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  • Form of entity

    Corporation (Sociedad Anónima or SA)

    Separate and distinct legal entity. Admits a minimum of 2 shareholders. Managed by a board of directors who are elected by the stockholders of the corporation.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Separate and distinct legal entity. Admits exclusively 1 shareholder. SAUs are not allowed to be incorporated or wholly owned by SAUs. Managed by a board of directors who are elected by the only stockholder of the corporation.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Separate and distinct legal entity. Admits 1 or more shareholders. Managed by a board of directors who are elected by the stockholders. Its incorporation and development are entirely digital.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Separate and distinct legal entity. Admits a minimum of 2 members and a maximum of 50. Managed by a single manager or several managers with full powers who may act individually, or by a Board of Managers acting by majority, appointed by the members.

  • Entity set up

    Corporation (Sociedad Anónima or SA) and Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    • 2 or more shareholders
    • The local management is in charge of a board of directors, which may have at least 1 member with no maximum number (at least 3 directors and 1 alternative director in case the company's capital stock exceeds ARS50 million). Directors shall last between 1 and 3 years or fiscal years in office, as provided in the bylaws. They may be re-elected. The majority of the board of directors must be composed of Argentine residents.

    • The president of the board is the legal representative of the company
    • Statutory auditor or supervisory board is optional. Mandatory if capital stock exceeds ARS50 million

    • Typical charter document: bylaws
    • Corporate Books: stock ledger, shareholders' meeting minutes, board of directors' meeting minutes and attendance records book
    • Should cash be paid out as consideration for the stock: only 25 percent must be paid up front, and the balance is paid within 2 years after that. When considerations for the stock are contributions in kind, the stock must be fully paid off at the time of subscription of the shares

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    • Only 1 shareholder
    • The local management is in charge of a board of directors, which may have at least 1 member with no maximum number (at least 3 directors and 1 alternative director in case the company's capital stock exceeds ARS50 million). Directors shall last between 1 and 3 years in office, as provided in the bylaws. They may be re-elected. The majority of the board of directors must be composed of Argentine residents
    • The president of the board is the legal representative of the company
    • Permanent control by government
    • Statutory auditor or supervisory board is mandatory (at least 1 regular and 1 alternate statutory auditor)

    • Typical charter document: bylaws
    • Corporate books: stock ledger, shareholders' meeting minutes, board of directors' meeting minutes and attendance records book
    • Capital stock shall be fully paid up upon execution of bylaws
    • SAUs are not allowed to be incorporated or wholly owned by another SAU

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    • 1 or more shareholders
    • The managers must be individuals, who may be appointed for an indefinite period. At least 1 director must be an Argentinean resident (provided that the Argentinian resident director is the legal representative of the company)
    • Statutory auditor or supervisory board is optional. Mandatory if capital stock exceeds ARS50 million.

    • Typical charter document: bylaws

    • Corporate books: carried by electronic means (stock ledger and minutes books)

    • Should cash be paid out as consideration for the stock: only 25 percent needs to be paid up front, and the balance is paid within 2 years after that. When considerations for the stock are contributions in kind, the stock must be fully paid off at the time of subscription of the shares

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    • 2 or more members
    • The local management is in charge of single or several managers with full powers who may act individually, or a board of managers acting by majority. Managers may be appointed for an indefinite term. The majority of the board of managers must be composed of Argentine residents
    • The legal representative of the company may be a single manager. All managers or a president of the board of managers are entitled with full powers
    • Statutory auditor is optional. Mandatory if capital stock exceeds ARS50 million (at least 1 regular and 1 alternate member)
    • Typical charter document: bylaws
    • Corporate books: manager and quotaholders’ meeting minutes.
    • Should cash be paid out as consideration for the stock: only 25 percent must be paid up front, and the balance is paid within 2 years after that. When considerations for the stock are contributions in kind, the stock must be fully paid off at the time of subscription of the shares.
  • Minimum capital requirement

    Corporation (Sociedad Anónima or SA)

    Minimum capital of SA is ARS100,000.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Minimum capital of SAU is ARS100,000.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Minimum capital of SAS shall be twice the national minimum vital and mobile wage established at the time of its incorporation (as of January 2024: ARS312,000 in total).

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    No minimum capital requirement.

  • Legal liability

    Corporation (Sociedad Anónima or SA)

    Directors must act honestly and in good faith in best interests of the company. Directors may be held personally liable to the company, shareholders and third parties if they fail to comply with their general legal duties or specific duties contained in Argentine Law 19,550.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Directors must act honestly and in good faith in best interests of the company. Directors may be held personally liable to the company, shareholders and third parties if they fail to comply with their general legal duties or specific duties contained in Argentine Law 19,550.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Liability of directors of a corporation under Law 19,550 is applicable to SAS managers. In addition, individuals who are not managers or legal representatives of an SAS, or legal persons acting as managers, are liable in the same way as managers, and their liability will be extended to the acts in which they did not intervene but which they habitually performed.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    In case of SRLs, when articles allow distribution of management powers among individual members of the board of managers, the board's liability depends on the individual performance of each manager.

  • Tax presence

    Sociedad Anónima (Corporation) and SRL (LLC)

    An SA, same as an SRL (LLC), is considered an Argentine resident for tax purposes and is obligated to pay taxes on income obtained worldwide, whether earned within Argentina or abroad. An SA may take the sums effectively paid abroad for analogous taxes for activities carried out abroad as a payment for taxes (within certain limits).

