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  • Form of entity

    Corporation (Sociedad Anónima or SA)

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

  • Entity set up

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

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

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

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    • Typical charter document: bylaws

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

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

    Corporation (Sociedad Anónima or SA)

    Minimum capital of SA is ARS100,000.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Minimum capital of SAU is ARS100,000.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    No minimum capital requirement.

  • Legal liability

    Corporation (Sociedad Anónima or SA)

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

  • Tax presence

    Sociedad Anónima (Corporation) and SRL (LLC)

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

  • Incorporation process

    Corporation (Sociedad Anónima or SA)

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

  • Business recognition

    Corporation (Sociedad Anónima or SA)

    Well regarded and widely used.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

  • Shareholder meeting requirements

    Corporation (Sociedad Anónima or SA)

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

  • Board of director meeting requirements

    Corporation (Sociedad Anónima or SA)

    The board shall meet at least once every 3 months.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    The board shall meet at least once every 3 months.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Periodical meetings of the board are not required.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Periodical meetings of managers are not required.

  • Annual company tax returns

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

  • Business registration filing requirements

    Corporation (Sociedad Anónima or SA)

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

  • Business expansion

    Corporation (Sociedad Anónima or SA)

    No need to change as business expands.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    No need to change as business expands.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

  • Exit strategy

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

  • Annual corporate maintenance requirements

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

  • Director / officer requirements

    Not applicable for this jurisdiction.

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

    Not applicable for this jurisdiction.

  • Local legal or admin representative requirement

    Not applicable for this jurisdiction.

  • Local office lease requirement

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

  • Other physical presence requirements

    Not applicable for this jurisdiction.

  • Sufficiency of virtual office

    Not applicable for this jurisdiction.

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

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

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

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

  • Nationality or residency requirements for shareholders, directors and officers

    Corporation (Sociedad Anónima or SA)

    Majority of members of the board must be Argentinean residents.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

  • Restrictions regarding appointment of nominee shareholders or directors

    Not applicable for this jurisdiction.

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

    Not applicable for this jurisdiction.

  • Public disclosure of identity of directors, officers and shareholders

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

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

  • Minimum and maximum number of directors and shareholders

    Corporation (Sociedad Anónima or SA)

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (SRL)

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

    Corporation (SA)

    At least 2 shareholders.

    Single-Shareholder Corporation (SAU)

    Only 1 shareholder is admitted.

    Simplified Corporation (SAS)

    At least 1 shareholder.

    Limited Liability Company (SRL)

    At least 2 members.

  • Removal of directors or officers

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

  • Required and optional officers

    Not applicable for this jurisdiction.

  • Board meeting requirements

    Not applicable for this jurisdiction.

  • Quorum requirements for shareholder and board meetings

    Corporation (SA)

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

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

    Single-Shareholder Corporation (SAU)

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

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

    Simplified Corporation (SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

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

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

    Not applicable for this jurisdiction.

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

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

  • Requirement regarding par value of stock

    Not applicable for this jurisdiction.

  • Increasing of capitalization if needed

    Not applicable for this jurisdiction.

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

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

  • Restrictions on transferability of shares

    Corporation (SA)

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

    Single-Shareholder Corporation (SAU)

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

    Simplified Corporation (SAS)

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

    Limited Liability Company (SRL)

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

  • Obtaining a name and naming requirements

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

  • Summary of "know your client" requirements

    Not applicable for this jurisdiction.

  • Approval requirements for amending charter document

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

  • Licenses required to conduct business in jurisdiction

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

  • Process of purchasing and utilizing a shelf company

    Not applicable for this jurisdiction.

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

Board meeting requirements

Argentina

Not applicable for this jurisdiction.

Australia

Branch

Not applicable – this is subject to the requirements of the foreign company's place of incorporation.

Proprietary company

Formally nil, but there is usually at least 1 board meeting per year. Decisions of directors can be affected by a written resolution signed by all or a majority of the directors (depending on the terms of the company’s constitution).

Public company

Formally nil, but there is usually at least 1 board meeting per year. Decisions of directors can be affected by a written resolution signed by all or a majority of the directors (depending on the terms of the company’s constitution).

Austria

Stock corporation (AG)

An annual shareholders' meeting and at least 4 supervisory board meetings (at least each calendar quarter) are required.

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

An annual shareholders’ meeting and, if at all, at least 4 meetings of the supervisory board (at least each calendar quarter) are required.

Bahrain

With Limited Liability (WLL)

The meeting requirements would be in accordance with that stated in the company’s deed of association.

