Not applicable for this jurisdiction.

Branch

A local agent is answerable for the doing of all acts, matters and things that the foreign company is required by or under the Corporations Act to do.

Proprietary company

Board of directors has overall management responsibility. Shareholders have no direct management rights but can appoint and remove directors by ordinary resolution.

Public company

Board of directors has overall management responsibility. Shareholders have no direct management rights but can appoint and remove directors by ordinary resolution (notwithstanding anything to the contrary in the constitution of the company or anything to the contrary agreed between the company and the relevant director), and shareholders may be required to approve certain corporate actions and significant transactions.

Stock corporation (AG)

Members of the management board are elected by the supervisory board and are the highest authority in the management of the corporation. Members of the management board may only be dismissed for certain reasons – for example, inability to manage or a vote against a member of the management board by the shareholders' meeting. Members of the management board must not be given orders by shareholders, and, in case such orders are given, they must be ignored.

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

Managing directors are elected by the shareholders' meeting and are the highest authority in the management of the corporation. Managing directors may be dismissed at any time, without stating any reasons (irrespective of any employment agreement). Managing directors can be given orders, and they are required to obey such orders (unless in conflict with the law).

With Limited Liability (WLL)

Directors are appointed by shareholders. Directors have an overall management responsibility. Shareholders have no direct management rights but can appoint and remove directors. Shareholders may be required to approve certain corporate actions and significant transactions.

Closed Shareholding Company (BSC(c))

Directors are appointed by shareholders. Directors have an overall management responsibility. Shareholders have no direct management rights, but can appoint and remove directors. Shareholders may be required to approve certain corporate actions and significant transactions.

Foreign Branch (Branch)

Directors are appointed by the parent company. Directors have an overall management responsibility.

Public limited company (société anonyme/naamloze vennootschap)

When it comes to the representation of the public limited company vis-à-vis 3rd parties, Belgian company law provides that, in the monistic board structure with a board of directors, the directors of a public limited company represent the public limited company as a board (ie, by the majority of the board members). The possibility exists, however, to include certain deviating representation rules in the public limited company's articles of association  (eg, representation by 2 directors).

In the dualistic board structure, it is the executive board which represents the public limited company vis-à-vis 3rd parties. The possibility exists, however, to include certain deviating representation rules in the public limited company's articles of association (eg, representation by 2 members of the executive board 

Shareholders have no authority to represent the public limited company.

Limited company (société à responsabilité limitée/besloten vennootschap)

When it comes to the representation of the limited company vis-à-vis 3rd parties, Belgian company law provides that each director, or, in case of a collegial body, the management body, represents the limited company vis-à-vis 3rd parties. It is, however, possible to include certain deviating representation rules in the limited company's articles of association.

Shareholders have no authority to represent the closed limited liability company.

Belgian branch office of a foreign company

The legal representative will have the authority to represent the foreign company in Belgium. In the resolution of the competent corporate body of the foreign company, their authority may be limited.

Limited liability company (Sociedade Limitada)

The managers are elected by the quotaholders and are responsible for the day-to-day management of the company's business. The managers are also responsible for representing the company before 3rd parties, in accordance with the provisions of the articles of association.

The articles of association (and/or a quotaholders’ agreement)  may set up certain limitations to the powers of the managers and keep major decisions to the approval of the quotaholders.

Corporation (Sociedade Anônima)

Directors are elected by the shareholders and are part of a decision-making body of the corporation which establishes broad policies and objectives. In contrast, officers are appointed by the directors to oversee day-to-day operations of the corporation. In case the corporation does not have a board of directors, the officers are elected by the shareholders' meeting and have full authority.

The law establishes certain matters that shall be decided exclusively by the shareholders. The bylaws (and/or a shareholders' agreement) may create additional limitations to the powers of the directors and officers.

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

Directors are elected by the shareholders (or may be appointed under a unanimous shareholder agreement) and are the highest authority in the management of the corporation and govern the organization by establishing broad policies and objectives. In contrast, officers are appointed by the directors to oversee day-to-day operations of the corporation. Shareholders may adopt a unanimous shareholders agreement to restrict powers of directors.

Corporation (Sociedad Anónima or S.A.)

Board of directors: The board of directors represents a company judicially and extrajudicially and is vested with all the powers of administration and disposition that the law or statute does not establish as privative of the shareholders’ meeting, without it being necessary to grant it any special power, even for those acts or contracts for which laws require this circumstance. The foregoing does not preclude the representation of the CEO. Consequently, there is not a list of matters submitted to the board of directors; instead, the law defines those matters that can only be agreed by the shareholders given their relevance.

In Chile, directors do not hold the power to represent the company individually. However, the board of directors as a body may delegate some of its powers to the main executives, managers, assistant managers or lawyers of the company; to a director or to a committee of directors; and, for specially determined objects, to other people.

Officers: In corporations, the board of directors must appoint a CEO. Law grants judicial representation of the corporation to the CEO, who also has the power granted by the board. The board may grant additional power of attorney to certain officers.

Shareholders: Each shareholder will have 1 vote for each share it owns. The shareholders meet in ordinary or extraordinary meetings. Law expressly defines which matters shall be discussed in each type of meeting. Ordinary meetings shall be held once a year to decide on the director’s election, the annual balance, the distribution of profits and appointment of external auditors, among other issues. Extraordinary meetings may be held at any time, when required by the company, to decide on any matter that the law or the bylaws provide to the knowledge of the shareholders' meetings and provided that such matters are indicated in the corresponding citation. Extraordinary shareholders’ meeting matters are the following: the dissolution of the company; the transformation, merger or division of the company and any amendments to its bylaws; the issuance of bonds or debentures convertible into shares; disposal of 50 percent or more of the company´s assets; the granting of guarantees to secure obligations of 3rd parties, except if these are subsidiaries, in which case board approval will be sufficient; early dissolution of the company; and bylaw amendments, among others.