  • Incorporation process

    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.

  • Business recognition

    Corporation (Sociedad Anónima or SA)

    Well regarded and widely used.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    This corporate type was introduced in Argentina in August 2016 pursuant the Argentine Civil and Commercial Code modification and is beginning to be used. Well regarded and widely used.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    This corporate type aims to be a more agile and economic alternative, both in its incorporation and in administration and management. Its incorporation and development are required to be entirely in digital form. However, some provinces or jurisdictions have restored the use of digital corporate documents for this type of company.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Well regarded and widely used. This is the type of company is usually preferred by foreign shareholders due to tax purposes.

  • Shareholder meeting requirements

    Corporation (Sociedad Anónima or SA)

    Required to hold an annual meeting of shareholders to approve the financial statements of the company.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Required to hold an annual meeting of shareholders to approve financial statements of the company.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Required to hold an annual meeting of shareholders to approve financial statements of the company.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Required to hold an annual meeting of members to approve financial statements of the company.

  • Board of director meeting requirements

    Corporation (Sociedad Anónima or SA)

    The board shall meet at least once every 3 months.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    The board shall meet at least once every 3 months.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Periodical meetings of the board are not required.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Periodical meetings of managers are not required.

  • Annual company tax returns

    All corporations must annually file tax returns with federal and state tax authorities.

  • Business registration filing requirements

    Corporation (Sociedad Anónima or SA)

    Initial registration is required, as well as annual filings (ie, financial statements of the company before the Public Registry and the Tax Authority). Every appointment or resignation of directors, change of domicile or bylaws' amendments must be filed with the Public Registry for registration.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Initial registration is required, as well as annual filings (ie, financial statements of the company before the Public Registry and the Tax Authority). Every appointment or resignation of directors, change of domicile or bylaws' amendments must be filed with the Public Registry for registration.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Initial registration is required, as well as annual digital filings (ie. Financial statements of the Company before the Public Registry and the Tax Authority). Every appointment or resignation of directors, change of directors, change of domicile or bylaws' amendments must be filed with the Public Registry for registration.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Initial registration is required. Only SRLs which capital stock exceeds ARS50 million shall file their annual financial statements with the Public Registry. However, all SRLs must file their financial statements with the tax authorities.

  • Business expansion

    Corporation (Sociedad Anónima or SA)

    No need to change as business expands.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    If the number of shareholders exceeds 1, the SAU must convert to an SA or SAS.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    No need to change as business expands.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    If the number of members exceeds 50, the SRL must convert to an SA or SAS.

  • Exit strategy

    Any corporate type shall file dissolution documents with the Public Registry.

  • Annual corporate maintenance requirements

    Corporations and single-shareholder corporations must pay annual fee to the Public Registry.

  • Director / officer requirements

    Not applicable for this jurisdiction.

    For more information on directors’ duties, see our Global Guide to Directors’ Duties.
  • Local corporate secretary requirement

    Not applicable for this jurisdiction.

  • Local legal or admin representative requirement

    Not applicable for this jurisdiction.

  • Local office lease requirement

    In some circumstances, the Tax Authority requires evidence of the declared domicile. In the case of Simplified Corporation (Sociedad por Acciones Simplificada or SAS) registered in the City of Buenos Aires, the existence and veracity of the domicile and registered office must be evidenced at the time of incorporation of the company or registration of the new registered office by means of an instrument authorized by the regulations.

  • Other physical presence requirements

    Not applicable for this jurisdiction.

  • Sufficiency of virtual office

    Not applicable for this jurisdiction.

  • Provision of local registered address by law firm or third-party service provider

    A company must provide its registered address. In certain circumstances, a law firm office may provide the registered address until the local entity hires an office. In this case, the company is requested to move its registered office to its new location.

  • Provision of local director or corporate secretary by law firm or third-party service provider

    A company shall provide a local director. In certain circumstances, a law firm may provide a local director service at a monthly rate.

  • Nationality or residency requirements for shareholders, directors and officers

    Corporation (Sociedad Anónima or SA)

    Majority of members of the board must be Argentinean residents.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Majority of the members of the board must be Argentinean residents.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    At least 1 director must be Argentinean resident (provided that the Argentinean resident director is the legal representative of the company).

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Majority of the members of the board must be Argentinean residents.

  • Restrictions regarding appointment of nominee shareholders or directors

    Not applicable for this jurisdiction.

  • Summary of director's, officer's and shareholder's authority and limitations thereof

    Not applicable for this jurisdiction.

  • Public disclosure of identity of directors, officers and shareholders

    The appointment of the directors in all types of companies must be registered before the Public Registry of Commerce informing their personal data, which means that the identity of the members of the board of directors is public for any 3rd party not related to the company.

    Regarding the equity holders, their identity must only be registered before the Public Registry of Commerce in the Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL), while in the other types of companies, the shares can be transferred without the need to register the equity holders before the Registry.