Closed Shareholding Company (BSC(c))

The board of directors shall meet at least 4 times in the fiscal year, unless the company’s memorandum of association and articles of association provide for more times.

Foreign Branch (Branch)

Not applicable for this jurisdiction.

Belgium

Brazil

Limited liability company (Sociedade Limitada)

The rules for managers' meetings, if applicable, shall be set forth in the articles of association.

Corporation (Sociedade Anônima)

To be established in the bylaws, if applicable.

Canada

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

Typically at least 1 annual director meeting is required, which may be completed by written resolutions signed by all directors.

Chile

Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

Board of directors’ meetings – if the company is administered by a board – may be freely established in the bylaws and, in that case, the board meeting may be held via technological means.

Corporation (Sociedad Anónima or S.A.)

At least 1 per year for private corporations and 1 per month for public corporations. The board meeting may be held via technological means, and minutes may be signed by electronic signature.

Simplified Corporation (Sociedades por Acciones or SpA)

These meetings may be freely established in corporate bylaws; in case of silence, rules for private corporations apply. The board meeting may be held via technological means, and minutes may be signed by electronic signature, if approved by the board.

Branch of a Foreign Legal Entity (Agencia)

Not applicable for a Chilean branch. The parent company shall comply with applicable foreign regulation.

China

Typically 1 annual board meeting is required, and resolutions may also be adopted via written consent if necessary.

Colombia

General partnership (Sociedad Colectiva)

Meetings of the partnership board must occur at least once a year, and ordinary and extraordinary meetings must comply with notification formalities. Every decision and meeting must be duly recorded in minutes and books of the company. Generally, meetings must be held in the company's domicile, unless the bylaws state other possibilities.

Limited partnership (Sociedad en Comandita Simple y por Acciones)

Meetings of the partnership board must occur at least once a year, and ordinary and extraordinary meetings must comply with notification formalities. Every decision and meeting must be duly recorded in the minutes and books of the company. Generally, meetings must be held in the company's domicile, unless the bylaws state other possibilities.

Limited liability partnership (Sociedad de Responsabilidad Limitada)

Meeting of the partnership board must occur at least once a year, and ordinary and extraordinary meetings must comply with notification formalities. Every decision and meeting must be duly recorded in the minutes and books of the company. Generally, meetings must be held in the company's domicile, unless the bylaws state other possibilities.

Corporation (Sociedad Anónima)

Meeting of the shareholders general assembly and the board of directors must occur at least once a year, and ordinary and extraordinary meetings must comply with notification formalities. Every decision and meeting must be duly recorded in the minutes and books of the company. Generally, meetings must be held in the company's domicile, unless the bylaws state other possibilities.

Simplified Stock Company (Sociedad por Acciones Simplificada)

Meetings of the shareholders general assembly and the board of directors must occur at least once a year, and ordinary and extraordinary meetings must comply with notification formalities. Every decision and meeting must be duly recorded in the minutes and books of the company. Generally, meetings must be held in the company's domicile, unless the bylaws state other possibilities.

Czech Republic

Limited liability company

Requirements depend on respective articles of association. Any time a management decision is required, however, it can be (and usually is) quite informal. If a company has more than 1 director, a resolution requires an approval of majority.

Joint stock company

Requirements depend on respective articles of association. Any time a management decision is required, however, it can be (and usually is) quite informal.

Denmark

Limited liability company (Kapitalselskab)

No requirements regarding the frequency. Meetings must be convened in Danish unless at least 1/2 of the board agree to hold the meeting in another language. Meetings may be completed in writing or using electronic communication unless 1 member of the board requires a verbal debate.

Egypt

Finland

Osakeyhtiö (Oy)

No statutory minimum number requirement. In practice, at least 1 meeting must be held yearly. A meeting can be held by telephone or completed via consents by all directors.

France

Société par actions simplifiée (SAS)

According to the bylaws.

Société à responsabilité limitée (SARL)

None.

Société anonyme (SA)

According to the bylaws and the French Commercial code, the board of directors must meet at least once a year to close the annual accounts and convene the shareholders’ meeting called to approve the annual accounts; the executive board must meet at least once a year to close the annual accounts and convene the shareholders’ meeting called to approve the annual accounts, and the supervisory board must meet at least 4 time per year.

Germany

GmbH – limited liability company

There is no statutory requirement to have board meetings.

Requirements depend on the respective articles of association.

Greece

Societe Anonyme (S.A.)

The BoD convenes at the registered address of the company, but may also convene inside or outside Greece if provided in the articles of association or all members are present or represented. Another way of holding a meeting is by teleconference. The BoD is convened each time it must take a decision within its scope of authority.

