Corporation (Sociedad Anónima or SA)

File bylaws for registration with the Public Registry. An "urgent" registration process may be followed to obtain the company's registration and its tax ID within 5 to 10 business days, in case no observations are made by the Public Registry in the City of Buenos Aires.

Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

File bylaws for registration with the Public Registry. An "urgent" registration process may be followed to obtain the company's registration and its tax ID within 5 to 10 business days, in case no observations are made by the Public Registry in the City of Buenos Aires.

Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

File bylaws for registration with the Public Registry. There is an established form of bylaws and public notice that, if used, shall enable the registration of the SAS within 20 business days through digital means in the City of Buenos Aires.

Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

File bylaws for registration with the Public Registry. An "urgent" registration process may be followed to obtain the company's registration, its tax ID and corporate books within 5 to 10 business days, in case no observations are made by the Public Registry in the City of Buenos Aires.

Branch

A foreign company's registration with ASIC has the effect of establishing a branch office. The foreign company wishing to apply for registration should reserve the company's name to ensure that it is available in Australia and must lodge with ASIC an application form, together with a certified – and translated, if not in English – copy of the company's certificate of registration and constituent documents. Once the application is lodged, processing may take up to 28 days.

Proprietary company

An application for registration as an Australian company is required to be lodged with ASIC with the prescribed fee. Upon incorporation, ASIC will issue to the company a certificate of incorporation and an Australian company number (ACN). Taxation registrations are separate from the incorporation process.

Public company

An application for registration as an Australian company is required to be lodged with ASIC with the prescribed fee. Upon incorporation, ASIC will issue to the company a certificate of incorporation and an ACN. Taxation registrations are separate from the incorporation process.

Stock corporation (AG)

Filing an application with the local court (companies registry) for registration, together with articles of association in the form of a notarial deed, notarized resolutions on the appointment of the management board and the supervisory board, and a written confirmation by the founders ( ie, the future shareholder), the members of the management board and the supervisory board that the AG has been properly set up, as well as a confirmation by a local bank that the stated capital has been paid.

Limited liability company (GmbH)

Filing an application with the local court (companies registry) for registration, together with the articles of association in the form of a notarial deed, notarized resolutions on the appointment of the managing directors, and a confirmation by a local bank that the stated capital has been paid.

With Limited Liability (WLL)

• All the cash and in-kind contributions have to be distributed amongst the shareholders and paid in full and the in-kind contributions have to be delivered to the company.

• Submit a shareholder resolution along with a draft deed of association to the MOIC and Central Bank of Bahrain (CBB) (if the company exercises CBB regulated activities).

Closed Shareholding Company (BSC(c))

• Submit a shareholder resolution along with a draft memorandum of association and articles of association to the MOIC and CBB (if the company exercises CBB regulated activities).

• A minimum of 50 percent of the capital must be paid initially at the time of incorporation; the remaining to be paid within 3 years.

Foreign Branch (Branch)

A resolution must be obtained from the parent company to establish a branch office in Bahrain and must be submitted to the MOIC and CBB (if the company exercises CBB regulated activities).

Public limited company (société anonyme/naamloze vennootschap)

The public limited company will be incorporated at the occasion of an incorporation meeting. The meeting must be held in the presence of a notary public. The incorporation deed will be passed during this incorporation meeting and will not only incorporate the public limited company, but will also contain the public limited company's articles of association.

Bank certificate in case the public limited company is incorporated by means of a contribution in cash. Prior to the incorporation of the public limited company, the notary public passing the deed of incorporation must be provided with a financial plan (see below), prepared and signed by the incorporator(s). In this financial plan, the incorporators justify the amount of the capital for a first period of at least 2 years.

The articles of association must, among others, contain the following information: name, region of registered office, corporate object, capital, shares, identity of the directors and the rules of representation of the public limited company, date of the annual shareholders' meeting and the financial year. In case the public limited company's registered office is located in the Brussels region, the choice exists between French and/or Dutch as language of the articles of association, but when the registered office is located in the Flemish or the Walloon region, the official language of the articles of association will, mandatorily, be respectively Dutch and French.

The incorporating shareholder(s) must be present or represented at the incorporation meeting which must be held in the presence of a notary public. The proxies do not need to be legalized (a private proxy is sufficient). The incorporation deed may also be signed electronically in a video conference with the notary public.

The new public limited company must be registered with the Crossroads Bank for Enterprises.

Public limited companies subject to the Belgian income tax regime must be affiliated with a Belgian social insurance fund. This formality should be complied with within a period of 3 months as of the incorporation of the public limited company.

Within 1 month of the incorporation, the public limited company must be registered in the Ultimate Beneficial Owner (UBO) register.

The incorporation deed must be filed with the clerk's office of the competent enterprise court for publication in the Annexes to the Belgian State Gazette.

Immediately after the incorporating meeting and included in the same notarial deed, a general shareholders' meeting will be held, which will appoint the director(s) (at least 3 directors, or 2 directors if less than 3 shareholders, should be appointed; sole director if foreseen in the articles of association) or, in the event a dualistic board structure is chosen, the board of supervision and, if applicable, the statutory auditor.

Following the appointment of the director(s) at the occasion of the general shareholders' meeting, a meeting of the board of directors can immediately be held as well, during which a managing director (or general manager) in charge of the daily management can be appointed or, in the event a dualistic board structure is chosen, the executive board. In case the directors cannot attend the meeting, they may be represented by way of proxy if not prohibited by the articles of association.

Limited company (société à responsabilité limitée/besloten vennootschap)

The limited company will be incorporated at the occasion of an incorporation meeting. The meeting must be held in the presence of a notary public the incorporation deed, which will be passed during this incorporation meeting and will not only incorporate the limited company, but will also contain the limited company's articles of association.

Bank certificate in case the limited company is incorporated by means of a contribution in cash. However, such contribution is not required anymore and is voluntary.

Prior to the incorporation of the limited company, the notary public passing the deed of incorporation must be provided with a financial plan, prepared and signed by the incorporator(s). In this financial plan, the incorporator(s) justify the amount of the net equity for a first period of at least 2 years.

The financial plan must contain at least the following elements:

• A detailed description of the planned activities
• An overview of all sources of financing upon incorporation, where applicable, with an indication of the securities provided in this context
• An opening balance sheet as well as pro forma balance sheet after 12 and 24 months
• A pro forma profit and loss statement after 12 and 24 months
• A budget of the expected income and expenditure for a period of at least 2 years after its incorporation
• A description of the assumptions used to estimate the expected turnover and the expected profitability and
• If applicable, the name of the external expert who assisted in drawing up the financial plan.

The articles of association must, among others, contain the following information:

• Name
• Region of registered office
• Corporate object
• Net equity
• Shares
• Identity of the directors and the rules of representation of the limited company
• Date of the annual shareholders' meeting
• The financial year

In case the limited company's registered office is located in the Brussels region, the choice exists between French and/or Dutch as language of the articles of association, but, when the registered office is located in the Flemish or the Walloon region, the official language of the articles of association will, mandatorily, be Dutch and French, respectively.

The incorporating shareholder(s) must be present or represented at the incorporation meeting which must be held in the presence of a notary public. The proxies do not need to be legalized (a private proxy is sufficient). The incorporation deed may also be signed electronically in a video conference with the notary public.

The new limited company must be registered with the Crossroads Bank for Enterprises for publication in the Annexes to the Belgian State Gazette.

Limited companies subject to the Belgian income tax regime must be affiliated with a Belgian social insurance fund. This formality should be complied with within a period of 3 months as of the incorporation of the limited company.

Within 1 month of the incorporation, the limited company must be registered in the Ultimate Beneficial Owner (UBO) register.

Incorporation deed must be filed with the clerk's office of the competent Enterprise Court.