Simplified Corporation (Sociedades por Acciones or SpA)

Determined by the bylaws. In case of silence, rules of private corporations will apply.

Directors are appointed by the sole shareholder or the shareholders’ meeting and are responsible for the management of a company and govern the organization by establishing broad policies and objectives. In contrast, general manager is appointed by the board of directors (or the sole director, as applicable) to oversee day-to-day operations of a company. 

General partnership (Sociedad Colectiva)

The partnership board is composed by all the partners of the company. It is the highest corporate body and can designate officers, legal representatives, statutory auditors and any other position. Some decisions must be unanimously agreed by the partners, such as authorizing total or partial assignment of participation in the company, but generally, majority is simple. Partners also hold a veto right with which they can oppose any proposal, and such opposition suspends the proposed activity or project until majority vote is obtained.

Limited partnership (Sociedad en Comandita Simple y por Acciones)

The partnership board is composed by all the partners of the company. It is the highest corporate body and can designate officers, legal representatives, statutory auditors and any other position. Decisions are adopted by the majority of managing partners, and the vote of a plural number of limited partners or share limited partners, depending on the case, that compose at least half of the company's capital. Decisions regarding management can only be taken by the managing partners.

Limited liability partnership (Sociedad de Responsabilidad Limitada)

The partnership board is composed by all the partners of the company. It is the highest corporate body and can designate officers, legal representatives, statutory auditors and any other position. Most decisions must be taken by the majority of the partners. Bylaw reforms must have the positive vote of 70 percent of the partners.

Corporation (Sociedad Anónima)

The shareholders general assembly is the highest corporate body and can designate offices, determine economic policies of the company and distribute profits. The board of directors is the highest management corporate body, a legal representative designated by the board of directors that permanently represents the company and a statutory auditor.

Simplified Stock company (Sociedad por Acciones Simplificada)

The shareholders general assembly is the highest corporate body, and the company must have a legal representative. Shareholders can designate a board of directors if they wish to and a statutory auditor. The shareholders general assembly is in charge of approving the company's financial statements, designating officers, managing the company and general activities.

Limited liability company

Managing directors are elected by shareholders' meeting and are the highest authority in management of a corporation. Managing directors may be dismissed at any time, without stating any reasons (irrespective of any employment agreement). Managing directors can request an order on business management from shareholders; however, they must always act with due care.

Managing directors represent a company towards 3rd parties and run the company. Their authorization has unlimited external legal effect and, thus, even binds the company if internal restrictions of their representational powers are violated.

Joint stock company

Members of management board are elected by shareholders and are the highest authority in the management of a corporation. Members of management board may be dismissed at any time, without stating any reasons. Members of management board can request an order from shareholders on business management; however, they must always act with due care.

Limited liability company (Kapitalselskab)

The executive board carries out the day-to-day management.

If the company has a board of directors, the board of directors is responsible for the overall management of the company and appoints and supervises the directors. If the company has a supervisory board, this board supervises the directors of the company.

A public limited company needs to have either a board of directors or a supervisory board. It is by far most common for a public limited company to have a board of directors.

Corporations

JSC's chairman, vice-chairman, managing director and, in case of LLCs and OPCs, their respective manager(s) shall represent and manage the company.

JSC

The Companies Law and AoA may reserve certain powers to the general assembly meeting, such as approving the financial statements, appointment and resignation of board members and amending AoA. All other powers, unless otherwise required by law, will be attributed to the BoD.

LLC

The Companies Law and AoI may reserve certain powers to the general assembly meeting, such as approving the financial statements, appointment and removal of managers, and amending of AoI.

Unless otherwise required by applicable law, all other powers will be attributed to managers.

OPC

Founder of an OPC reserves all powers of a general assembly meeting and may appoint and remove manager(s).

Branch

Manager(s) represent a branch and run it under supervision and guidance of foreign-based company and in accordance with applicable Egyptian Law.

RO

Manager(s) represent the RO and operate it under supervision and guidance of a parent company and in accordance with applicable Egyptian law.

Osakeyhtiö (Oy)

Directors of the board are elected by the shareholders and are the highest authority in the management of the Oy; they govern the organization by establishing broad policies and objectives. A managing director is appointed by directors to manage the day-to-day operations of the Oy. Board of directors issues instructions regarding allocation of work between the board of directors and the managing director. The managing director is always authorized to represent the company and sign documents on its behalf in matters related to the day-to-day management of the company.

Société par actions simplifiée (SAS)

The president is the highest authority in the management of the SAS and governs the organization by establishing broad policies, objectives and oversee day-to-day operations of the SAS.

Société à responsabilité limitée (SARL)

The manager is appointed by the vote of shareholders. He has the broadest powers to act in the SARL's interests, subject to powers that may be expressly attributed to the shareholders.

Société anonyme (SA)

Board of directors: the managing director (ie, CEO or Directeur Général) has broadest powers to act in the SA's interests, with full authority to manage the SA and represent it vis-à-vis third parties.

Executive board and supervisory board: The executive board is vested with full authority to manage the SA. In principle, the chairman of the executive board represents the company vis-à-vis third parties. The supervisory board's sole function is to control the company's executive bodies.

