Corporate Clerk / Paralegal

Banyan Software is the best permanent home for software businesses that serve specialized industries, their employees, and their customers. We are on a mission to acquire, build, and grow great companies worldwide, helping them modernize through shared AI expertise and operational discipline. The Banyan Software Foundation, endowed with $100 million in Banyan stock, leverages technology to build a greener and more equitable world. Banyan is Great Place to Work Certified, a five-time Inc. 5000 honoree, and a top 10 company on the Deloitte Technology Fast 500. Founded in 2016 and headquartered in Atlanta, Banyan operates more than 100 portfolio companies across North America, the UK, EU, and APAC. 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 documen