Immediately after the incorporating meeting and included in the same notarial deed, a general shareholders' meeting will be held, which will appoint the director(s) – if there are several directors, they form a (non-collegial) board – and, if applicable, the statutory auditor.

Belgian branch office of a foreign company

If the competent corporate body of the foreign company decides to open a Belgian branch office, such resolution should contain certain specific decisions, such as the address and description of the activities of the Belgian branch office and the appointment of a legal representative. The signature of the authorized officer(s) of the foreign company should be legalized and certified by a public notary (or the equivalent foreign authority), whose signature in turn should be legalized by way of an apostille, which is a procedure provided for by The Hague Convention.

If the resolution has not been drafted in the official language of the region where the Belgian branch office will be located (ie, Dutch in the Flemish Region, French in the Walloon Region and Dutch or French in the Brussels Capital Region), then the resolution must be translated by a Belgian sworn translator. The original resolution and, as the case may be, its sworn translation, together with certain other documents related to the foreign company, then must be filed with the clerk's office of the competent enterprise court, which will arrange for its subsequent publication in the Annexes to the Belgian State Gazette. In addition, the last annual accounts, which have been approved by the shareholders of the foreign company, and, as the case may be, the consolidated annual accounts, must be filed with the National Bank of Belgium. Finally, the Belgian branch office must be registered with the Crossroads Bank for Enterprises and the VAT administration.

Limited liability company (Sociedade Limitada)

The incorporation process of a Sociedade Limitada begins with the execution of the articles of association by its quotaholder(s) (or its/their representatives, as the case may be) and the subsequent filing of this document with the respective state commercial registry.

Corporation (Sociedade Anônima)

Filing of the minutes of the shareholders' meeting which approved the incorporation of the corporation and its bylaws with the respective state commercial registry. At least 10 percent of the initial capital shall be paid in at the moment of incorporation.

Corporate subsidiary (Corporation form rather than flow-through form) 

Companies that are incorporated federally must file Articles of Incorporation with Innovation, Science and Economic Development Canada (Corporations Canada). Companies that are incorporated under a Canadian province or territory must file Articles of Incorporation ‎(or equivalent documents) with the applicable provincial or territorial government authority.

Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

SRLs shall be incorporated by public deed, which contains the bylaws. An abstract of the incorporation public deed must be registered in the Registry of Commerce of the company’s domicile and published in the Official Gazette within 60 days from the date of the public deed.

Corporation (Sociedad Anónima or S.A.)

Corporations shall be incorporated by public deed, which contains the bylaws. An abstract of the incorporation public deed must be registered with the Registry of Commerce of the company’s domicile and published in the Official Gazette within 60 days from the date of the public deed.

Simplified Corporation (Sociedades por Acciones or SpA)

SpAs may be incorporated by public deed or private instrument duly authorized by a public notary in Chile. Its bylaws are contained in the incorporation public deed or private instrument. An abstract of the incorporation public deed or private instrument must be registered in the Registry of Commerce of the company’s domicile and published in the Official Gazette within 60 days from the date of the public deed.

Branch of a Foreign Legal Entity (Agencia)

Branches of foreign legal companies are established in Chile by an agent or representative of the parent. For this purpose, the agent shall notarize in its official language and translate into Spanish, if drafted in another language, the following documents:

(i) Documents that prove that the foreign company is legally constituted according to the law of the country of origin and a certificate of good standing of the company;

(ii) An authentic copy of the current bylaws of the foreign company; and

(iii) General power of attorney granted by the foreign corporation to the agent who will represent it.

Additionally, the agent shall make a statement with the mentions required by the Commerce Code or the Corporations Act, as applicable. The statement shall be made by public deed executed on the same date and before the same notary where the abovementioned documents were registered.

An abstract of the notarized documents and the public deed must be registered in the Commercial Registry correspondent to the branch’s domicile and published in the Official Gazette within 60 days from the date of notarization.

The incorporation of a foreign-invested LLC typically consists of the following steps:

1. File online application to register the name as well as for initial review by the AMR and information reporting to the MOFCOM through the AMR’s online system
2. File paper application for registration of the establishment of an LLC with the AMR and
3. File post-registration applications with various authorities such as tax, foreign exchange and customs.

For all entity types:

• Search for homonyms
• Drafting and approval of bylaws and articles of incorporation
• Formalization of documents with a Colombian Notary Public and
• Registration of the public deed with Registry of Commerce. As an exception, an entity can be incorporated through private documents when they satisfy the characteristics of a micro-enterprise under Colombian law.

Simplified stock company (Sociedad por Acciones Simplificada)

• Homonymy search
• Drafting and approval of bylaws and articles of incorporation and
• Registration of the private document before the Registry of Commerce

Limited liability company

Filing an application with a local court (registration court) for registration, together with the articles of association in the form of a notarial deed, which contains the appointment of the first managing directors, and a confirmation by a local bank that the stated capital has been paid. The online template of the articles of association published by the Ministry of Justice can be used. If the stated capital does not exceed CZK20,000, the confirmation by bank is not required. It is no longer necessary to obtain a trade license before the company is formed, therefore the trade license can be dealt with after registration in the Commercial Register. 

Joint stock company

Filing an application with a local court (companies registry) for registration, together with articles of association in the form of a notarial deed, which contains the appointment of the first members of the management board and the supervisory board, and a confirmation by a local bank that the stated capital has been paid. It is no longer necessary to obtain a trade license before the company is formed; therefore the trade license can be dealt with after registration in the Commercial Register.

Limited liability company (Kapitalselskab)

A Danish limited company may be incorporated by 1 or more founders.

Both natural and legal persons can act as founders of the company. The founder does not have to be a Danish citizen or an entity established in Denmark.

The founder needs to prepare at least 2 documents before applying for registration with the Danish Business Authority: The memorandum of association (stiftelsesdokument) and the articles of association (vedtægter).

Where the share capital of the limited company is to be paid in assets other than cash (apportindskud), a valuation report is also to be enclosed.

Once the memorandum of association has been signed, the application for registration of the company with the Danish Business Authority must be submitted within 2 weeks.

When the company has been registered in the Danish Business Authority's IT system, it will receive a registration number (CVR no.) and the registration is granted with effect from the date of signature of the memorandum of association.

As soon as possible after the formation of the company, the management must set up a (non-public) register of all shareholders who have subscribed for shares in the company (ejerbog).

If the company has a board of directors, the duties of the board of directors must be laid down in the rules of procedure (forretningsorden).

The new Danish limited company must generally appoint an auditor upon formation, but under certain conditions the company can deselect auditing.

If a company has several shareholders, it will often be relevant to enter into a shareholders' agreement in close connection to the formation of the company (ejeraftale).

A shareholders' agreement may, for example, contain provisions on voting rights, restrictions on the transfer of shares, the right to appoint members of the board, etc. While a shareholders' agreement does not bind the company – and therefore has no effect on the validity of the decisions made by the general meeting – the agreement is still valid among the shareholders, and a violation of the shareholders' agreement will often result in the party in breach incurring liability.

Corporate entities, branches and ROs require an approval from the GAFI or the Financial Regulatory Authority (FRA), in case of capital market activities, to establish them after submitting required documents. Moreover, they must be registered with the CRD.

Work and residence permits for foreign employees, managers or officers must be obtained prior to starting any work in Egypt.

Osakeyhtiö (Oy)

Signing of agreement of incorporation, payment of (possible) share capital and registration of agreement of incorporation with the Trade Register.

