendar someone owns.
The forum, not just the paperwork.
The least technical part of governance, and frequently the highest-value: one meeting where your lawyer, your accountant, your auditor and your fiduciary provider are in the same conversation, working from the same version of the structure.
Each of those people is competent. Left in separate conversations, each optimises their own piece (correctly, within their brief), and nobody owns the interactions between them. In an integrated structure that is where the failures live.
It is usually the first time some of them have spoken to each other. Convening it is not seniority over them; it is simply a job nobody else has been given.
A short, uncomfortable test.
Five questions, run through in the first conversation. Most founders can’t answer all five without making a phone call, which is itself the answer.
Governance applies to both routes, and to structures we did not build.
If you already have structures and want someone to read all of them, that is a different conversation from a new-structure diagnostic, and the right place to start.
General information about structuring and governance, written for founders. It is not legal, tax or financial advice, and it does not take your circumstances into account.