GmbH – limited liability company

The shareholders’ meeting is the highest corporate body. It can issue binding instructions to the directors to carry out certain actions, decide on rules of procedure and/or the basic direction of the business. To the extent legally permissible the articles of association can define the authority and the limitations (i.e. there needs to be a core competency for the managing directors). A number of actions are mandatory managing directors' responsibilities (such as filing for insolvency).

The managing directors represent the company vis-à-vis 3rd parties and run the company. Their power of attorney has unlimited external legal effect, and, thus, even binds the company if internal restrictions of their representational powers have been violated.

Directors represent a company and act in its name in all activities that are covered by the company's scope and provided within AoAs.

Limited private companies

Directors are appointed by the shareholders or the board (if permitted by the articles of association), and the board of directors is the highest authority in the management of the corporation and governs the organization by establishing broad policies and objectives. In contrast, officers may be appointed by the directors to oversee day-to-day operations of the corporation.

General meeting of shareholders or quotaholders of a corporate entity is the primary decision-making body of a corporate entity, deciding on major strategic issues (eg, amendment of articles of association, increasing or decreasing registered capital, approving financial statements, dividend payment, transformation and dissolution of a corporate entity) and personal matters (eg, appointing and recalling directors or managing directors) of a corporate entity.

Directors or managing directors are appointed by the shareholders or quotaholders of a corporate entity, and they run the day-to-day operations. Directors or managing directors are entitled to represent or act on behalf of a corporate entity vis-à-vis 3rd parties.

Limitation on the right of representation of directors or managing directors is possible by applying a co-signature, where only the joint acts of 2 directors or managing directors will bind a corporate entity.

The representation right of a director or managing director may further be limited in the articles of association (eg , certain acts require approval of the shareholders' or quotaholders' meeting). However, such limitations are not effective vis-à-vis 3rd parties (ie, acts of a director or managing director will bind the corporate entity regardless of limitations, but a director or managing director may be liable vis-à-vis the corporate entity for a breach of limitations).

Private limited company

Directors are elected by the shareholders and are the responsible for the overall management of the company. They govern the organization by establishing broad policies and objectives. Directors are personally liable for breach of fiduciary duty, ultra vires acts, negligence, mala fide acts and breach of statutory duties.

Limited liability company

Members of the board of directors and the board of commissioners are appointed and dismissed by the general meeting of shareholders. The board of directors is responsible for making business decisions, overseeing the general affairs and running the day-to-day operations of the company and is supervised by the board of commissioners. Limitations on the authority of the board of directors in general are provided for under the Indonesian Company Law and may be further stipulated in the articles of association of the company.

Private company limited by shares (LTD)

Authority for management of the company's affairs is typically delegated collectively to the board of directors in the constitution with certain fundamental decisions relating to the company being reserved for the shareholders (eg, changes to the company's constitution).

External company

Determined by the laws of the jurisdiction of incorporation.

Company

Directors are elected by the shareholders and are the highest authority in the management of the company, and govern the organization by establishing broad policies and objectives. In contrast, the general manager is appointed by the directors to oversee day-to-day operations of the company.

Branch / representative office

Required to execute a power of attorney in favor of a person regularly residing in Israel, authorizing him to act in its name.

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

• The limited liability company is managed by an administrative body, appointed by the quota-holder’s meeting (except for the 1st directors, who are appointed in the deed of incorporation).

• Directors are elected by the quota-holders and are the highest authority in the management of the company. A S.r.l. can be managed by:
  • A sole director or
  • A board of directors, composed by 2 or more members, or
  • Two or more directors acting jointly or severally.
• Directors can also be quota-holders.
• The directors are jointly liable towards the company for damages arising from the failed observance of their duties, imposed by law and by the deed of incorporation for the management of the company. However, directors proving  to be not in fault and having opposed to that specific transaction to be carried out, are deemed as not liable.
• The remuneration for their office is not mandatory.

Società per azioni (S.p.A.)

• The joint stock company is managed by an administrative body, appointed by the shareholder’s meeting (except for the 1st directors, who are appointed in the deed of incorporation)

• It is possible to choose among (i) a sole director or (ii) a board of directors
• The directors must fulfil their duties, in accordance with the provisions set forth by the law and the articles of associations, and with the diligence required by the type of appointment and their specific competences. They are jointly liable towards the company with respect to the damages arising from the non-fulfilment of such duties, provided that they are not specific powers of the executive committee or they are concrete functions exercised by 1 or more directors. They are jointly liable if, being aware of negative facts, they did not what they could to prevent the carrying out of such facts or to eliminate or mitigate the harmful consequences thereof. The directors of a joint stock company are also liable towards company’s creditors for the failed compliance with the obligations concerning the assets’ integrity.
• The remuneration for their office is not mandatory.

Registered branch

Depends on the governing law of the foreign company. No relevant provisions under Japanese law.

Kabushiki-Kaisha (KK)

Directors are the highest authority in the management structure of a KK and govern the organization.

Godo-Kaisha (GK)

Normally, members execute the business of a GK and such members represent the GK. A GK can also appoint specific members (ie, managing members) who execute the business. In this case, only the managing members represent the GK.

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

The manager or the board of managers, as the case may be, may carry out all acts necessary or useful to achieve the corporate object, except those reserved by law or the articles of incorporation/association to the shareholders.

Each manager shall represent the company against third parties and in legal proceedings, either as plaintiff or as defendant. The articles of incorporation/association may authorize 1 or more managers to represent the company in any instruments or in legal proceedings, either alone or jointly.