Société par actions simplifiée (SAS)

Must apply for registration with the Registry of Commerce and Companies (RCS) with filing of the bylaws. Process can take from 48 hours to 4 weeks (in the event the company's registered office is located in the east of France) following the filing of the required documents with the Registry of Commerce and Companies and depending on the reactivity of the Registry of Commerce and Companies where the document shall be filed. List of documents:

• A copy of the bylaws and list of subscribers
• A copy of the signed lease/sublease/domiciliation agreement
• A copy of the certificate of deposit of funds issued by the bank/notary
• A copy of the acceptance letter of the principal and substitute statutory auditors (if any)
• A copy of the valid passport of the president and of the statement of non-conviction
• In the event the president to be appointed is a legal entity, an original of less than 3 months of the up-to-date company extract issued by the competent Company Register and a copy of the valid passport of the legal representative of the legal entity to be appointed as president
• A copy of the valid passport of the general manager(s) and of the statement of non-conviction, if any
• A copy of the valid passport of the members of the board and of their statement of non-conviction, if any, and
• A copy of the beneficial owner declaration executed by the legal representative of the company. It is reminded that, pursuant to the provisions of Articles L. 561-2-2, L. 561-46 à L. 561-50, R. 561-1 à R. 561-3 and R. 561-55 à R. 561-63 of the French Monetary and Financial Code, any French company (having its registered office in a French department) must file a declaration with the clerk's office of the Commercial Court regarding its ultimate beneficial owner (otherwise the legal representative will be liable with a fine of EUR7,500 and imprisonment). In the event the beneficial owner changes, a new declaration must be filed within 30 days of this change.

For the beneficial owner to be disclosed, he or she must be an individual (not a legal entity) who:

• owns, directly or indirectly more than 25 percent of the share capital, or
• owns, directly or indirectly, more than 25 percent of the voting rights, or
• has a power of control over the management of the declaring entity or over the general meetings of its shareholders

In the event it is not possible to determine the identity of the beneficial owner (ie, at the level of the top company, no individual fulfills one of the above criteria), the legal representative(s) of the declaring entity will have to be declared as beneficial owner; in the event the legal representative of the declaring entity is a legal entity, it will be necessary to declare the identity of the individual acting as legal representative of this legal entity.

Société à responsabilité limitée (SARL)

Must apply for registration with the Registry of Commerce and Companies (RCS) with filing of the bylaws. Process can take from 48 hours to 4 weeks (in the event the company's registered office is located in the east of France) following the filing of the required documents with the Registry of Commerce and Companies and depending on the reactivity of the Registry of Commerce and Companies where the document shall be filed. List of documents:

• A copy of the bylaws
• A copy of the signed lease/sublease/domiciliation agreement
• A copy of the certificate of deposit of funds issued by the bank/notary
• A copy of the acceptance letter of the principal and substitute statutory auditors (if any)
• A copy of the valid passport of the gérant and of the statement of non-conviction and
• A copy of the beneficial owner declaration executed by the legal representative of the company: it is reminded that pursuant to the provisions of Articles L. 561-2-2, L. 561-46 à L. 561-50, R. 561-1 à R. 561-3 and R. 561-55 à R. 561-63 of the French Monetary and Financial Code, any French company (having its registered office in a French department) must file a declaration with the clerk's office of the Commercial Court regarding its ultimate beneficial owner (otherwise the legal representative will be liable with a fine of EUR7,500 and imprisonment). In the event the beneficial owner changes, a new declaration must be filed within 30 days of this change.

For the beneficial owner to be disclosed, he or she must be an individual (not a legal entity) who:

• owns, directly or indirectly more than 25 percent of the share capital, or
• owns, directly or indirectly, more than 25 percent of the voting rights, or
• has a power of control over the management of the declaring entity or over the general meetings of its shareholders

In the event it is not possible to determine the identity of the beneficial owner (ie, at the level of the top company, no individual fulfills one of the above criteria), the legal representative(s) of the declaring entity will have to be declared as beneficial owner; in the event the legal representative of the declaring entity is a legal entity, it will be necessary to declare the identity of the individual acting as legal representative of this legal entity.

Société anonyme (SA)

Must apply for registration with the Registry of Commerce and Companies (RCS) with filing of the bylaws. Process can take from 48 hours to 4 weeks (in the event the company's registered office is located in the east of France) following the filing of the required documents with the Registry of Commerce and Companies and depending on the reactivity of the Registry of Commerce and Companies where the document shall be filed. List of documents:

• A copy of the bylaws and list of subscribers
• A copy of the minutes appointing the chairman of the board and the general manager
• A copy of the signed lease/sublease/domiciliation agreement
• A copy of the certificate of deposit of funds issued by the bank/notary
• A copy of the acceptance letter of the principal and substitute statutory auditors (if any)
• A copy of the valid passport of the directors, chairman of the board and general manager and of their statement of non-conviction and
• A copy of the beneficial owner declaration executed by the legal representative of the company: it is reminded that pursuant to the provisions of Articles L. 561-2-2, L. 561-46 à L. 561-50, R. 561-1 à R. 561-3 and R. 561-55 à R. 561-63 of the French Monetary and Financial Code, any French company (having its registered office in a French department) must file a declaration with the clerk's office of the Commercial Court regarding its ultimate beneficial owner (otherwise the legal representative will be liable with a fine of EUR7,500 and imprisonment). In the event the beneficial owner changes, a new declaration must be filed within 30 days of this change.

For the beneficial owner to be disclosed, he or she must be an individual (not a legal entity) who:

• owns, directly or indirectly more than 25 percent of the share capital, or
• owns, directly or indirectly, more than 25 percent of the voting rights, or
• has a power of control over the management of the declaring entity or over the general meetings of its shareholders

In the event it is not possible to determine the identity of the beneficial owner (ie, at the level of the top company, no individual fulfills one of the above criteria), the legal representative(s) of the declaring entity will have to be declared as beneficial owner; in the event the legal representative of the declaring entity is a legal entity, it will be necessary to declare the identity of the individual acting as legal representative of this legal entity.

Branch of a foreign company

The required documents to incorporate a branch in France are:

1. Name of the legal representative in France of the branch, together with a copy of his/her valid passport
2. Name of the legal representative in the US, together with a copy of his/her valid passport and his/her personal address (please note that this person can be the same as in (1) above. Consequently, the French branch would have only one legal representative, acting in France and in the US)
3. A copy of the articles of association and of the bylaws of the US company, to be certified conform to the original by the legal representative in France of the branch, together with a copy of a French translation, to be certified to conform to the original by the legal representative in France of the branch
4. Original of the certificate of incorporation of the US company issued by the relevant US authorities, dated less than 3 months (to be certified as being original by the legal representative in France of the branch), together with a French translation, certified to conform to the original by the legal representative in France of the branch
5. A short description of the business of the branch, the starting date of business and the number of employees, if any, at the time of the registration
6. A copy of the executed commercial lease or domiciliation contract for the premises where the French branch will be located (in French). We can provide for the whereabouts of a domiciliation company we are used to work with, if necessary, and
7. A copy of the beneficial owner declaration executed by the French representative of the French branch.

GmbH – limited liability company

Notarial certification for the articles of association (which may also take place through online notarization) to be filed with the local commercial register (Handelsregister).

Societe anonyme (S.A.)

Pursuant to Greek Law, the incorporation of a societe anonyme is completed through a simplified procedure performed through “One Stop Shop online platform (“e-OSS”)”.

The societe anonyme can also be formed before a notary public with a notarial deed or with a private document where the articles of association are included (which is under control of the General Commercial Registry Services – under this regime, all documents required for the incorporation are submitted in writing or electronic form). Publicity is required for processing of the establishment of a societe anonyme in Greece.

Obligation for publicity concerns among others the act of incorporation and the articles of association, if it consists of a different act, as well as any amendments thereof which do not need to have been performed by means of notarial deed.

Limited liability company (L.L.C.)