Limited Liability Company (L.L.C.)

Provisions of articles of association determine any meeting requirements if there is more than 1 director.

Private Company (P.C.)

Provisions of articles of association determine any meeting requirements if there is more than 1 director.

Hong Kong, SAR

Limited private companies

Notice to all directors, but directors can agree to short notice.

Hungary

Private company limited by shares (Zrt.)

An annual meeting of the board of directors is required. If the Zrt. has a supervisory board, the board of directors must present a report on the financial position of the company quarterly to the supervisory board this presupposes quarterly board meetings).

Limited liability company (Kft.)

Because managing directors do not act as a board, but as individual officers (ie, directors) of the Kft., an annual meeting of managing directors is not required. However, managing directors may hold meetings informally at their convenience.

India

Private limited company

At least 4 times in a year. Maximum gap between 2 meetings should not be more the 120 days. Every director is required to attend at least 1 meeting in a year.

Indonesia

Limited liability company

There are none under the Indonesian Company Law. However, the company's articles of association may stipulate requirements for meetings of the board of directors and the board of commissioners, such as the quorum, procedure and voting requirements.

Ireland

Private company limited by shares (LTD)

Subject to the constitution, the directors may meet as they think fit, and no minimum number of board meetings is required annually from a legal perspective (although regular board meetings are recommended for corporate governance purposes).  The company's constitution will often provide for quorum and voting requirements.

 

External company

Determined by the laws of the jurisdiction of incorporation.

Israel

Company

The board convenes in accordance with the company’s requirements and at least once a year. Unanimous written consents, in lieu of meetings, are generally permitted.

Branch / representative office

Not applicable. 

Italy

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

The articles of association of a S.r.l. may provide that the decisions of the board of directors are taken by way of written consultation or written consent. Written resolutions are not allowed for the S.p.A.

Japan

Registered branch

Depends on the governing law of the foreign company.

Kabushiki-Kaisha (KK)

Board of director meetings are required once in 3 months. If permitted by the articles of incorporation of the KK, a resolution in relation to an agenda proposed by a director can be replaced by written consents of all directors, unless none of the statutory auditors make an objection to such agenda.

Godo-Kaisha (GK)

None.

Luxembourg

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

If more than one manager has been appointed, meetings of the board of managers would typically be held at least once a year and as many times as necessary.

If the articles of incorporation/association allow it, the resolutions of the board of managers may be adopted unanimously in writing by means of circular resolutions.

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

If more than one director has been appointed, meetings of the board of directors would typically be held at least once a year and as many times as necessary.

If the articles of incorporation/association allow it, the resolutions of the board of directors may be adopted unanimously in writing by means of circular resolutions.

Special limited partnership (Société en commandite spéciale or SCSp)

No specific requirement applicable.

Malaysia

Not applicable for this jurisdiction.

Mauritius

A meeting of the board may be held by a number of the directors who constitute a quorum, being assembled together at the place, date and time appointed for the meeting.

A resolution of the board is passed if it is agreed to by all directors present without dissent or if a majority of the votes cast on it are in favor of it.

A majority of directors must be present at the meeting before a vote may be called and a company must keep minutes of all board meetings.

 

Mexico

S.A. de C.V.

No legal requirement.

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

No legal requirement.

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

No legal requirement.

Netherlands

Branch office

Determined by governing law of the head office.

B.V. (private company with limited liability)

Typically 1 annual director meeting is being held, however more than 1 physical board may be advisable to create sufficient tax substance in the Netherlands.

Co-operative U.A.

Typically 1 annual board meeting is being held, however more than 1 physical board may be advisable to create sufficient tax substance in the Netherlands.

C.V. (a limited partnership)

None.

New Zealand

Limited liability company

There are no formally required Board meetings, but there is usually at least 1 Board meeting per year. Board decisions can be effected by way of a written resolution in lieu of a meeting signed by all directors entitled to receive notice of that meeting. However, a company's constitution can change the requirement for a unanimous resolution.

Branch

Not applicable, this is subject to the requirements of the overseas company's place of incorporation.

Nigeria

Under the Nigerian Company Law, directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they see fit, provided that the first meeting of the directors shall be held not later than 6 months after the incorporation of the company. A director, and a secretary on the requisition of a director, may summon a meeting of the directors. A meeting may only be validly convened where a notice of such meeting is issued at least 14 days before the date of the meeting to all members entitled to attend and vote at such meeting. The business of the meeting can be conducted where the quorum for the meeting has been formed. The directors may elect from amongst themselves a chairman who will preside over their meetings for a designated period. Decisions of the board are to be taken by a majority of votes and, in case of unequal votes, the chairman has a casting vote. Every director shall be entitled to receive notice of a meeting and failure to give notice shall invalidate the meeting. The notice period for a meeting of the board of directors shall be 14 days subject to the provisions of the articles of association.