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

The sole director or the board of directors, as the case may be, may carry out all acts necessary or useful to achieve the corporate object, except those reserved by law or the articles of incorporation/association to the shareholders.

The sole director or the board of directors, as the case may be, represent the company against third parties and in legal proceedings, either as plaintiff or as defendant. The articles of incorporation/association may authorize 1 or more directors to represent the company in any instruments or in legal proceedings, either alone or jointly.

Special limited partnership (Société en commandite spéciale or SCSp)

Unless otherwise provided in the limited partnership agreement, each manager of the SCSp may carry out all acts necessary or useful to achieve the corporate purpose, except those reserved by law or the limited partnership agreement to the partners.

Each manager represents the SCSp towards third parties and before any courts.

Not applicable for this jurisdiction.

According to the Companies Act, the business and affairs of a company is managed by or under the direction of the board. The company’s constitution will usually give the directors authority to take all day-to-day decisions concerning the operations of the company.

The company’s constitution may provide that certain decisions are taken only by the shareholders of the company. In addition, the Companies Act also provides that some powers of the company are only exercisable by its shareholders (such as putting the company into liquidation.)

S.A. de C.V.

The board of directors (as an organ, not the members individually) is elected by the shareholders and is the highest authority in the management of the corporation, governing the organization by establishing policies and objectives, provided that any shareholder or group of shareholders holding more than 25 percent of the capital stock shall have the right to appoint a director.

In contrast, officers are appointed by the board of directors or the shareholders to oversee day-to-day operations of the corporation.

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

The board of managers (as an organ, not the members individually) is elected by the partners and is the highest authority in the management of the entity, governing the organization by establishing policies and objectives. In contrast, officers are appointed by the board of managers or the partners to oversee day-to-day operations of the corporation.

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

The board of directors (as an organ, not the members individually) is elected by the shareholders and is the highest authority in the management of the corporation, governing the organization by establishing policies and objectives, provided that any shareholder or group of shareholders holding more than 10 percent of the capital stock shall have the right to appoint a director.

In contrast, officers are appointed by the board of directors or the shareholders to oversee day-to-day operations of the corporation.

Branch office

Determined by governing law of the head office.

B.V. (private company with limited liability)

Directors are elected by the shareholders’ meeting, and the board of directors is responsible for making major business decisions, overseeing the general affairs and running the day-to-day operations of the BV. The directors of the BV have collective powers and responsibilities. They share responsibility for all decisions and acts of the board and for the acts of each individual director. If the board of directors has appointed any proxy holders (officers), their authority to represent the BV is limited by the content of the powers granted to them.

Co-operative U.A.

Board members are elected by the meeting of members, and the management board is responsible for making major business decisions, overseeing the general affairs and running the day-to-day operations of the co-operative. The board members of the co-operative have collective powers and responsibilities. They share responsibility for all decisions and acts of the board and for the acts of each individual board member. If the management board has appointed any proxy holders (officers), their authority to represent the co-operative is limited by the content of the powers granted to them.

C.V. (a limited partnership)

The general partner is responsible for making major business decisions, overseeing the general affairs and running the day-to-day operations of the CV. The partnership agreement can provide for the possibility that the partners elect a management committee, which will manage the day-to-day business activities of the CV and carry out the business and activities of the CV on behalf of the general partner in accordance with the power granted to them by the general partner.

Limited liability company

The Board has overall management responsibility. Shareholders have no direct management rights but can appoint and remove directors and may be required to approve certain corporate actions (including major transactions, the issue of shares where shareholders have pre-emptive rights, share buy-backs and the revocation/adoption of a constitution). If a non-director shareholder is involved in the management and governance, they could be deemed a director. Additionally, directors have obligations under the Companies Act with which they must comply when exercising their power and authority as directors. Any failure to comply with these obligations could lead to personal liability for those directors.

Branch

No liability in New Zealand for a person who is authorized to accept service on behalf of a branch.

A company typically acts through 2 major organs: (i) the board of directors and (ii) its members in general meeting. The articles of association of a company usually expressly states the powers of the organs of the company, subject to mandatory provisions of the Nigerian Company Law. Under the Nigerian Company Law, the board of directors is vested with the day-to-day management of the company and each director is required to act in good faith and with diligence. The authority to manage and administer the daily affairs of the company may be delegated to appointed executive officers by the board of directors. With the exception to the mandatory provisions of the Nigerian Company Law, the members in general meeting may act where there is deadlock on the board, to ratify actions of the board or institute legal proceedings in the name and on behalf of the company. It is important to note that the acts of directors are binding on the company and the directors can exercise most of the powers of the company, save for some specific powers which are restricted to the shareholders’ decision at a general meeting. However, where a person is not duly appointed as a director, his acts shall not bind the company and he will be personally liable for such acts.

Private LLCs and public LLCs

• Director's authority consists of managing the company. The board of directors shall ensure a proper organization of the business and draw up plans, guidelines and budgets for the company's business. The board of directors shall keep itself informed of the company's financial position and is obliged to ensure that its activities, accounts and capital management are subject to adequate control. The board of directors shall effectuate any inspections they consider necessary. The board of directors shall supervise the day-to-day management and may issue instructions to the general manager. If the company does not have a general manager, the chairperson is responsible for the day-to-day management of the company as well.
• The general manager's authority consists of the responsibility for the day-to-day management. The manager shall comply with the guidelines and instructions issued by the board of directors. The day-to-day management does not comprise matters of an unusual kind or major importance. The general manager shall ensure that the company's accounts are in accordance with statutory law and regulations, and that the capital management is properly organized.
• The shareholder's authority consists of exercising the supreme authority in the company through the general meeting. The authority can only be exercised through a summoned general meeting and is superior to all other corporate bodies. The general meeting can pass decisions in all matters, except when authority is assigned to another body through law.