The L.L.C. is established by a notarial deed of notary public, a private document, which is under control of the General Commercial Registry Services, or through the e-OSS online platform, as defined by law. The Articles of Association of the L.L.C. is amended by a notarial deed of notary public.

Private company (P.C.)

Incorporated through the e-OSS, as defined by law. The PC is also established and amended by a simple private document, which is under control of the General Commercial Registry Services.

Limited private companies

File Incorporation Form, Notice to Business Registration Office and Articles of Association with the Companies Registry.

A corporate entity is established by:

• Founding shareholders or quotaholder(s) executing, among other documents, the articles of association of a company; to be effective, the articles of association must be countersigned by a lawyer or must be incorporated into a notarial deed

• Filing an application for registration with the Court of Registration within 30 days from the date of execution of the articles of association and
• Registration of a corporate entity with the court of registration. The registration procedure is generally completed within 1 to 15 working days after the application is filed.

Representation by a Hungarian attorney at law is mandatory in the course of registration.

Registration has a constitutive effect ( ie, a corporate entity is deemed to exist from the date of registration). However, with the registration the acts of the would-be company taken after the countersigning of the articles of the association shall be deemed the act of the registered company with retroactive effect.

^{Note: The mandatory set of documentation differs between the corporate form. In addition, directors or managing directors and other officers (eg, statutory auditor or supervisory board members) must execute certain documents (eg, declaration of acceptance).}

Private limited company

Reserve name; submit memorandum of association and articles of association with the appropriate Registrar of Companies (ROC) in the state where the incorporation is sought. Current online incorporation forms provide for the reservation of name, allotment of DIN, the allotment of tax IDs (PAN and TAN) along with the incorporation. E-form AGILE provides additional facility to apply for Goods and Services Tax registration (GST), Employees State Insurance registration (ESI) and Employees Provident Fund Registration (EPF) at the time of the incorporation of the company itself.

Foreign investment limited liability company in general

• Establish the company by signing the deed of establishment (which includes the articles of association). Then, after being registered with and approved by the MOLHR by the issuance of MOLHR Decree, the company will obtain legal entity status. The MOLHR’s online/registration system will additionally issue a taxpayer identification number (Nomor Pokok Wajib Pajak or NPWP) to the newly established company.
• Apply for a Business Identification Number (NIB) through the Online Single Submission (OSS) system maintained by the OSS Agency, currently adopting a risk-based approach (RBA). The NIB also applies as a Company Registration Certificate (TDP), Importer’s Identification Number (API), customs access and initial mandatory manpower reporting. If foreign manpower is going to be employed, an application of a license to utilize foreign manpower may additionally be submitted through the OSS. Acquiring an NIB means that the company has participated in health and manpower social security programs.

• Depending on the risk level of the business, the company is deemed ready to operate once it has been issued an NIB (if the risk level is low), to obtain standard certification from the relevant ministries via the OSS-RBA system (if the risk level is medium; non-verified for medium-low or verified for medium-high) or to obtain a license (if the risk level is high).

• Fulfill various post-establishment company obligations such as reporting obligation, creating a master list (if applicable) and other obligations.

Private company limited by shares (LTD)

For purposes of incorporation, the following documentation must be submitted to the Companies Registration Office (CRO):

• Fee of EUR50 using the online incorporation scheme
• The company's constitution
• A Form A1 which contains details of the company's
  • Name
  • Registered office
  • Principal activity
  • Directors and secretary and
  • Subscribers and their shares.

External company

For purposes of registration, the following must be submitted to the Companies Registration Office (CRO) within 30 days of the date of establishment of the branch in Ireland:

• Fee of EUR50

• CRO Form F12 or F13 (depending on whether the branch is a branch of an EEA or a non-EEA country company)

• Certified (depending on the jurisdiction of the foreign company, these documents may also need to be authenticated) copy of the foreign company's constitutional documentation and certificate/articles of incorporation and

• A copy of the latest publicly filed accounting documents of the foreign company (translated into English, if required).

If the documents are not written in the Irish or English language, a certified translation will be required.

Company

Filing of various documents with the Israeli Registrar of Companies, including the company’s articles of association and other incorporation forms.

Branch / representative office

Filing of various documents with the Israeli Registrar of Companies, including a Hebrew translation of the Original Entity’s incorporation documents.

Società a responsabilità limitata (S.r.l.)

The S.r.l. may be incorporated either by contract or unilateral act and the articles of association shall be drafted by way of a public deed.

Therefore, the incorporation meeting takes place before an Italian Notary Public and provides for, inter alia, the filing and registration of the articles of association (and the annexed bylaws) with the competent Chamber of Commerce/Companies' Register.

Registered branch

A foreign company is required to register with the Legal Affairs Bureau.

Kabushiki-Kaisha (KK)

Notarization of the Articles of Incorporation by Japanese notary public and registration with the Legal Affairs Bureau are required.

Godo-Kaisha (GK)

Registration with the Legal Affairs Bureau is required.

Private limited liability company (Société à responsabilité limitée or S.à r.l.)

Prior to the incorporation meeting, the share capital amount (ie, at least EUR 12,000) must be deposited into the Luxembourg bank account opened in the name of the company. The bank will block the share capital amount and issue a blocking certificate to the attention of the instructed Luxembourg notary. The incorporation meeting must be held before a Luxembourg notary (to which the shareholders may be present or represented on the basis of proxies) at the occasion of which it will be decided to incorporate the S.à r.l. and adopt its articles of incorporation. The share capital amount will be released after incorporation and the instructed Luxembourg notary will issue a deblocking certificate, which will allow the bank to release the amount blocked. The incorporation deed, including the articles of incorporation, must be filed with the Luxembourg Register of Commerce and Companies within one month and will be published in full to the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations).

An S.à r.l. may also be incorporated by means of a contribution in kind (or a mix of cash and kind), the value of such contribution having to be certified by the contributing shareholder, as founder of the company, to the Luxembourg notary. No external audit report is required.

An S.à r.l. exists as from the date of its incorporation meeting. 

Public limited liability company (Société anonyme or S.A.)

Prior to the incorporation meeting, the share capital amount (ie, at least EUR30,000) must be deposited into the Luxembourg bank account opened in the name of the company. The bank will block the share capital amount and issue a blocking certificate to the attention of the instructed Luxembourg notary. The incorporation meeting must be held before a Luxembourg notary (to which the shareholders can be present or represented on the basis of proxies) at the occasion of which it will be decided to incorporate the S.A. and adopt its articles of incorporation. The instructed Luxembourg notary will issue a deblocking certificate, which will allow the bank to release the amount blocked.

The share capital amount will be released after incorporation. The incorporation deed including the articles of incorporation must be filed with the Luxembourg Register of Commerce and Companies within 1 month and will be published in full to the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations).

An S.A. may also be incorporated by means of a contribution in kind (or a mix of cash and kind), the value of such contribution certified by an external auditor (réviseur d’entreprise agréé) designated by the founding shareholder(s) to the Luxembourg notary.

However, no report of an external auditor will be required if at least 90 percent of the share capital to be issued is paid by contribution(s) in kind, under the following conditions:

• The founding shareholders must agree to waive the issuance of the report
• A record of the waiver must be annexed to the deed of incorporation
• The contributing companies must have financial reserves, and these reserves must be at least equal to the nominal value or the nominal value of the shares (issued as consideration for the contribution(s) in kind)
• The contributing companies must guarantee the debts of the receiving company up to an amount equal to the nominal value or the par value of the shares (issued as consideration for the contribution or contributions in kind) until one year after the publication of the first financial year accounts. During this period, the shares may not be transferred, and
• The contributing companies must allocate to a blocked reserve for 3 years (starting from the publication of the first financial year accounts) a sum equal to the nominal value or the nominal amount of the shares (issued against the contribution(s) in kind).