  • Minimum and maximum number of directors and shareholders

    Corporation (Sociedad Anónima or SA)

    • 2 or more shareholders
    • Board of directors, which must have at least 1 member with no maximum number requirement (at least 3 directors and 1 alternative director in case the company's capital stock exceeds ARS50 million)

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    • 1 shareholder
    • Board of directors, which must have at least 1 member with no maximum number requirement (at least 3 directors and 1 alternative director in case the company's capital stock exceeds ARS50 million)

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    • 1 or more shareholders
    • The managers must be 1 or more individuals, who may be appointed for an indefinite or definite period

    Limited Liability Company (SRL)

    • 2 or more members (within a maximum of 50 members)
    • The local management is maintained by a single manager, several managers with full powers who may act individually, or a board of managers acting by majority. Managers may be appointed for an indefinite term
  • Minimum number of shareholders required

    Corporation (SA)

    At least 2 shareholders.

    Single-Shareholder Corporation (SAU)

    Only 1 shareholder is admitted.

    Simplified Corporation (SAS)

    At least 1 shareholder.

    Limited Liability Company (SRL)

    At least 2 members.

  • Removal of directors or officers

    Removal of directors or managers shall be approved by the shareholders meeting and then registered in the Public Registry.

  • Required and optional officers

    Not applicable for this jurisdiction.

  • Board meeting requirements

    Not applicable for this jurisdiction.

  • Quorum requirements for shareholder and board meetings

    Corporation (SA)

    The Board makes decisions by a simple majority of directors present at the relevant meeting, with a quorum of an absolute majority of total number of directors, unless the company's articles provide for a higher quorum and majority.

    In case of annual or regular shareholders' meetings, the required quorum shall be constituted by shareholders representing the majority of the voting shares. If quorum is not reached, the meeting may be held at a 2nd call. In this case, the meeting is duly constituted with any number of shareholders present. On the other hand, special meetings require the presence of shareholders representing 60 percent of the voting shares, unless the articles provide for a higher quorum. If quorum is not reached, the meeting may be held at a second call. In this case, the meeting is duly constituted with the presence of shareholders representing 30 percent of the voting shares, unless the articles provide otherwise.

    Single-Shareholder Corporation (SAU)

    The board makes decisions by a simple majority of directors present at the relevant meeting, with a quorum of an absolute majority of total number of directors, unless the company's articles provide for a higher quorum and majority.

    In the case of shareholders' meeting, quorum is reached if at least 1 shareholder of the company is present.

    Simplified Corporation (SAS)

    Meetings may be held physically or through digital means (ie, video or teleconference). Managers and members may call themselves to hold deliberations, with no need of prior notice. The management body's resolutions are valid as long as all members attend, and the majority as stated in the bylaws approve the agenda. Member's resolutions will be valid, provided that all partners attend and the agenda is passed unanimously.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    The board makes decisions by a simple majority of the managers present at the relevant meeting, with a quorum of an absolute majority of total number of directors, unless the company's articles provide for a higher quorum and majority.

    In case of annual or regular members' meetings, required quorum is constituted by the shareholders representing the majority of the voting shares. If quorum is not reached, the meeting may be held at a second call. In this case, the meeting is duly constituted with any number of shareholders present. On the other hand, special meetings require the presence of members representing 60 percent of voting shares, unless articles provide for a higher quorum. If quorum is not reached, a meeting may be held at a second call. In this case, the meeting is duly constituted with the presence of members representing 30 percent of voting shares, unless the articles provide otherwise.

  • Must a bank account be opened prior to incorporation, and must the bank account be local?

    Not applicable for this jurisdiction.

  • Auditing of local financials. If so, must the auditor be located in local jurisdiction, and must the company's books be kept locally?

    All companies must have at least annual financial statements audited. The auditor must be located in Argentina and the company's corporate and accounting books must be kept locally.

  • Requirement regarding par value of stock

    Not applicable for this jurisdiction.

  • Increasing of capitalization if needed

    Not applicable for this jurisdiction.

  • Summary of how funds can be repatriated from your jurisdiction (ie dividends or redemption)

    When approving annual financial statements, shareholders' meeting may resolve to distribute dividends, which will be transferred to respective shareholders.

  • Restrictions on transferability of shares

    Corporation (SA)

    No restrictions, unless otherwise provided in bylaws. Transfers are reported to the company and recorded in the Stock Ledger Book.

    Single-Shareholder Corporation (SAU)

    No restrictions, unless otherwise provided in bylaws. Transfers are reported to the company and recorded in the Stock Ledger Book.

    Simplified Corporation (SAS)

    No restrictions, unless otherwise provided in bylaws. Transfers are reported to the company and recorded in the Stock Ledger Book.

    Limited Liability Company (SRL)

    No restrictions, unless otherwise provided in bylaws. Transfers shall be reported and registered with the Public Registry of Commerce.

  • Obtaining a name and naming requirements

    Corporate name must contain the type of company it adopted or the corresponding acronym. Name must be reserved before registering the company by paying and filing a form with the Public Registry, in case the chosen name is available.

  • Summary of "know your client" requirements

    Not applicable for this jurisdiction.

  • Approval requirements for amending charter document

    Amendments to bylaws in all companies must be approved by shareholders or members' meeting and then filed for registration by the Public Registry.

  • Licenses required to conduct business in jurisdiction

    For the conduct of certain activities, it would be necessary to obtain a license from the corresponding government agencies.

  • Process of purchasing and utilizing a shelf company

    Not applicable for this jurisdiction.

