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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.

    Last modified 27 Jun 2024

  • 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.

    Last modified 27 Jun 2024

  • 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.

    Last modified 27 Jun 2024

  • 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.

    Last modified 27 Jun 2024

  • 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).

    Last modified 27 Jun 2024

  • 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.

    Last modified 27 Jun 2024

  • 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.

    Last modified 27 Jun 2024

  • 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.

    Last modified 27 Jun 2024

  • 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.

    Last modified 27 Jun 2024

  • Annual company tax returns

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

    Last modified 27 Jun 2024

  • 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.

    Last modified 27 Jun 2024

  • 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.

    Last modified 27 Jun 2024

  • Exit strategy

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

    Last modified 27 Jun 2024

  • Annual corporate maintenance requirements

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

    Last modified 27 Jun 2024

  • Director / officer requirements

    Not applicable for this jurisdiction.

    For more information on directors’ duties, see our Global Guide to Directors’ Duties.

    Last modified 27 Jun 2024

  • Local corporate secretary requirement

    Not applicable for this jurisdiction.

    Last modified 27 Jun 2024

  • Local legal or admin representative requirement

    Not applicable for this jurisdiction.

    Last modified 27 Jun 2024

  • 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.

    Last modified 27 Jun 2024

  • Other physical presence requirements

    Not applicable for this jurisdiction.

    Last modified 27 Jun 2024

  • Sufficiency of virtual office

    Not applicable for this jurisdiction.

    Last modified 27 Jun 2024

  • 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.

    Last modified 27 Jun 2024

  • 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.

    Last modified 27 Jun 2024

  • 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.

    Last modified 27 Jun 2024

  • Restrictions regarding appointment of nominee shareholders or directors

    Not applicable for this jurisdiction.

    Last modified 27 Jun 2024

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

    Not applicable for this jurisdiction.

    Last modified 27 Jun 2024

  • 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.

    Last modified 27 Jun 2024

  • 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

    Last modified 27 Jun 2024

  • 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.

    Last modified 27 Jun 2024

  • Removal of directors or officers

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

    Last modified 27 Jun 2024

  • Required and optional officers

    Not applicable for this jurisdiction.

    Last modified 27 Jun 2024

  • Board meeting requirements

    Not applicable for this jurisdiction.

    Last modified 27 Jun 2024

  • 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.

    Last modified 27 Jun 2024

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

    Not applicable for this jurisdiction.

    Last modified 27 Jun 2024

  • 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.

    Last modified 27 Jun 2024

  • Requirement regarding par value of stock

    Not applicable for this jurisdiction.

    Last modified 27 Jun 2024

  • Increasing of capitalization if needed

    Not applicable for this jurisdiction.

    Last modified 27 Jun 2024

  • 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.

    Last modified 27 Jun 2024

  • 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.

    Last modified 27 Jun 2024

  • 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.

    Last modified 27 Jun 2024

  • Summary of "know your client" requirements

    Not applicable for this jurisdiction.

    Last modified 27 Jun 2024

  • 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.

    Last modified 27 Jun 2024

  • 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.

    Last modified 27 Jun 2024

  • Process of purchasing and utilizing a shelf company

    Not applicable for this jurisdiction.

    Last modified 27 Jun 2024

  • 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
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Local corporate secretary requirement

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Argentina

Not applicable for this jurisdiction.

Last modified 27 Jun 2024

Australia

Branch

Not required to have a secretary.

Proprietary company

Not required to have a company secretary, but if a company has 1 or more, at least 1 of them must ordinarily reside in Australia.

Public company

Must have at least 1 company secretary, and at least 1 company secretary must ordinarily reside in Australia.

Last modified 27 Jun 2024

Austria

Stock corporation (AG)

Not applicable for this jurisdiction.

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

Not applicable for this jurisdiction.

Last modified 27 Jun 2024

Bahrain

With Limited Liability (WLL)

Not applicable .

Closed Shareholding Company (BSC(c))

Not applicable.

 

Foreign Branch (Branch)

Not applicable.

Last modified 21 Jun 2024

Belgium

Public limited company (société anonyme/naamloze vennootschap)

Not applicable for this jurisdiction.

Limited company (société à responsabilité limitée/besloten vennootschap)

Not applicable for this jurisdiction.

Belgian branch office of a foreign company

Not applicable for this jurisdiction.

Last modified 21 Jun 2024

Brazil

Limited liability company (Sociedade Limitada)

Not applicable for this jurisdiction.

Corporation (Sociedade Anônima)

Not applicable for this jurisdiction.

Last modified 24 Jun 2024

Canada

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

Not generally required.

Last modified 24 Jun 2024

Chile

Not applicable for this jurisdiction.