An S.A. exists as from the date of its incorporation meeting.

Special limited partnership (Société en commandite spéciale or SCSp)

The SCSp may be formed under private seal (or before a Luxembourg notary, which is uncommon in practice). There is  a high level of contractual freedom, the provisions applicable to the SCSp being contractually provided for in the limited partnership agreement. The SCSp is formed by the execution of the limited partnership agreement by at least 1 general partner (associé commandité) and at least 1 limited partner (associé commanditaire).

The contributions can be made by means of contributions in cash, kind or industry. No external valuation is required.

 An SCSp exists as from the date of execution of its limited partnership agreement. Extracts of the limited partnership agreement must be filed with the Luxembourg Register of Commerce and Companies within 1 month from its execution and published with the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations).

A private limited company must be registered with the Companies Commission of Malaysia, and the promoter of such company must file the necessary incorporation documents to the Companies Commission of Malaysia.

Digitalized process for company registration:

Instead of manually filling in the required forms downloaded from the SSM website, entrepreneurs can now register their Sdn Bhd online by filling in the Super Form on the MyCoID 2016 portal.

The incorporation of a company is done by the Registrar of Companies by submitting an application online.

An application for incorporation is submitted to the Registrar of Companies with the name of the proposed company, specifying whether the liability of the company will be limited or unlimited, whether the company is to be private, the registered address, the name and address of the applicant, the director, the shareholder and secretary of the company.

There is a prescribed fee of MUR3,000 to pay and the company will then be assigned a company number and a certificate of incorporation.

For Global Business Corporations and Authorized Companies, the application for incorporation must be made through a management company licensed by the FSC. An application to the FSC must also be made to obtain the Global Business Corporation License or the Authorized Company License.

S.A. de C.V.

• Request of use of corporate name
• Drafting and approval of bylaws and articles of incorporation
• Integration of a KYC file
• Formalization of the documents with a Mexican Notary Public, and
• Registration of the public deed with Public Registry of Commerce.

S. de R.L. de C.V.

• Request of use of corporate name
• Drafting and approval of bylaws and articles of formation
• Integration of a KYC file
• Formalization of the documents with a Mexican Notary Public, and
• Registration of the public deed with Public Registry of Commerce.

S.A.P.I. de C.V.

• Request of use of corporate name
• Drafting and approval of bylaws and articles of incorporation
• Integration of a KYC file
• Formalization of the documents with a Mexican Notary Public, and
• Registration of the public deed with Public Registry of Commerce.

Branch office

A branch office is ‘established’ by a resolution of (the appropriate corporate body under the governing law of) the head office to establish a branch office, followed by registration thereof in the Dutch Trade Register. For such registration, notarized and apostilled copies of the charter documents of the head office are required, as well as an original apostilled extract of the head office from the local commercial register and original signed data cards and notarized and apostilled passport copies of the directors of the head office and any proxy holders of the branch office appointed in the resolution regarding its establishment.

B.V. (private company with limited liability)

Execute a deed of incorporation (including articles of association) before a civil law notary officiating in the Netherlands. The incorporator/shareholder can grant written power of attorney to the notary so that no personal appearance in the Netherlands will be required. Alternatively, when the incorporator/shareholder is an EU resident and upon incorporation only cash is contributed on the shares,  the deed of incorporation can be executed digitally before a civil law notary officiating in the Netherlands . After execution of the deed, the notary files the articles of the BV, and the details of its directors, its ultimate beneficial owners (natural persons directly or indirectly holding more than 25 percent of the shares or the voting rights) and of the shareholder (only in case of 100-percent shareholding) with the Dutch Trade Register. The notary prepares a shareholders’ register of the BV, which thereafter requires to be kept by the board of directors of the BV at its office address.

Co-operative U.A.

Execute a deed of incorporation (including articles of association) before a civil law notary officiating in the Netherlands. Incorporators/members can grant written power of attorney to the notary so that no personal appearance in the Netherlands will be required. After execution of the deed, the notary files the articles of the co-operative and the details of its board members and its ultimate beneficial owners (natural persons directly or indirectly holding more than 25 percent of the interests in the co-operative or the voting rights) with the Dutch Trade Register. The notary prepares a members’ agreement (to be signed by the members of the co-operative) and a members’ register of the co-operative, which thereafter requires to be kept by the management board of the co-operative at its office address.

C.V. (a limited partnership)

Execute partnership agreement. After execution of the partnership agreement, it is often the notary who files the details of the limited partnership, its general partners and its ultimate beneficial owners (natural persons directly or indirectly holding more than 25 percent of the interests in the CV or the voting rights) with the Dutch Trade Register.

Limited liability company

A company will need to reserve its proposed name with the Companies Office. Once this name is approved, an application to register a limited liability company, including the payment of the prescribed fee, is required to be lodged with the Companies Office. The application requires at least 1 director (subject to New Zealand residency rules, or an Australian resident who is also a director of an Australian company), 1 shareholder, 1 share issued and a registered office. The registered office must be a physical address (not being a post office box) in New Zealand. In addition, the directors and shareholders will be required to sign and file with the Companies Office consents under which the directors agree to be appointed directors and the shareholders agree to hold shares.

Upon incorporation, the Companies Office will issue to the company a certificate of incorporation and a New Zealand Company Number. It is also possible to register for tax as part of the registration process.

Branch

Overseas companies' registration with the Companies Office establishes branch offices.

Overseas companies wishing to apply for registration as a branch must do so within 10 working days of commencing to carry on business in New Zealand. The overseas company should reserve the proposed name with the Companies Office to ensure that it is available. Registering as the branch of an overseas company will require the relevant overseas company to file certified copies of its certificate of incorporation (or evidence of incorporation in its originating jurisdiction), its constitutional documents (with English translations if necessary), the details of its directors and the name of a person in New Zealand who is authorized to accept process notices on its behalf.

Registration can take up to a few days to complete. Once registered, it will have on-going statutory filing obligations with the Companies Office, including the obligation to file annual returns. 'Large' overseas companies must file audited financial statements. If the branch is also 'large' in its own right, then audited financial statements in respect of the branch must also be filed.

Companies operating in Nigeria must be incorporated with the Corporate Affairs Commission (CAC). The process for incorporation includes:

• Conducting a name availability check on the proposed names of the entity at the CAC[1]. Subject to availability, the name is reserved for use with the CAC for 60 days.

• Preparation of memorandum and articles of association detailing the objects of the business and the terms of relationship within the entity. The form of memorandum and articles of association set out in the 16th schedule of the Companies regulations is typically adopted.

• Completing the incorporation form online with the relevant details of the directors, shareholders, secretary and proposed address of the new entity.

• Stamping of incorporation documents

• Filing of incorporation documents including forms of identification for directors and shareholders. Effective from January 1, 2023, the CAC only accepts National Identification Number (NIN) as means of identification for all processes on the Commission’s portal. This directive is applicable to all Nigerians and non-Nigerians resident in Nigeria.

• Obtaining the certificate of incorporation together with the Tax Identity Number of the new entity.

_{^[1] It is usually advisable to have at least 2 name options}

Private LLCs

Incorporation starts with signing a memorandum of incorporation setting out among other the name of the purpose, the number of shares, the nominal value of each share and the share capital. Subsequently, the minimum share contribution has to be made. If the contribution shall be made in cash, the company has to establish a bank account with a financial institution in Norway or in another EEA state to make the contribution. Following this, incorporation of the company is filed on a coordinated register notification with the NRBE along with the memorandum of incorporation, articles of association and a declaration from an auditor or – if the contribution shall be made in cash only – a financial institution in Norway or in another EEA state, a lawyer or a state-authorized public accountant confirming that the share capital has been paid to the company mentioned. If some part or all of the share capital is going to be contributed as non-cash contributions, a statement from the founders regarding the contribution in kind, confirmed by an auditor, also has to be filed with the NRBE.