  • Key contacts
    Martin Mittelman
    Martin Mittelman
    Partner DLA Piper (Argentina) [email protected] T +5411 41145500 View bio
    Antonio Arias
    Antonio Arias
    Partner DLA Piper (Argentina) [email protected] T +5411 4114 5500 View bio

Business registration filing requirements

Argentina

Corporation (Sociedad Anónima or SA)

Initial registration is required, as well as annual filings (ie, financial statements of the company before the Public Registry and the Tax Authority). Every appointment or resignation of directors, change of domicile or bylaws' amendments must be filed with the Public Registry for registration.

Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

Initial registration is required, as well as annual filings (ie, financial statements of the company before the Public Registry and the Tax Authority). Every appointment or resignation of directors, change of domicile or bylaws' amendments must be filed with the Public Registry for registration.

Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

Initial registration is required, as well as annual digital filings (ie. Financial statements of the Company before the Public Registry and the Tax Authority). Every appointment or resignation of directors, change of directors, change of domicile or bylaws' amendments must be filed with the Public Registry for registration.

Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

Initial registration is required. Only SRLs which capital stock exceeds ARS50 million shall file their annual financial statements with the Public Registry. However, all SRLs must file their financial statements with the tax authorities.

Australia

Branch

A balance sheet, profit and loss account, and cash flow statement must be lodged with ASIC each year.

Proprietary company

A company must confirm its corporate details and pay a review fee to ASIC each year. See also "Annual Corporate Maintenance Requirements."

Public company

A company must confirm its corporate details and pay a review fee to ASIC each year. See also "Annual Corporate Maintenance Requirements."

Austria

Stock corporation (AG)

Initial registration as well as annual filings are required.

Limited liability company (GmbH) and Flexible Company (FlexKapG)

Initial registration as well as annual filings are required.

Bahrain

With Limited Liability (WLL)

Various documents required to be submitted to the MOIC and CBB (if the company exercises CBB regulated activities), including the application form for initial license approval, the board resolutions and corporate documents, passport copies of the individual shareholders and the directors.

Closed Shareholding Company (BSC(c))

Various documents required to be submitted to the MOIC and CBB (if the company exercises CBB regulated activities), including the application form for initial license approval, the board resolutions and corporate documents, passport copies of individual shareholders and directors.

Foreign Branch (Branch)

Various documents required to be notarized, legalized and submitted to the MOIC and CBB (if the company exercises CBB regulated activities), including a resolution of the parent company, guarantee letter from the parent company, bylaws of the parent company and passport copies of the authorized signatory(s) and director(s).

Belgium

Public limited company (société anonyme/naamloze vennootschap)

Registration with the Crossroads Bank for Enterprises.

Limited company (société privée à responsabilité limitée/besloten vennootschap

Registration with the Crossroads Bank for Enterprises.

Belgian branch office of a foreign company

Registration with the Crossroads Bank for Enterprises.

Brazil

Limited liability company (Sociedade Limitada)

The corporate acts of a Sociedade Limitada (eg, amendments to the articles of association and quotaholders' meetings) must be filed with the competent commercial registry.

Corporation (Sociedade Anônima)

Minutes of shareholders' meetings and certain board of directors and board of officers' resolutions must be filed with the competent commercial registry.

Canada

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

Most provinces and territories (and federal corporations) require initial registration, as well as annual filings in the province or territory where the corporation is incorporated or registered. A change of directors of a corporation also requires the corporation to update the public record by filing of a notice of a change of directors (and officers in some provinces), usually within 15 days of when the change takes place.

Chile

Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

Requires initial registration with the Registry of Commerce in order to incorporate the company and when its bylaws are amended.

Corporation (Sociedad Anónima or S.A.)

Requires initial registration with the Registry of Commerce in order to incorporate the company and when its bylaws are amended. Additionally, the public corporation and its shares must be registered in the Securities Registry of the CMF.

Simplified Corporation (Sociedades por Acciones or SpA)

Requires initial registration with the Registry of Commerce to incorporate the company and when its bylaws are amended.

Branch of a Foreign Legal Entity (Agencia)

Requires initial registration with the Registry of Commerce when the branch is established, when the agent's statements are modified and when a new agent is appointed.

China

Registration with the AMR and information reporting to the MOFCOM are required for establishment of foreign-invested LLCs as well as subsequent changes of company particulars. In practice, filings to the MOFCOM are carried out through the same AMR online platform and become invisible in most cases.

Colombia

All entity types are bound to register before the Registry of Commerce and tax authorities. As an exception a simplified stock company is incorporated by a private document that is registered with the Registry of Commerce.

Czech Republic

Initial registration as well as annual filings are required. Changes in recorded data of commercial register require registration.

Denmark

Limited liability company (Kapitalselskab)

Some information and resolutions in the limited company must be registered with the Danish Business Authority.

The company's central management body – often its board of directors – is responsible for ensuring that the necessary information is registered with the Danish Business Authority within 2 weeks after the date of the relevant resolution.

For instance, the initial registration at the formation of the company must be registered within 2 weeks from signing of the memorandum of association.

Further, all amendments to the articles of association, and all members of the executive board, the board of directors and the supervisory board of a limited liability company as well as the company's auditor, if any, must always be registered.

The limited company must also ensure to annually file its annual accounts with the Danish Business Authority.

Egypt

Corporations

Corporate entities require initial registration. They shall be registered in the commercial registry office by virtue of the establishment certificate issued by GAFI.