Last modified 24 Jun 2024

China

Not required.

Last modified 24 Jun 2024

Colombia

There is no requirement to designate a secretary.

Last modified 24 Jun 2024

Czech Republic

Not applicable for this jurisdiction.

Last modified 24 Jun 2024

Denmark

Limited liability company (Kapitalselskab)

There is no requirement for a local corporate secretary in Denmark.

Last modified 24 Jun 2024

Egypt

Not applicable for this jurisdiction.

Last modified 30 Aug 2023

Finland

Osakeyhtiö (Oy)

Not applicable for this jurisdiction.

Last modified 2 Aug 2023

France

Société par actions simplifiée (SAS)

Not applicable.

Société à responsabilité limitée (SARL)

Not applicable.

Société anonyme (SA)

Not applicable.

Last modified 1 Jul 2024

Germany

GmbH – limited liability company

None.

Last modified 25 Jun 2024

Greece

Not applicable for this jurisdiction.

Last modified 27 Jun 2024

Hong Kong, SAR

Limited private companies

Company secretary must be either a Hong Kong corporate or an individual who is a Hong Kong resident (who cannot also be the sole director of the company).

Last modified 25 Jun 2024

Hungary

Not applicable for this jurisdiction.

Last modified 25 Jun 2024

India

Private limited company

Must appoint a company secretary where the paid-up capital of the company exceeds INR100 million. Until such threshold, the company may appoint a third-party service provider to manage corporate compliance.

Last modified 22 May 2023

Indonesia

Limited liability company

Generally, not legally required, unless it is a publicly listed company.

Last modified 25 Jun 2024

Ireland

Private company limited by shares (LTD)

A company secretary must be appointed. Unless a LTD has only 1 director, it is possible for a director of the company to also act as company secretary. A body corporate may act as company secretary.

External company

Determined by the laws of the jurisdiction of incorporation.

Last modified 25 Jun 2024

Israel

Company

None beyond the required director.

Branch / representative office

Required to register the name and address of a person residing in Israel who is authorized to accept judicial documents and other notices on behalf of the Foreign Company.

Last modified 1 Jul 2024

Italy

Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

Not applicable for this jurisdiction.

Last modified 24 Jun 2024

Japan

Registered branch

None.

Kabushiki-Kaisha (KK)

None.

Godo-Kaisha (GK)

None.

Last modified 25 Jun 2024

Luxembourg

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

None.

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

None.

Special limited partnership (Société en commandite spéciale or SCSp)

None.

Last modified 7 Aug 2023

Malaysia

  • Must be a natural person and at least 18 years of age.

  • Must be a citizen or permanent resident of Malaysia who ordinarily resides in Malaysia and has a principal place of residence in Malaysia.

  • Must be a member of a body prescribed in the 4th Schedule of the Companies Act 2016 or a person licensed by the Companies Commission of Malaysia.

  • Must be an undischarged bankrupt under the Insolvency Act 1967.

  • Not convicted, whether in or outside Malaysia, of any offences prescribed under the Companies Act 2016.

Last modified 26 Jun 2024

Mauritius

The Companies Act also requires all companies other than small private companies to have a secretary and to be ordinarily resident in Mauritius.

A Global Business Corporation must have a management company duly licensed by the FSC as secretary. There is no statutory requirement for an Authorized Company to have a secretary in Mauritius but it must at all times have a registered agent in Mauritius who shall be a management company.

Last modified 1 Jul 2024

Mexico

S.A. de C.V.

The secretary is responsible to maintain and keep the corporate books updated. The corporate books shall remain in Mexico; thus, it is advisable to appoint a Mexican resident as secretary of the board of directors.

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

The secretary is responsible to maintain and keep the corporate books updated. The corporate books shall remain in Mexico; thus, it is advisable to appoint a Mexican resident as secretary of the board of managers.

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

The secretary is responsible to maintain and keep the corporate books updated. The corporate books shall remain in Mexico; thus, it is advisable to appoint a Mexican resident as secretary of the board of directors.

Last modified 26 Jun 2024

Netherlands

Branch office

None.

B.V. (private company with limited liability)

None.

Co-operative U.A.

None.

C.V. (a limited partnership)

None.

Last modified 26 Jun 2024

New Zealand

Limited liability company

Limited liability companies are not required to have a secretary.

Branch

Branches of overseas companies are not required to have a secretary.

Last modified 26 Jun 2024

Nigeria

Except small companies, every company, whether private or public, is required to have a company secretary. The qualifications of a company secretary depends on the type of company.

Private company

The person to be appointed a company secretary must have the requisite knowledge and experience to discharge the functions required of a secretary.