Partnerships with unlimited liability

• If a board of directors is appointed, the director's authority consists of managing the company. The board of directors shall ensure a proper organization of the business and draw up plans, guidelines and budgets for the company's business. The board of directors shall keep itself informed of the company's financial position and is obliged to ensure that its activities, accounts and capital management are subject to adequate control. The board of directors shall effectuate any inspections they consider necessary. The board of directors shall supervise the day-to-day management and may issue instructions for the general manager. 
• The general manager's authority consists of the responsibility for the day-to-day management. The manager shall comply with the guidelines and instructions issued by the board of directors. The day-to-day management does not comprise matters of an unusual kind or major importance. The general manager may decide matters under authorization from the board of directors in each case or whenever the board of directors' decision cannot be awaited without major inconvenience to the company. The general manager shall ensure that the company's accounts are in accordance with statutory law and regulations, and that the capital management is properly organized.
• The partner's authority consists of exercising the supreme authority in the company through the partnership meeting. The authority can only be exercised through a summoned partnership meeting. The partnership meeting is superior to all other corporate bodies. The partnership meeting can pass resolutions in all matters, except when authority is assigned to another body through law.

This summary of authority and limitations is not exhaustive.

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.)

Board of directors: This corporate body has all powers to manage and legally represent the company, except in those matters that the law or the bylaws establish as privative of the shareholders’ meeting. The foregoing does not preclude the representation of the CEO. Consequently, there is not a list of matters submitted to the board of directors; instead, the law defines those matters that can only be agreed by the shareholders given their relevance.

In Peru, directors do not hold the power to represent the company individually. However, the board of directors as a corporate body may delegate some of its powers to the main executives, managers or lawyers of the company; to a director or to a committee of directors; and to other individuals.

Officers: In corporations, the board of directors (or the shareholders’ meeting when there is no board of directors) must appoint a CEO. Unless otherwise provided in the bylaws or expressly agreed by the general shareholders’ meeting or the board of directors, the CEO is presumed to have sufficient powers to: (i) enter into and execute the ordinary acts and contracts corresponding to the corporate purpose of the company; (ii) represent the company, with the general and special powers provided for in the Code of Civil Procedure and the powers provided for in the Arbitration Law; (iii) attend the meetings of the board of directors and of the shareholders and act as secretary in the same; and, (iv) issue certificates and certifications with respect to the contents of the books and records of the company. Additionally, the shareholders’ meeting and the board may grant additional (or less) powers of attorney to the CEO and other officers.

Shareholders: Each shareholder has 1 vote for each share it owns. At least an annual obligatory shareholders’ meeting shall be held, within the 1st 3 months of every year, in order to approve or reject the balance sheet and the other financial statements of the company, the distribution of profits, the appointment of the members of the board of directors (if applicable), among other matters. Other meetings may be held at any time, when required by the company, to decide on any matter that the law or the bylaws provide to the knowledge of the shareholders' meetings and provided that such matters are indicated in the corresponding citation.

Matters that may be discussed by the general shareholders’ meeting are the following: (i) the removal of the members of the board of directors; (ii) any amendment to the bylaws; (iii) the increase or decrease of the capital stock; (iv) the issuance of debentures; (v) the disposal, in a single act, of assets which book value exceeds 50 percent of the capital stock of the company; (vi) the execution of special investigations and audits; (vii) the transformation, merger, spin-off, reorganization and dissolution of the company, as well as its liquidation, among others.

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

Determined by the bylaws. In case of silence, rules of the corporations (sociedad anónima or S.A.) will apply.

Generally not applicable.

Exception is a subsidiary where directors exercise all corporate powers, conduct all business and control all property of the corporation. Officers exercise powers granted to them by law and the corporation's bylaws. Their acts are limited by instances when approval and/or ratification of the stockholders is necessary as provided by the Revised Corporation Code of the Philippines (eg, to amend articles of incorporation and bylaws, extend/shorten corporate term, increase/decrease capital stock, declaration of stock dividends).

Partnerships

Partnerships are represented by their partners with possible modifications. Professional partnerships may appoint a management board.

Corporations

In commercial companies, management board members represent the company and manage its affairs, whether in court or out of court. These rights may be limited only by law, the articles of association (statutes) and resolutions of shareholders. Shareholders have equal rights and equal obligations in the company, unless applicable laws or the company's articles of association (statutes) provide otherwise.

Under the articles of association (statutes), personal rights may be conferred upon an individual shareholder. Such rights may include the authorization to appoint or remove members of the management board or the supervisory board, or the entitlement to receive special pay-outs from the company.

• Directors

A company is bound by the acts performed by the directors on behalf of the company. Bylaws set the binding rules and its mechanisms, such as the number of directors’ signatures required.

The general rule is that the simple majority of the directors will bind the company. Nevertheless, the company’s bylaws may determine that a fewer number of signatories is required. In order for any written document validly bind the company it must be signed by the director(s) in such capacity.

The directors may also be shareholders. Directors are bound by the resolutions of the shareholders, by law and the bylaws, and act only on the company’s best interest. In that sense, directors are independent from the shareholders and do not have to follow the instructions of a specific shareholder.