According to the Companies Law, GAFI is required to issue an establishment certificate upon being notified by the Corporate Entities provided that the required documents are attached to the establishment notification.

There are additional obligations to file yearly audited financial statements as well as amendments to bylaws, AoI(s) and AoA(s) each time they are made. 

Branch

A branch’s establishment requires an initial approval from GAFI and must be registered in the CRD. Moreover, it must annually (within 3 months from the lapse of its financial year) submit to GAFI:

  • A copy of its financial statements and an audit report
  • Names and nationalities of its manager(s)
  • Number, nationalities, titles and total payroll of its employees and determine the payroll of the Egyptian employees and
  • Its profits and the distributed proportion to its employees.

RO

An RO’s establishment requires an initial approval from GAFI and must be registered in the CRD. Its registration certificate shall be issued for a period not exceeding 1 year and shall be subject to an annual renewal provided that the RO must be obliged to annually (at the beginning of each financial year) submit to GAFI (as may be requested):

  • Employee names, titles, nationalities and total payroll and determine the ratio of the Egyptian employees’ payroll
  • Additional information concerning the RO's activities during the financial year and any amendments in relation thereto
  • Evidence that the parent company has been notified with the aforementioned
  • Decisions of the parent company in relation to the activities undertaken by the RO during the financial year and
  • A timeline schedule for the pending and finalized studies required to be done by the RO.

Finland

Osakeyhtiö (Oy)

Initial registration, annual filings of annual accounts and filing of changes of registered issues.

France

Société par actions simplifiée (SAS)

Require initial registration, as well as annual filings. There are additional, on-going filing requirements including, in particular, an obligation to file its bylaws whenever they are amended and its yearly financial statements.

Société à responsabilité limitée (SARL)

Require initial registration, as well as annual filings. There are additional, on-going filing requirements including, in particular, an obligation to file its bylaws whenever they are amended and its yearly financial statements.

Société anonyme (SA)

Require initial registration, as well as annual filings. There are additional, on-going filing requirements including, in particular, an obligation to file its bylaws whenever they are amended and its yearly financial statements.

Germany

GmbH – limited liability company

Both initial registration, as well as annual filings can be necessary. Germany recently implemented the transparency register by an amendment of its Money Laundering Act with effect as of June 27, 2017. Companies such as GmbH, AG, KG and KGaA have to submit to the transparency register specific information about their beneficial owner if a natural person directly or indirectly (with a multi-level participation structure) holds more than 25 percent of the capital or voting shares or exercises control in a comparable manner.

With another amendment of the Money Laundering Act with effect as of August 1, 2021, such a filing with the transparency register is required in any case where the 25 percent threshold is triggered, regardless of whether or not the same information can already be retrieved from the German commercial register or any other public register.

If no shareholder holds more than 25 percent of the capital or voting shares or exercises control in a comparable manner, the managing directors of the company need to be registered with the transparency register instead.

Greece

Initial registration as well as annual filings are required with General Commercial Registry.

Hong Kong, SAR

Limited private companies

Business registration with the Inland Revenue Department valid for 1 or 3 years is required.

Hungary

Private company limited by shares (Zrt.)

  • Court of Registration – initial registration;
  • Central Statistical Office – statistical number issued in the course of initial (court) registration (no separate filing is needed);
  • Chamber of commerce – after initial (court) registration;
  • Tax Authority – tax number is issued in the course of initial (court) registration (no separate filing is needed);
  • Central clearing house – requesting ISIN code for the shares, after initial (court) registration.

Limited liability company (Kft.)

  • Court of Registry – initial registration;
  • Central Statistical Office – statistical number issued in the course of initial (court) registration (no separate filing is needed);
  • Chamber of commerce – after initial (court) registration;
  • Tax Authority – tax number is issued in the course of initial (court) registration (no separate filing is needed).

India

Private limited company

A company can commence any business or exercise any borrowing power after (i) it has filed a business commencement declaration within 180 days from incorporation certifying that the initial share capital has been remitted by the shareholders and (ii) the company has adhered to registered office verification rules.

Every company is required to file annual return in e-Form MGT-7 with the relevant RoC within 60 days from the date on which the AGM is held. Similarly, a copy of the financial statements, including a consolidated financial statement, if any, along with all the documents which are required to be attached to such financial statements under the Companies Act, 2013 duly adopted at the AGM of the company, are required to be filed with the RoC within 30 days of the date of the AGM.

Financial year

Every company's financial year is the period ending on March 31 every year. Only exception available is for subsidiaries of foreign companies to enable them to align with financial year of the parent company. However, such a change is required to be approved by the National Company Law Tribunal (NCLT).

Indonesia

Limited liability company

Every company must be registered in the Company Register maintained by the OSS-RBA system so that the company can obtain an NIB. Additionally, ongoing filing requirements apply to, among other things, certain amendments made to the articles of association, changes to the board of directors and the board of commissioners, and annual financial statements. A PMA company is additionally required to submit a periodic investment report ( Laporan Kegiatan Penanaman Modal or LKPM) to the OSS-RBA System.

Ireland

Private company limited by shares (LTD)

No general requirement, but it should be considered whether any regulatory permits or licenses are required to conduct certain activities in specific industries.

 

External company

No general requirement, but it should be considered whether any regulatory permits or licenses are required are required to conduct certain activities in specific industries.