Public company

Any person to be appointed a Secretary of a Public Company must either be:

  • A member of the Institute of Chartered Secretaries of Nigeria, or
  • A Legal practitioner
  • A member of the Institute of Chartered Accountants of Nigeria or any other Body of accountants

  • A person who had held the office of the company secretary in a public company for 3 years of the 5 years preceding their appointment in a public company or

  • A body corporate or a firm of any of (a) – (d) above.

Last modified 26 Jun 2024

Norway

Not applicable for this jurisdiction.

Last modified 26 Jun 2024

Peru

Not applicable for this jurisdiction.

Last modified 28 Jun 2024

Philippines

Not applicable in general. Exception is a subsidiary that must have a secretary, who must be a resident and a citizen of the Philippines. The OPC is also required to have a secretary.

Last modified 28 Jun 2024

Poland

Not applicable for this jurisdiction.

Last modified 27 Jun 2022

Portugal

Not mandatory for any type of company, except for Stock Exchange listed companies.

Last modified 27 Jun 2024

Puerto Rico

Corporations

1 of the officers of the corporation is required to record the proceedings of the meetings of the shareholders and directors in a book to be kept for that purpose.

Limited Liability Companies

Not required, unless otherwise provided in the operating agreement.

Last modified 28 Jun 2024

Romania

Not applicable for this jurisdiction.

Last modified 28 Jun 2024

Russia

Joint-stock company (public and non-public)

Not applicable.

Limited liability company

Not applicable.

Last modified 27 Jun 2022

Saudi Arabia

Limited liability company

No local corporate secretary requirement.

Last modified 25 May 2023

Singapore

Limited liability company

Every company must appoint a company secretary within 6 months from its incorporation. The company secretary must be residing locally in Singapore, and they must not be the sole director of the company. For public companies, the secretary will need to fulfill certain eligibility criteria under the CA. The office of company secretary may not be left vacant for more than 6 months at any time.

Last modified 28 Jun 2022

South Africa

Private company and personal liability company

Not applicable for this jurisdiction unless required by the company's MOI.

Public company

Public companies are required to appoint a company secretary who must be a permanent resident of South Africa and must remain a resident while serving as company secretary.

External company

Regulated by the foreign company's place of incorporation.

Last modified 28 Jun 2024

South Korea

Joint-stock company (Jusik Hoesa)

None.

Limited company (Yuhan Hoesa)

None.

Last modified 28 Jun 2024

Spain

Branch (Sucursal)

Not required for branches.

Limited liability company (Sociedad Limitada)

A secretary is mandatory in case of a board of directors but does not need to be a Spanish resident.

Joint-stock company (Sociedad Anónima)

A secretary is mandatory in case of a board of directors but does not need to be a Spanish resident.

Last modified 27 Jun 2024

Sweden

Not applicable for this jurisdiction.

Last modified 28 Jun 2024

Switzerland

Stock corporation

None required.

Last modified 28 Jun 2024

Taiwan, China

None.

Last modified 1 Jul 2024

Thailand

There is no legal requirements for private companies, public companies or partnerships (registered or unregistered) to appoint a corporate secretary. However, companies listed on the Stock Exchange of Thailand are encouraged to appoint a company secretary to oversee the activities of the board of directors pursuant to the Policy Statement on Code of Best Practices of Directors of Listed Companies prescribed by the Stock Exchange of Thailand.

Last modified 26 Jun 2024

Turkey

Not mandatory.

Last modified 27 Jun 2024

Ukraine

Limited Liability Company

Secretarial position is not provided for LLCs.

Private Joint-Stock Company

A corporate secretary is mandatory for (i) public JSCs, (ii) banks, insurance companies, private pension funds and other JSCs which meet the criteria of a company with public interest and (iii) PJSCs with more than 100 shareholders. Secretarial position in other JSCs is optional. Supervisory board or board of directors is authorized to appoint the corporate secretary.

Last modified 1 Jul 2024

United Arab Emirates

LLC

Not required.

Branch

Not required.

FZ-LLC

Required  in most free zones (but optional in some), must be an individual secretary and not a body corporate.

FZ-Branch

Not required.

Dual Licence Branch

Not required.

Last modified 1 Jul 2024

United Kingdom

Private limited company

Optional (unless required by company's articles). If no company secretary is appointed, duties must be filled by a director or a person appointed by the director(s).

Limited liability partnership (LLP)

No statutory requirement. Requirements governed by LLP Agreement.

Registered UK establishment

Not applicable for this jurisdiction.

Last modified 1 Jul 2024

United States

For corporations, some states require a corporate secretary (eg, California), while other states do not (eg, Delaware).

An LLC does not need to have a corporate secretary.

Last modified 1 Jul 2024

Vietnam

Not applicable for this jurisdiction.

Last modified 31 May 2023

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