Public LLCs

The incorporation process for public LLCs is similar to the process for private LLCs.

Partnerships with unlimited liability

Incorporation starts with signing a partnership agreement setting out among other the name of the partners, the purpose, the ownership percentage and whether the partners' liability is pro rata or joint and several. If the partners are obligated to pay a contribution to the partnership, the partnership agreement has to reflect this. If a partnership will have a board of directors and/or an auditor, partnership meeting minutes with appointments and a declaration of willingness from the auditor will have to be attached as well. Following this, incorporation of the company is filed on a Coordinated Register Notification with the NRBE along with the partnership agreement attached.

Corporation, Closed Stock Corporation and Open Corporation (Sociedad Anónima or S.A., Sociedad Anónima Cerrada or S.A.C. and Sociedad Anónima Abierta or S.A.A.)

Corporations are incorporated by a public deed, which contains the bylaws. An abstract of the incorporation public deed must be registered in the Public Registry of Legal Entities of the company’s domicile, within 30 days from the date of the public deed.

Limited Liability Company (Sociedad de Responsabilidad Limitada or S.R.L.)

A S.R.L. shall be incorporated by a public deed, which contains the bylaws. An abstract of the incorporation public deed must be registered in the Public Registry of Legal Entities of the company’s domicile, within 30 days from the date of the public deed.

Branch of a Foreign Legal Entity (Sucursal)

Branches of foreign legal companies are established in Peru by their respective parent companies. For this purpose, a public deed granted by a Peruvian Notary Public and the following documents shall be filed before the Public Registry of Legal Entities of the branch’s domicile, duly apostilled in its official language and (if applicable) translated into Spanish by an official translator recognized as such by the Peruvian Ministry of Foreign Affairs:

• A certificate of good standing of the parent company;
• An authentic copy of the current bylaws of the parent company (which shall include a provision stating that such entity may establish branches abroad); and,
• The minutes of the of the competent corporate body of the parent company containing, among others, the resolution regarding the establishment of a branch in Peru and the appointment of the permanent legal representative of the latter.

An abstract of the abovementioned documents and the public deed must be registered in the Public Registry of Legal Entities of the branch’s domicile.

To apply for incorporation, the incorporators must access online https://esparc.sec.gov.ph/application and fill out an application form. The availability of the name is verified online by filing the application. The required documents are uploaded to the SEC system and, upon approval, an email is sent to the applicant. Upon payment of fees and presentation of proof of payment, the applicant then submits the original signed and notarized documents to the SEC onsite.

Subsidiary

File the following with the SEC:

• Articles of incorporation and bylaws
• Name verification slip (reserving a corporation name) and
• Treasurer’s Affidavit (please see note)

Note: Pursuant to the Revised Corporation Code, the corporation is now required to declare in its articles of incorporation that the treasurer-in-trust has certified that the information with respect to the capital structure of the corporation is correct and that the paid-up portion of the subscription in cash for the benefit and credit of the corporation has been duly received. This declaration removes the requirement of a Treasurer’s Affidavit. We note, however, that the SEC has yet to issue guidelines on incorporation requirements pursuant to these changes brought about by the Revised Corporation Code.

Further to this, a certificate of deposit issued by a bank showing that the paid-up capital portion of the authorized capital stock is duly deposited in this bank is generally not required by the SEC. However, the deposit must be completed and available to be in compliance with applicable law. It is recommended to obtain the bank certificate for ease of processing of the incorporation.

Basic filing fee in the amount of 1/5 of 1 percent of the authorized capital stock of the proposed company or the subscription price of the subscribed capital stock, whichever is higher, plus an additional amount of 1 percent of the basic filing fee for legal research fund, which in no case should be less than PHP2,000.

Branch office

File the following with the SEC:

• Application form
• Name verification slip
• Apostilled copy of the board resolution authorizing the establishment of a branch, designating the resident agent and stipulating that, in the absence of such agent or upon cessation of its operations in the Philippines, any summons or legal processes may be served to SEC as if the same is made upon the corporation at its home office.
• Apostilled copy of the financial statements as of a date not exceeding 1 year immediately prior to the application, certified by an independent Certified Public Accountant of the home country
• Apostilled copy of the articles of incorporation with an English translation if in a language other than English
• Proof of inward remittance, such as a bank certificate of inward remittance
• Resident agent's acceptance of appointment (not required if agent is the signatory in the application form)
• Affidavit executed by the resident agent stating that the applicant is solvent and in sound financial condition and
• Endorsement/clearance from other government agencies, if applicable.

The filing fee is 1 percent of the actual inward remittance of the corporation converted into Philippine currency, but not less than PHP3,000, plus 1 percent of the filing fee as Legal Research Fee.

Representative office

Same requirements as for a branch office.

Filing fee is 1/10 of 1 percent of the actual inward remittance of the corporation into Philippine currency, but not less than PHP3,000, plus 1 percent of the filing fee as Legal Research Fee.

Regional or area headquarters

File the following with the SEC:

• Application form
• Name verification slip
• Certification from the Philippine Consulate/Embassy or the Philippine Commercial Office or from the equivalent office of the Philippine Department of Trade and Industry in the applicant's home country that the said foreign firm is an entity engaged in international trade with affiliates, subsidiaries or branch offices in the Asia Pacific and other foreign markets
• Apostilled copy of the certification from the principal officer of the foreign entity that the said foreign entity has been authorized by its board of directors or governing body to establish its regional or area headquarters of regional operating headquarters in the Philippines
• Affidavit of undertaking to change corporate name (not required if already stated in the application form)
• Endorsement of the Board of Investments and
• Endorsement/clearance from appropriate government agencies, if applicable.

Filing fee is PHP5,000, plus 1 percent of the filing fee as Legal Research Fee.

Regional operating headquarters

Same requirements as for a regional or area headquarters.

Filing fee is 1 percent of the actual remittance but not less than 1 percent of peso equivalent of PHP200,000 at the time of remittance.

Partnership

File the following with the SEC:

• Name verification slip
• Articles of partnership
• Joint affidavit of  2 partners to change partnership name (not required if already stated in the articles of partnership)
• Endorsement/clearance from other government agencies, if applicable and
• Foreign Investment Act Form 105.

Filing fee of 1/5 of 1 percent of the partnership's capital but not less than PHP2,000 plus 1 percent of the amount as a Legal Research Fee.

Corporations

In respect to limited liability companies, the prospective shareholders generally must first execute articles of association in the form of a notarial deed. Such incorporation document must specify:

• Business name and registered office of a company
• Type of business activity to be conducted by the company
• Amount of share capital
• Whether a shareholder can possess more than 1 share
• Number and nominal value of shares taken up by respective shareholders
• and Term of a company (if it is not indefinite)

Similar requirements are in case of joint-stock companies subject to some additional requirements regarding their incorporation document – statue.

Then shareholders should pay their contributions to the company. After the management board is appointed (and a supervisory board or audit committee if required by the articles of association or the applicable law), the company must be entered in the business register. Similar requirements apply to limited joint-stock partnerships – subject to variations provided for in Polish law.

It is possible to register limited liability companies online.

Partnerships

A similar process applies to partnerships – articles of association (in different form depending on partnership) must be executed by the partners (some elements of which are prescribed by law and differs depending on the partnerships), and then the entity must be entered in the business register.

It is possible to register some partnerships online.

Branches

The founding foreign company must decide, usually by means of a management board resolution (although this depends on the legal requirements in the foreign company's home state), to establish a branch, which must then be entered in the business register.