Israel

Company

Depending on the type of business and is issued by the municipality in which the company’s facilities are located.

Branch / representative office

Depending on the type of business and is issued by the municipality in which the branch’s facilities are located.

Italy

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

The filings are made when required by law.

The financial statements must be filed each year after their approval by the shareholders' meeting, within 30 days from the approval itself.

Japan

Registered branch

A foreign company intending to engage in business in Japan on a regular basis must register necessary information, which is also required from most other similarly situated companies in Japan, in order to carry out continuous transactions. In addition, the foreign company must register its governing law, name and address of its representative in Japan, and means by which it will provide public notice. A registered branch must also register changes to those items which have been registered in its corporate registry.

Kabushiki-Kaisha (KK)

Registration with the Legal Affairs Bureau is required. In addition, a KK must register changes of items that have been registered in its corporate registry.

Godo-Kaisha (GK)

Registration with the Legal Affairs Bureau is required. In addition, a GK must register changes of items that have been registered in its corporate registry.

Luxembourg

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

Registration and filing with the Luxembourg Register of Commerce and Companies and publication of the incorporation deed and subsequent deeds in the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations) within one month following the execution of the relevant deed.

The identities of the shareholders are disclosed and published in the Luxembourg Register of Commerce and Companies.

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

Registration and filings with the Luxembourg Register of Commerce and Companies and publication of the incorporation deed and subsequent deeds in the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations) within one month following the execution of the relevant deed.

The identities of the shareholders are not disclosed to the Luxembourg Register of Commerce and Companies nor published.

Special limited partnership (Société en commandite spéciale or SCSp)

Registration and filings with the Luxembourg Register of Commerce and Companies and publication of extracts of the limited partnership agreement and subsequent amendments (where applicable) in the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations) within one month following the execution of the limited partnership agreement and subsequent amendment (where applicable).

The identities of the general partner(s) are disclosed and published in the Luxembourg Register of Commerce and Companies, while those of the limited partners are not.

Malaysia

A private limited company is required to file initial registration as well as annual filings.

Mauritius

Companies are required to submit their application for business registration at the office of Registrar of Businesses or online via its website.

The information required to be provided:

  • Name of the company
  • Company file number
  • The business name
  • The general nature of the business and its location
  • Date or proposed date of commencement of business
  • Address of the principal place of business
  • Postal address
  • Workforce of the applicant and
  • Telephone number, fax number, email address.

The registration fee which is payable depends on the workforce.

A foreign company must, within 1 month of establishing a place of business in Mauritius, register a branch of the foreign company in Mauritius.

Mexico

S.A. de C.V.

With the Public of Registry of Commerce, the National Registry of Foreign Investments and, if applicable, with the federal and state tax authorities.

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

With the Public of Registry of Commerce, with the National Registry of Foreign Investments, if applicable, with the federal and state tax authorities.

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

With the Public of Registry of Commerce, with the National Registry of Foreign Investments, if applicable, with the federal and state tax authorities.

Netherlands

Branch office

A branch office must be registered in the Dutch Trade Register within 8 days after its establishment.

Information on its directors and proxy holders must be up to date in the Trade Register. Changes must be filed within 8 days.

B.V. (private company with limited liability)

A BV must be registered in the Dutch Trade Register within 1 week  after its incorporation. Information on its directors, its ultimate beneficial owners (natural persons directly or indirectly holding more than 25 percent of the shares or the voting rights) and shareholder (only in case of 100-percent shareholding) must be up to date in the Trade Register. Changes must be filed within 8 days.

Co-operative U.A.

A co-operative must be registered in the Dutch Trade Register within 1 week after its incorporation.

Information on 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) must be up to date in the Trade Register. Changes must be filed within 1 week.

C.V. (a limited partnership)

A CV must be registered in the Dutch Trade Register within 1 week after its establishing the CV. Information on its general partner, its ultimate beneficial owners (natural persons directly or indirectly holding more than 25 percent of the interests in the CV or the voting rights) and management committee members (proxy holders), if any, must be up to date in the Trade Register. Changes must be filed within 1 week.

New Zealand

Limited liability company

A limited liability company must confirm its corporate details and must pay an annual return fee to the Companies Office annually. See also the section headed Annual corporate maintenance requirements.

Depending on the size and shareholder make-up of the relevant company, that company may be required to lodge audited financial statements with the Companies Office within five months of its balance date (ie, the financial year end).

Branch

If the branch of overseas companies meets the 'large' thresholds set out in the Companies Act and the Financial Reporting Act 2013, they will be required to lodge audited financial statements with the Companies Office within five months of their balance date. Branches are also required to file an annual return each year.

Nigeria

Companies are required to be registered with the Corporate Affairs Commission (CAC) before commencing business in Nigeria. The registration process is commenced and completed online via the CAC portal, and the following documents will be submitted on the portal as part of the application:

  • Form CAC1.1
  • Memorandum and Article of Association (MEMART).
  • Recognized form of identification for Director(s)/Subscriber(s) or Secretary where appointed
  • Evidence of payment of statutory filing fees to the Corporate Affairs Commission

The certificate of incorporation, certified MEMART and approved application form will then be issued.

Upon registration, a company is required to file any increase in share capital or change in directorship, auditors, allotment of shares or change of company secretary, among others, within 15 days of passing resolutions for any of such changes.

Norway

It is required with initial registration, as well as annual filings.