• Shareholders

Shareholders have the powers to resolve on structural issues in connection with the company, namely the change of bylaws, capital contributions of the shareholders, removal of directors, yearly approval of accounts, among others. Acquisition and sale of real estate property and participations in other companies are also subject to the shareholders’ decision, unless otherwise provided for in the company’s bylaws. Shareholders may only resolve on management matters following a specific request of the directors.

Corporations

Directors

The board of directors (the board) controls the business of the corporation, in the manner and to the extent set forth in the   articles of incorporation and bylaws. Some basic board functions include selecting officers, controlling executive compensation, delegating administrative authority to a committee, determining dividend payments and supervising the welfare of the whole enterprise. The board possesses this authority without consulting with or obtaining the   consent of the shareholders. However, the board’s powers extend only to the ordinary and regular course of business of  the corporation. The board does not have unlimited power to deal with property and affairs of a corporation; instead, their powers are conferred so that the corporation's business can be transacted for the profit of the shareholders. Similarly, the directors' authority does not extend to changes of a fundamental character in the corporation.

Officers

Officers are responsible for the management and day-to-day operations of a corporation and are appointed by the board. Generally, the officers of a corporation are enumerated in its bylaws and include a president, vice-president, secretary, treasurer and sometimes others. The president is responsible for the overall day-to-day activities of the corporation (some of which are often delegated to other officers).

The president signs major contracts, stock certificates and other legal documents, as required. The president acts under the direction of the board.

The treasurer is responsible for the financial matters of the corporation. The treasurer is the only officer, absent express contrary provision in the bylaws or charter documents, to receive and keep funds of the corporation and  is bound to disburse the funds only under the orders of the board or other officers in charge of the corporate business.

The secretary is charged with maintaining the corporate records of the corporation and preparing minutes of board and shareholder meetings. The secretary may also be required to provide certification for banks or other financial institutions and may also be required to provide requested copies of corporate documents.

Shareholders

As a general rule, shareholders are not permitted to act on behalf of the corporation. All the capacity of a corporation is vested in its board, and all its authority is supposed to be exercised by the board. It is the function of the board to manage and conduct the business of the corporation through the corporation's officers. The shareholders (ie, those who are not also directors or officers of the corporation) have no authority to act for the corporation. They are limited to acting in an advisory capacity only, to electing directors or to approving or disapproving such measures as are submitted to them by the board. The mere ownership of a majority of shares does not give a particular shareholder authority to act for the corporation.

The powers of management vesting in the shareholders as a body are few. They control the affairs of the corporation, while it exists and does business, through the directors appointed by them, which in turn manage the corporation through officers appointed by them. Typically, they have the right and power to hold meetings, elect directors, remove directors and increase or decrease the capital stock.

Limited Liability Companies

Members, much like shareholders, have no authority to act for the LLC, unless the operating agreement so establishes. They control the affairs of the LLC, while it exists and does business, through the managers appointed by them. The powers and authority of the members are established in the operating agreement.

If the operating agreement allows for directors and officers, their authority and limitations are generally established in the LLC's operating agreement.

Directors: Directors' rights (eg, to manage the company, to represent the company towards third parties, to draft the annual report accompanying the annual/quarterly financial statements of the company and business plan) are designed in a broad manner in order to allow for flexible management of the company. All such rights must be exercised within the limits set forth by the applicable legislation, the articles of association and the shareholders' resolutions.

Directors’ rights (eg, to manage the company, to represent the company towards third parties and to draft the annual report accompanying the annual/quarterly financial statements of the company and business plan) are designed in a broad manner in order to allow for flexible management of the company. All such rights must be exercised within the limits set forth by the applicable legislation, the articles of association and the shareholders' resolutions.

Joint-stock company (public and non-public)

The general shareholders' meeting, the highest management body of the company, is responsible for major decisions regarding the company (eg, amending the charter, reorganization and liquidation, approving annual reports and some deals, and other decisions provided for by the charter).

Members of the board of directors are elected by the shareholders. The competence of the board of directors is determined by the law and the charter of the company (responsible for overseeing the general affairs of the company).

In a company with less than 50 shareholders, the charter of the company may provide that the functions of the board of directors of the company shall be carried out by the general shareholders' meeting.

The sole executive body (ie, managing director or managing director and directorate) is responsible for day-to-day activities of the company.

Limited liability company

The general members' meeting, the highest management body of the company, is responsible for major decisions regarding the company (eg, amending the charter, reorganization and liquidation, increasing and decreasing the charter capital, approving annual reports and some deals, and other decisions provided for by the charter).

The charter of the company may provide for the formation of the board of directors whose members are elected by the members. The competence of the board of directors is determined by the law and the charter of the company (responsible for overseeing the general affairs of the company).

The sole executive body (ie, managing director or managing director and directorate) is responsible for day-to-day activities of the company.

Limited liability company

Directors are appointed by shareholders, either in the company's Articles of Association or a separate contract. Directors have the required authority to run day-to-day operations to the extent granted to them by the shareholders in a shareholders resolution or the Articles of Association.

Limited liability company 

Directors are typically nominated by the shareholders and are the highest authority in the management of the Corporation. They govern the organization by establishing broad policies and objectives unless otherwise required by the CA or the constitution of the company.

The Companies Act gives the board of directors the authority to exercise all of the powers and to perform any of the companies of the company, except to the extent the Companies Act or the company’s MOI provides otherwise.

Directors owe fiduciary duties, as well as a duty of care and skill, to the companies on whose boards they serve (as opposed to the shareholders who elected them). This is governed by the Companies Act as well as the common law.