Regular/Traditional Incorporation process:

Documents (incorporation agreement and bylaws) are executed by the shareholders or its representatives, and physically submitted to the Registrar of Companies office, together with a specific registration form that is usually signed by a lawyer. The documents are verified and once cleared by the registration authority, the commercial certificate is made available to the email address provided upon request for registration, and the company is considered as duly incorporated as from the date of the submission of the registration request.

The registrar of companies will automatically provide the newly incorporated company’s details to the Tax Authority, so that it will send to the company’s registered address an access code to its internet portal, allowing the company’s accountant to register the beginning of the company’s activity and enroll the company, its employees and directors with the Social Security.

Online incorporation process:

Similar to the registration process as to the execution of the incorporation agreement and the bylaws by the representatives of the shareholder, the main difference is that a lawyer submits online, through a specific internet access portal - requiring professional authentication - the scanned incorporation documents. In this case, pre-approved company name and pre-approved standard bylaws are also available and allow for a swifter process. The documentation is then sent to a random registration office, which will verify and clear the documentation. The commercial certificate is made available to the email address provided upon request for registration, and the company is considered duly incorporated as from the date of the submission of the documentation.

The registrar of companies will automatically provide the newly incorporated company’s details to the Tax Authority, so that it will send to the company’s registered address an access code to its internet portal, allowing the company’s accountant to register the beginning of the company’s activity and enroll the company, its employees and directors with the Social Security.

“On the Spot Firm” process:

The shareholders, or their representatives, personally attend a registration office, and choose from a pre-approved company name (names are available in an official list) and pre-approved standard bylaws with a basic corporate governance model.

Since names and bylaws follow are pre-approved, signatories and their powers and quality are cleared, and the company is immediately registered and considered duly incorporated.

Since this process is undertaken in specific offices, acting as 1-stop shops, if the relevant form is already signed by the company’s accountant, it may be immediately filed with the Tax Authority.

A notarized hard copy of the bylaws is provided to the shareholders, as well as in internet access code to access the commercial certificate of the incorporated company.

Corporations

• Online filing of the certificate of incorporation or articles of incorporation with the Secretary of State
• Filing fee of a for-profit corporation is USD150
• Filing fee of a non-profit corporation is USD5

Limited Liability Companies

• Online filing of the certificate of formation or certificate of organization with the Secretary of State
• Filing fee of USD250

Certain documents, such as articles of association, incorporation resolution, statements of shareholder(s) and director(s), must be submitted with the competent Trade Registry.

Joint-stock company (public and non-public)

Filing of a set of documents, including the application for the state registration, resolution on incorporation and the charter with an appropriate registration authority (ie, the local tax inspectorate). Registration of the issue of shares with the Central Bank of Russia and payment of the charter capital.

Limited liability company

Filing a set of documents including the application for the state registration, resolution on incorporation and the charter with the appropriate registration authority (ie, the local tax inspectorate).

Payment of the charter capital.

Limited liability company

Foreign investors are required to obtain a foreign investment license from MISA and then complete the incorporation process at MOC and other government departments. Incorporation process also includes notarization of the company's articles of association at the local notary public in Saudi Arabia. Specific licenses are required for certain activities.

Limited liability company 

Incorporating a company involves:

• First obtaining approval for the name of the company (and reserving the name) by way of online application to the Accounting and Corporate Regulatory Authority (ACRA) via BizFile where the details of the director(s), shareholder(s) and the SSIC code for the scope of business activities are required. Once the name application/reservation has been approved, an online application must be submitted via Bizfile setting out details of inter alia, the registered address, share capital, shareholders, directors and company secretary (if applicable) of the company alongside a copy of the company's constitution, and together with the payment of prescribed fees. Each director and company secretary is required to execute a Form 45 and a Form 45B, respectively, prior to being appointed
• Applying for approvals and licenses from other governmental agencies, if necessary

It is highlighted that there are stringent "know your client" requirements that must be complied with prior to incorporation.

A South African company can be set up in 2 ways:

• incorporating a new company; or

• purchasing and customizing a shelf company (ie a company previously incorporated and held for sale without any trading or other activities).

The time frame to amend the details (including directors and shareholders) relating to a shelf company is comparable to the time taken to incorporate a new entity. It is fairly quick to incorporate a new entity when the directors are South African residents or citizens. It has become more complicated in recent times to add foreign directors or incorporate a new company with foreign directors. Foreign directors must undergo a foreign assurance process which entails the submission of a notarized copy of the directors' passports and the directors providing one-time pins submitted to their emails and cellular devices.

Private companies and public companies

Private and public companies are incorporated by completing and signing a MOI and filing it, together with certain prescribed company registration (CoR) forms and a nominal registration fee with CIPC. This process can take up to 25 working days after the documents have been filed with the CIPC. As discussed above the company can opt to have a standard form MOI or choose to adopt its own version. A MOI may be amended at a later point in time, therefore should the company wish to adopt the standard form MOI for purposes of registering the company they may do so and later effect amendments to or replace the MOI.

The time period to complete customisation and updating of the company's records with the CIPC may take approximately 3 to 4 weeks. However, the shares in the company can be acquired by the new shareholder/s, and the new directors appointed, immediately upon completion and signing of certain documents (without requiring any filing with the CIPC to be effective).

External company

Registration of an external company must be done manually with the CIPC, and a certified copy of the company's founding documents as well as a certificate of incorporation must be submitted along with other relevant supporting documents.

Joint-stock company (Jusik Hoesa)

Obtain foreign investment authorization under the FIPL (in case of a foreign investor); comply with certain statutorily required incorporation procedures; court registration; business registration with tax office; registration as a "foreign invested enterprise" under the FIPL (in case of a foreign investor).

Limited company (Yuhan Hoesa)

Obtain foreign investment authorization under the FIPL (in case of foreign investor); comply with certain statutorily required incorporation procedures; court registration; business registration with tax office; registration as a "foreign invested enterprise" under the FIPL (in case of foreign investor).

Branch (Sucursal)

The opening of a branch must be resolved by the principal company, notarized and registered in the Commercial Registry. Finally, the registration will be published in the Official Gazette of the Commercial Registry.

Limited liability company (Sociedad Limitada)

Company name clearance. Tax ID. Incorporation deed and bylaws. Notarization and registration of the notarial deed in the Commercial Registry.

Joint-stock company (Sociedad Anónima)

Company name clearance. Tax ID. Incorporation deed and bylaws. Notarization and registration of the notarial deed in the Commercial Registry.

Limited company (aktiebolag, AB)

Subscription for shares and payment of share capital, signing of memorandum of association and registration of memorandum of association with the SCRO. An alternative to formation of a subsidiary would be to buy a so-called shelf company. Such company can be bought from a 3rd-party provider

Trading partnership (handelsbolag, HB)

Written or oral HB agreement to jointly carry on business activities and then incorporated by registration with the Swedish Companies Registration Office (Bolagsverket or SCRO).

Limited partnership (kommanditbolag, KB)

Written or oral partnership agreement to jointly carry on business activities and then incorporated by registration with the Swedish Companies Registration Office (Bolagsverket or SCRO).

Branch office (filial, Branch)

Resolution by the relevant corporate body of a foreign company to:

• Set up a branch
• Appoint a managing director and issue a special power of attorney and, if applicable,
•  Appoint:
  
  • deputy managing director(s)
  • an auditor
  • a person resident in Sweden to receive service of process on behalf of a branch. When a branch has been registered with the Swedish Companies Registration Office (Bolagsverket or SCRO), it receives a Swedish registration number.

Stock corporation

Incorporation meeting with the notary public; filing of the incorporation documents with the commercial register; registration of the stock corporation in the commercial register.