Peru

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.)

Its incorporation, amendments to its bylaws and the appointment and removal of its directors, CEO and other legal representatives must be registered before the Public Registry of Legal Entities of its domicile. Additionally, open corporations and its shares must be registered in the Public Registry of the Securities Market of the Superintendency of the Securities Market (Registro Público del Mercado de Valores de la Superintendencia del Mercado de Valores).

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

Its incorporation, amendments to its bylaws, the appointment and removal of its managers and other legal representatives, as well as any transfer of its equity rights must be registered before the Public Registry of Legal Entities of its domicile.

Branch of a Foreign Legal Entity (Sucursal)

Its establishment, amendments to its assigned capital and the appointment and removal of its permanent legal representative and other legal representatives must be registered before the Public Registry of Legal Entities of its domicile.

Philippines

Must secure business permits from the local government unit where it is located and register with the Bureau of Internal Revenue (BIR), Social Security System (SSS), Philippine Health Insurance Corporation (PHIC) and Home Development Mutual Fund (HDMF).

Poland

Initial registration filings are mandatory (after the execution of founding documents); annual filings may also be necessary. Any change of information disclosed in the business register (eg, change of the articles of association, change of the business name, changes in the management board or other corporate bodies, a change of shareholder) must also be filed and recorded within 7 days. Commercial companies, partnerships and branches are registered with the National Court Register (Krajowy Rejestr Sądowy), while representative offices are entered into a separate register. Like other correspondences with the registry court, all proceedings before the court take place online via official platforms.

Portugal

Not applicable.

Puerto Rico

Corporations

Initial registration, as well as annual filings, which includes an annual report with a balance sheet or audited financial statements, depending on the volume of business. In the case of corporations with a business volume of USD10 million or more, the annual report must include financial statements audited by a Certified Public Accountant (CPA) with a valid license from the Government of Puerto Rico.

Limited Liability Companies

Initial registration, as well as payment of an annual fee.

Romania

 Joint stock company (JSC) 

Initial registration is required, as well as annual filings. All resolutions of the general meetings of shareholders are required to be filed with the Trade Registry.

Limited liability company (LLC)

Initial registration is required, as well as annual filings. Only certain resolutions of the general meetings of shareholders are required to be filed with the Trade Registry.

Russia

Joint-stock company (public and non-public)

State registration of incorporation of a company and registration of the share issuance are required. 

Limited liability company

State registration of the company is required.

Saudi Arabia

Limited liability company

LLCs have to renew their foreign investment license issued by MISA and their commercial registration certificate issued by MOC upon expiry, and renew subscription to chamber of commerce annually.

Singapore

Limited liability company

Required to submit an annual return and their annual accounts to the ACRA and annual corporate tax return to the IRAS.  

However, if a company is an exempt private company that is solvent or a dormant company, they can make the appropriate declarations online instead of submitting their annual accounts. In addition, a dormant company may be exempted by IRAS from the need to submit its Income Tax Return (Form C) if it has been granted such a waiver.

South Africa

Private company

Private companies need to be registered with the CIPC.

This application is done online and must be accompanied by:

  • A certified identity document or passport (if the person is not a South African) of the applicant.

  • Certified copies of the identity documents or passports (if the person not a South African) of the directors and incorporators (foreign directors must undergo a foreign assurance process which entails the submission of notarized copies of their passport, email address and cell phone numbers, the process usually takes less than 24 hours and must be complete before incorporation.)

  • The name confirmation certificate (COR9.4) if the applicant has reserved a name which is not mandatory.

  • MOI: Standard or customized (CIPC's CoR 15.1A and CoR15.1B forms provide standard MOIs. Customized MOI's cannot be done online, and would have to be done manually). It is advisable to retain the services of a legal professional to assist with drafting a customized MOI.

  • CoR14.1 (Notice of Incorporation);
  • CoR14.1 Annexure A (Initial Directors of the Company);
  • a power of attorney (if applicable).

The applicant may in the MOI impose restrictions on the management and ownership of the company in respect of any of the alterable provisions of the Companies Act as well as by imposing on the company more onerous requirements in respect of unalterable provisions of the Companies Act.

For trust or company/juristic person as an incorporator, the resolution and certified copy of an identity document or passport copy (only if the representative is not South African) of the duly authorized representative must be attached.

Public company

Public companies must be registered with the CIPC, following the same process outlined above.

Registration must be accompanied by the following additional form which is available on the CIPC website:

  • CoR14.1 Annexure D (Notice of Company Appointments - it is mandatory to appoint an auditor, audit committee members and a company secretary).

External company

The following documents must be filed with the CIPC (together with a minimal registration fee) to register as an external company:

  • A notarial certified copy of the company’s constitutional documents, and if the documents are not in English they must be translated.

  • A CoR 20.1 form - the registration form advising CIPC that the foreign company wishes to carry on business within South Africa.

  • Annexure A to CoR 20.1 form - a list of the Directors of External Company.

  • A CoR 21.2 form - registration of the South African representative (a person authorised to accept services on behalf of the company).

  • A CoR 44 form - appointment of an auditor for the branch.

  • A certified copy of the identity document or passport (only if not a South African citizen) of the person who is applying for the establishment of the branch (most commonly a director of the foreign company).