A board of directors of a private or public company will only require shareholder approval for proposed actions in limited circumstances set out in the Companies Act or a company's MOI.

Joint-stock company (Jusik Hoesa)

• General meeting of shareholders is the ultimate decision-making body that determines fundamental matters regarding the company's structure and management, pursuant to the KCC or the company's AOI.
• Board of directors, which is comprised of directors who are elected at the general meeting of shareholders, determines important matters related to daily operations of the company not specially reserved to be determined by the general meeting of shareholders, pursuant to the KCC or the company' AOI.

• Representative director or executive officer, who is elected by board of directors, is the administrative arm responsible for implementing the decisions of the general meeting of shareholders and board of directors with the authority to bind the company.

• Statutory auditor(s) supervise(s) the management of the company's business and audits the company' accounts.

Limited company (Yuhan Hoesa)

• General meeting of members is the ultimate decision-making body which determines fundamental matters.
• Directors, who are elected at the general meeting of members, decide important matters related to daily operations of the company not specially reserved for determination by the general meeting of members by a majority vote.
• Director (in case a limited company has 1 director) or representative director who is elected at the general meeting of members (in case a limited company has two or more directors) is the administrative arm responsible for implementing the decisions of the general meeting of members and directors with authority to bind the company.
• Statutory auditor(s) (if any) supervise(s) the management of the company' business and audits the company's accounts.

Branch (Sucursal)

A branch does not have directors or shareholders. However, a natural person must be designated as a branch representative (equivalent to a proxy of the principal company) and needs to have a specific delegation of power.

Limited liability company (Sociedad Limitada)

Directors are elected by shareholders, are the highest authority in the management of the company, and manage and run the company. In contrast, empowered attorneys are appointed by the directors, who delegate powers to them.

Joint-stock company (Sociedad Anónima)

Directors are elected by shareholders, are the highest authority in the management of the company, and manage and run the company. In contrast, empowered attorneys are appointed by the directors, who delegate powers to them.

Limited company (aktiebolag, AB)

Directors of the board are elected by shareholders, are the highest authority in management of an AB and govern the organization by establishing broad policies and objectives. A managing director is appointed by directors to manage the day-to-day operations of an AB. Board of directors shall issue instructions regarding allocation of work between the board of directors and a managing director. A managing director is always authorized to represent the company and sign on its behalf in matters related to the day-to day management of a company.

Trading partnership (handelsbolag, HB)

In general, the management of the HB is less regulated than a limited company. The authority and limitations of partners authority is instead decided in accordance with the partnership agreement.

Limited partnership (kommanditbolag, KB)

In general, management of a KB is less regulated than a limited company. Authority and limitations of partners authority is instead decided in accordance with the partnership agreement.

Branch office (filial, Branch)

A managing director is appointed by a foreign company to manage all business operations of a branch. The managing director is always authorized to represent the branch and sign on its behalf in all matters.

Stock corporation

The board of directors is elected by the general meeting of shareholders and is the managing body. It has the authority to represent the stock corporation with respect to third parties and has certain non-transferrable duties that cannot be delegated to officers (eg, overall management, determination of the organization, organization of the accounting, financial control and financial planning systems, appointment, supervision and dismissal of officers and compilation of the annual report). Officers may be appointed by the board of directors to oversee day-to-day operations of the corporation.

Company limited by shares

The chairman, directors and supervisor are the "responsible persons" of the company and required to conduct the business of the company in good faith and exercise the due care of a good administrator. Officers are appointed by the board to oversee the day-to-day operations of the company.

Closely-held company limited by shares

The chairman, directors and supervisor are the "responsible persons" of the CHC and required to conduct the business of the CHC in good faith and exercise the due care of a good administrator. Officers are appointed by the board to oversee the day-to-day operations of the company.

Limited company

The director(s) is the "responsible person" of the company and is required to conduct the business of the company in good faith and exercise the due care of a good administrator.

Branch office of a foreign company

The branch manager is the "responsible person" of the branch office and is required to conduct the business of the branch office in good faith and exercise the due care of a good administrator.

Not applicable for this jurisdiction.

Authority of directors

The non-delegable and indispensable duties and powers of the board members are as follows

• Top-level management of the company and giving instructions in this regard
• Determination of company's management organization
• Establishment of a necessary system for financial planning to the extent required, and for accounting, finance audits and managing the company
• Appointment and dismissal of managers and persons performing same function and authorized signatories
• High-level supervision of whether the persons in charge of management act in accordance with the law, articles of association, internal regulations and written instructions of the board of directors

• Keeping the share ledger, resolution books of the board and the general assembly meeting and discussion register, preparation of the annual report and corporate governance disclosure and submission thereof to the general assembly, organization of general assembly meetings and enforcement of general assembly resolutions

• Notifying the court regarding the company's state of excess of liabilities over assets

Authority of shareholders

The non-delegable and indispensable duties and powers of the general assembly of shareholders are as follows:

• Amendment of articles of association
• Nomination, dismissal and acquittal of the board of directors and determination of their term of office, powers, salaries and attendance fee, premium and bonus,
• Nomination and dismissal of auditor with the excluding situations mentioned in the Turkish Commercial Code
• Obtaining resolutions regarding financial statements, annual report of board of directors, how to use annual profit, determination of profit and earning shares, reserve funds to be added to capital or profit to be distributed, and usage
• Termination of company in the situations mentioned in the Turkish Commercial Code
• Wholesale of company assets

Authority of managers

The non-delegable and indispensable duties and powers of the managers are as follows:

• To execute ultimate direction and management and to give necessary instructions
• To determine partnership management organization in accordance with law and articles of association
• To develop accounting, financial auditing and financial planning if necessary for the management of a partnership
• To supervise whether persons to whom one or more divisions of partnership management have been entrusted, are acting in accordance with law, articles of association, internal regulations and instructions
• To establish a committee for early risk detection and management, except for small sized partnerships with limited liabilities
• To prepare partnership's financial statements, annual report and, where necessary, group of companies' financial statements and annual report
• To organize general assembly meeting and to execute general assembly resolutions
• To notify the court that partnership’s liabilities exceed its assets

Authority of partners

The non-delegable and indispensable duties and powers of the general assembly of partners are as follows:

• Amendment of articles of association
• Nomination and dismissal of managers
• Nomination and dismissal of the community auditor and auditors
• Approval of community annual financial statements and annual activity report
• Approval of year-end financial statements and annual activity report, determination of profit and earning shares

• Determination of managers' salaries and their discharge

• Approval of transfer of principal capital shares
• Requesting court to remove a partner from a company
• Authorization of a manager to acquire the company's own shares or approval of such acquisition
• Termination of a company
• Passing resolutions on issues that general assembly is authorized by law or articles of incorporation or that directors present to general assembly

Limited Liability Company

They owe fiduciary duties to the company, including a duty to promote the success of the company for the benefit of the participants as a whole. Their authorities are usually limited by company's charter. There are additionally several cases where director's powers are limited by law (eg, with regard to execution of material and related party transactions).

The charter may establish positions of other officials (eg, members of supervisory board), and their authorities and liabilities in this case will additionally be determined by the charter.

The law establishes exclusive competence of the general meeting of participants which cannot be delegated to other corporate bodies. At the same time, the general meeting of participants is entitled to resolve on any matters related to LLC business activity, except for matters assigned to the exclusive competence of other corporate bodies by law or LLC's charter.

Participants generally exercise an indirect influence over the management of the company through their residual power to appoint and remove directors. Material decisions (such as amending the charter, approval of significant and related-party transactions, and declaration of dividends) require participants' approval. Level of shareholder approval (majority of votes, 75 percent, unanimous voting or other) depends on the decision being made and is established by law and/or charter of the company.

Private Joint-Stock Company

Directors' powers are limited statutory (eg, with regard to execution of material and related party transactions) and can be additionally limited by the charter.

The law establishes exclusive competence of the general meeting of shareholders which cannot be delegated to other corporate bodies. At the same time, the general meeting of shareholders is entitled to resolve on any matters related to PJSC business activity, except for limited cases restricted by law.

Shareholders generally exercise an indirect influence over the management of the company through their residual power to appoint and remove directors. Material decisions require shareholders, or supervisory board/board of directors approval. Level of shareholder approval (50 percent, 75 percent or 95 percent) varies based on the decision being made.

The JSC Law introduced a one-tier and two-tier governance structure of the JSC:

• a one-tier governance structure consists of a general meeting of shareholders and a board of directors. Board of directors includes the executive directors who manage JSC’s day-to-day activity and may include non-executive directors who oversee and control the executive directors and the JSC. Non-executive directors may be independent directors if they meet the established criteria. 
• a two-tier governance structure consists of a general meeting of shareholders, supervisory board and executive body (board of directors or sole director). Executive body is responsible for the management of the JSC and supervisory board for controlling the executive body. 

LLC

The directors/managers have full authority to manage the business of the LLC and their actions are binding. Note that this does not cover all activities, such as opening bank accounts, signing checks etc., which require explicit mention in any appointment mandate. It is possible to limit the authorities of the general manager by including limited authorities in the memorandum of association or by issuing a limited power of attorney in their favor.

Branch

The general manager has authority to manage the business of the branch and his actions are binding. Note that this does not cover all activities, such as opening bank accounts and signing checks, which require explicit mention in any appointment mandate. The parent company can however limit the authorities of the general manager by issuing a limited power of attorney in their favor.

FZ-LLC

The directors have the full authority to manage the business of the company and their actions are binding. It is possible to limit the authorities of the manager by issuing a limited power of attorney in their favor.

FZ-Branch

The general manager has the authority to manage the business of the company and his actions are binding. It is possible to limit the authorities of the general manager by issuing a limited power of attorney in their favor.

Dual Licensee Branch

The general manager has authority to manage the business of the branch and his actions are binding. Note that this does not cover all activities, such as opening bank accounts and signing checks, which require explicit mention in any appointment mandate. The parent company can, however, limit the authorities of the general manager by issuing a limited power of attorney in their favor.

Private limited company

Directors are responsible for the day-to-day management of the company. They owe fiduciary duties to the company, as well as statutory duties as outlined in the Companies Act 2006 including a duty to promote the success of the company for the benefit of the shareholders as a whole.

Shareholders generally exercise only an indirect influence over the management of the company through their residual power to appoint and remove directors. Material decisions (such as a change to the articles of association, the issuance of shares or the declaration of dividends require shareholder approval). Level of shareholder approval (greater than 50 percent or 75 percent or more) dependent on the decision being made.

Limited liability partnership (LLP)

Not applicable.

Registered UK establishment

Not applicable for this jurisdiction.

Directors are elected by the shareholders, are the highest authority in the management of the corporation and govern the organization by establishing broad policies and objectives. In contrast, officers are appointed by the directors to oversee day-to-day operations of the corporation. Shareholders may adopt restrictions on the powers of directors in the charter.

Please see the "Entity set up" section.