Company limited by shares

File for company registration (and FIA if any shareholder is a foreign national/entity) with the Ministry of Economic Affairs (MOEA).

Closely-held company limited by shares

File for company registration (and FIA if any shareholder is a foreign national/entity) with the MOEA.

Limited company

File for company registration (and FIA, if any member is a foreign national/entity) with the MOEA.

Branch office of a foreign company

File for registration of the branch office with the MOEA.

Private limited company

Reserve the company's name and file the application form with its supporting documents to the Department of Business Development (DBD).

Public limited company

Reserve the company's name and file the application form with its supporting documents to the DBD.

Partnerships

Unregistered ordinary partnership

No registration is required.

Registered ordinary partnership

Reserve the name and file the application form with its supporting documents to the DBD.

Limited partnership

Reserve the name and file the application form with its supporting documents to the DBD.

Articles of association and other necessary documentation must be submitted to register with the relevant Trade Registry. Following the establishment, the company must also register with the relevant tax office where the company's headquarters is located in order to be able to operate.

Limited Liability Company

The incorporation process takes one business day (may take 2-3 business days during martial law). The documents to be submitted to the state registrar include an application form signed by all founders (their authorized representatives), a charter and the minutes of the founders' meeting (in case of a sole founder, a sole founder's resolution). If the founder acts through a representative, a duly certified document confirming powers of such representative should be provided. In case the founder is a foreign company, a duly legalized extract from the companies/trade/commercial register should be submitted. In case the founder is a foreign individual, a duly certified copy of the passport or another document certifying the identity of a foreigner should be submitted. The LLC’s founder(s) should also file with the state registrar the LLC’s ownership structure and duly legalized documents proving ownership rights within the whole chain of ownership of Ukrainian entity*. In case the company has a UBO, the notarized passport copy of UBO (if UBO is a foreign citizen, passport copy should be notarized and legalized/apostilled for Ukraine) should be filed. The copy of UBO passport must be certified not earlier than 90 days before the day of its submission to the state registrar. In case the company has no UBO, although not provided by law, the state registrars usually request a duly legalized statement issued by the official of a top holding company explaining the reasons of the UBO absence (eg, because no individual holds 25 percent of the shares or otherwise exercises control).

The LLC can be registered online (without personal presence of founders/their representatives before the registrar). However, such option is available only for the companies which decide to function based on the model (standard) charter approved by the Ukrainian government. Moreover, founders of such company shall possess electronic signatures issued by the Ukrainian authorities. Such electronic signature can be issued only to Ukrainian and foreign individuals and Ukrainian companies but is not available to foreign corporate founders.

Private Joint-Stock Company

The incorporation process is more complicated than that of LLC. It includes several stages, namely, (i) registration of shares issue and their private placement, (ii) approval of the placement results and PJSC charter by the shareholders, (iii) full payment by the shareholders of their shares, (iv) state registration of PJSC and (v) obtaining a certificate for the registration of shares issue from the Securities Commission.

LLC

The licensing procedure involves the following macro steps:

• Reservation with the licensing authority of the trade name of the entity
• Obtaining initial approval from the licensing authority
• In the case of an entity that will be conducting industrial or contracting activities, it will be necessary to obtain special approvals from the relevant Municipality, the MOE and possibly other competent authorities
• Execution of the memorandum of association of the entity before a notary public in the UAE
• Signing of office lease agreement and its registration with the relevant authority and
• Final registration with the licensing authority and issuance of license.

Additional approvals may be required by other government departments depending on the nature of the LLC's activities.

Branch

The registration procedure involves the following macro steps:

• Reservation with the licensing authority of the trade name of the branch
• Obtaining initial approval from the licensing authority
• Obtaining initial approval from the MOE
• Signing of office lease agreement and its registration with the relevant authority
• Final registration with the licensing authority and issuance of license and
• Submission of bank guarantee to the MOE and issuance of the final commercial registration certificate.

Additional approvals may be required by other government departments depending on the nature of the LLC's activities.

FZ-LLC

The licensing procedure involves the following macro steps:

• Submission of initial application to the relevant free zone and obtaining its initial approval
• Execution of the memorandum and articles of association of the entity before the concerned free zone official
• Signing of office lease agreement and its registration with the relevant free zone
• Opening of bank account and depositing relevant share capital (varies from 1 free zone to another) this is not applicable in most free zones, but is applicable in some) and
• Final registration with the registration and licensing authority of the free zone and issuance of license.

Additional approvals may be required by other government departments depending on the nature of the FZ-LLC's activities.

FZ-Branch

The registration procedure involves the following macro steps:

• Submission of initial application to the relevant free zone and obtaining its initial approval
• Signing of office lease agreement and its registration with the relevant free zone and
• Final registration with the registration and licensing authority of the free zone and issuance of license.

Additional approvals may be required by other government departments depending on the nature of the FZ-branch's activities.

Dual Licensee Branch

The licensing procedure involves the following macro steps:

• Obtaining a no-objection letter from the free zone in which the parent company is registered
• Submission of initial application to the licensing authority
• Signing of office lease agreement and its registration with the relevant authority (optional) and
• Final registration with the licensing authority and issuance of licence.

Additional approvals may be required by other government departments depending on the nature of the FZ-LLC's activities.

Private limited company

Delivery of Form IN01 (containing details of company name, registered office, articles of association, directors, people with significant control, share capital and initial shareholdings) and a memorandum of association to the Registrar of Companies. This can be done online, via the Companies House portal, with a new company typically registered within 24 hours.

Limited liability partnership (LLP)

Formed under the Limited Liability Partnerships Act 2000 by 2 or more designated members. Delivery of LL IN01 (containing details of LLP name, registered office, designated members and people with significant control) to the Registrar of Companies.

Registered UK establishment

Delivery of Form OS IN01 containing details in respect of the overseas company and the UK registered establishment, including, but not limited to:

Overseas company

• The name of the overseas company.

• Its legal form, country of incorporation, identity of register in which it is registered and registered number in that register.

• Its governing law and accounting requirements.

• Details of its accounts and constitutional documents.

• Address of principal place of business or registered office of the overseas company.

• Objects of the overseas company.

• Amount of issued share capital of the overseas company.

• Full details of the officers of the overseas company (including their service address).

UK establishment

• Name of UK establishment.
• Registered office address of the UK establishment.
• Date UK establishment opened and type of business carried on UK establishment.
• Permanent representative of the UK establishment (including their service address).
• Full details of any person authorized to accept service on behalf of the UK establishment.

C corporation

File Certificate of Incorporation or Articles of Incorporation with the appropriate Secretary of State.

S corporation

File Certificate of Incorporation or Articles of Incorporation with the appropriate Secretary of State, as well as the appropriate S corporation election documents with the applicable tax authorities.

Limited liability company (LLC)

File Articles of Organization or Certificate of Formation with the appropriate Secretary of State.

The timeline for incorporation varies by state jurisdiction, which can vary from as short as 1 business day (in Delaware) to several weeks, and can often be expedited by paying additional fees.

Generally, the process consists of 3 steps:

• Applying for an Investment Registration Certificate (IRC) from the authority of investment registration where the company has foreign shareholder(s)/member(s).

  It is noted that, where a foreign shareholder/member would like to acquire an equity from an existing shareholder/member of a Vietnamese domiciled company, an approval for acquisition (M&A Approval) is required (instead of the IRC).

• Applying for an Enterprise Registration Certificate (ERC) from the authority of enterprise registration; and

• Conducting some mandatory post-licensing works, such as making a public announcement of the entity establishment, making a corporate seal, registering tax and obtaining a specific license (if necessary)  if an entity engages in conditional businesses (eg. multi-level marketing businesses, labor outsourcing businesses).