All documents that are to be filed with the CIPC must be clear and legible. With CIPC making provision for documents to filed electronically the original documents are not required with the exception of certain documents which the CIPC may require a certified copied thereof. The process takes approximately 10 to 15 working days to complete. However, delays at the CIPC are a possibility. An external company must lodge its annual returns with the CIPC every year. As the board of directors of the foreign company will constitute the board for the branch, the branch does not need to appoint a local board. However, a public officer must be appointed for South African tax purposes.

South Korea

Joint-stock company (Jusik Hoesa)

Business registration with tax office is required within 20 days after the commencement of business.

Limited company (Yuhan Hoesa)

Business registration with tax office is required within 20 days after commencement of business.

Spain

Branch (Sucursal)

Branches in Spain need to be registered in the Commercial Registry and with the Spanish Tax Authorities. A branch will also need a tax identification number (NIF) to be identified as a taxpayer and for VAT purposes. In addition, certain activities or businesses may require specific licenses or registrations in special public registers.

Limited liability company (Sociedad Limitada)

  • Needs to be registered in the Commercial Registry and with the Spanish Tax Authorities
  • Will need to obtain a tax identification number (NIF) to be identified as a taxpayer and for VAT purposes
  • May require specific licenses or registrations in special public registers, if it performs certain activities or businesses

Joint-stock company (Sociedad Anónima)

  • Needs to be registered in the Commercial Registry and with the Spanish Tax Authorities
  • Will need to obtain a tax identification number (NIF) to be identified as a taxpayer and for VAT purposes
  • May require specific licenses or registrations in special public registers, if it performs certain activities or businesses

Sweden

Limited company (aktiebolag, AB)

Initial registration, annual filings of annual reports.

Trading partnership (handelsbolag, HB)

Initial registration. If an HB has a legal entity of a certain size as a co-owner, it must appoint an accountant and submit an annual report to the Swedish Companies Registration Office.

Limited partnership (kommanditbolag, KB)

Initial registration. If a KB has a legal entity of a certain size as a co-owner, a KB must appoint an accountant and submit an annual report to the Swedish Companies Registration Office.

Branch office (filial, Branch)

Initial registration, annual filing of the annual report of the foreign based company with the SCRO.

 

Switzerland

Stock corporation

Registration in commercial registry is required.

Taiwan, China

Company limited by shares

The company must apply for business registration with the tax authority after incorporation.

Closely-held company limited by shares

The CHC must apply for business registration with the tax authority after incorporation.

Limited company

The company must apply for business registration with the tax authority after establishment.

Branch office of a foreign company

The branch office must apply for business registration with the tax authority after registration with the MOEA.

Thailand

Any registration related to an entity must be filed with the DBD. Financial statements must also be filed annually.

Turkey

Initial registration and annual filings are required, as well as certain actions, such as amendment of articles of association.

Ukraine

Limited Liability Company

No separate business registration requirement except for state registration of the company itself (as outlined in the Incorporation Process section). If the company is operating in a regulated sector, special licenses or permits may be required. In addition, if a joint venture is established in Ukraine, this may require an Antimonopoly Committee of Ukraine approval.

Private Joint-Stock Company

Registration of share issue is required to launch business activity. No separate business registration requirements except for state registration of the company itself (as outlined in the Incorporation Process section). If the company is operating in a regulated sector, special licenses or permits may be necessary. In addition, if a joint venture is established, this may require an Antimonopoly Committee of Ukraine approval.

United Arab Emirates

LLC

Various documents required to be submitted to the DED licensing authority, including the application form for reservation of the trade name of the company and the application form for initial license approval, the board resolutions and corporate documents of the corporate shareholder, passport copies of the individual shareholders and the officers (directors/manager and general manager).

Branch

Various documents required to be submitted to the DED licensing authority, including the application form for reservation of the trade name of the branch and the application form for initial license approval, the board resolutions and corporate documents of the parent company, and the passport copies of the general manager together with a copy of their last UAE visa.

FZ-LLC

Various documents required to be submitted to the relevant free zone authority, including a business plan, applications for registration and license, the board resolutions and corporate documents of the corporate shareholder, passport copies of the individual shareholders and the officers (directors and manager) and the specimen signatures of the officers.

FZ-Branch

Various documents required to be submitted to the relevant free zone authority, including a business plan, applications for registration and license, the board resolutions and corporate documents of the parent company, passport copies of the individual shareholders and the general manager and the specimen signatures of the general manager.

Dual Licensee Branch

Various documents required to be submitted to the DED, including the no-objection letter obtained from the relevant free zone, the application form for initial license approval, the board resolutions and corporate documents of the parent company, and a passport copy of the general manager together with a copy of their last UAE visa.

United Kingdom

Private limited company

No separate business registration requirements. This may vary if the company is operating in a regulated sector.

Limited liability partnership (LLP)

No separate business registration requirements. This may vary if operating in a regulated sector.

Registered UK establishment

No separate business registration requirements.

United States

C corporation

Most states require initial registration, as well as annual filings.

S corporation

Most states require initial registration, as well as annual filings.

Limited liability company (LLC)

Most states require initial registration, as well as annual filings.

Vietnam

With respect to foreign investments, initial investment registration and post-business formation registration are required. Subsequently, any change to any content of the IRC or the ERC must be registered with and/or notified to the local authorities.

Reports on the implementation of investment projects are also required to be submitted to the relevant licensing authority quarterly and annually.