Norway

A board meeting may be held by a physical or electronic meeting, or by written resolution, subject to the chairperson’s discretion. Minutes must be prepared from all board meetings.

Peru

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

Board of directors’ meetings –if the company is administered by a board–.

At least once per year, before the annual obligatory shareholders’ meeting, the board of directors of corporations shall meet. The board meeting may be held by technological means.

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

Not applicable for a Peruvian S.R.L.

Branch of a Foreign Legal Entity (Sucursal)

Not applicable for a Peruvian branch. The parent company shall comply with the applicable foreign laws.

Philippines

Not applicable in general.

Exception is a subsidiary where a notice (date, time, place, agenda) and presence of a quorum is required.

Poland

There is no statutory requirement with respect to any of the entities. In general, a management board meeting can be held if all management board members had been properly notified. However, articles of association can set further requirements to be met.

Portugal

Please refer to Board of director meeting requirements above.

Puerto Rico

Corporations

The board of directors may hold meetings within or outside the Commonwealth of Puerto Rico, unless otherwise provided by the certificate of incorporation or the bylaws. The meetings of the board of directors shall be notified to the directors pursuant to the provisions of the corporation’s bylaws.

Limited Liability Companies

None, unless otherwise provided in the LLC's operating agreement.

Romania

Joint stock company (JSC)

Board of directors/supervisory board shall meet every 3 months.

Limited liability company (LLC)

Directors are not required by law to form a board of directors.

Russia

Joint-stock company (public and non-public)

The procedure for convening and conducting of board meetings is determined by the charter of the company and internal regulations of the company (if adopted).

Limited liability company

The procedure for convening and conducting of board meetings is determined by the charter of the company and internal regulations of the company (if adopted).

Saudi Arabia

Limited liability company

If a board of directors was formed, requirements will be as provided in the Articles of Association of the company.

Singapore

Limited liability company

None under the CA and is typically set out under the constitution.

South Africa

Private and public companies (including personal liability companies)

A director who is authorized by the board of the company may call a meeting of the board at any time and must call such a meeting if required to do so by at least 25 percent of the directors if there are more than 12 directors or, if required, to do so by 2 directors in any other case.

A majority of directors must be present at the meeting before a vote may be called.

A company must keep minutes of all board meetings.

External company

Regulated by the foreign company's place of incorporation.

South Korea

Joint-stock company (Jusik Hoesa)

No board of directors meeting requirements; however, a resolution of board of directors is required to hold the general meeting of shareholders. Written resolutions in lieu of a board of directors meeting are prohibited.

Limited company (Yuhan Hoesa)

Board of directors is not a required organization.

Spain

Branch (Sucursal)

A branch does not have board meetings.

Limited liability company (Sociedad Limitada)

Bylaws usually govern most of this. Meetings can be in physical attendance, via written resolutions or others (eg, conference call) if legal requirements are met.

Joint-stock company (Sociedad Anónima)

Bylaws usually govern most of this. Meetings can be in physical attendance, via written resolutions or others (eg, conference call) if legal requirements are met.

Sweden

Limited company (aktiebolag, AB)

No statutory minimum number requirement. In practice, at least 1 inaugural meeting in connection with the annual meeting of shareholders. Can be held by telephone or completed via written consent by all directors.

Trading partnership (handelsbolag, HB)

Not applicable for this jurisdiction.

Limited partnership (kommanditbolag, KB)

Not applicable for this jurisdiction.

Branch office (filial, Branch)

Not applicable for this jurisdiction.

Switzerland

Stock corporation

At least one annual board of directors meeting is required; circular resolutions are possible. Minutes need to be kept of the board's discussions and resolutions and signed by the chairman and the secretary.

Taiwan, China

Company limited by shares

Generally, 1 regular board meeting is required, which can either be a physical meeting or held through video conferencing. For a non-public status company, a unanimous written resolution in lieu of a board meeting is allowed if its articles of incorporation so permit. A board meeting held by telephone conference is not permitted.

Closely-held company limited by shares

Generally, 1 regular board meeting is required, which can either be a physical meeting or held through video conferencing. A unanimous written resolution in lieu of a board meeting is allowed if its articles of incorporation  permit. A board meeting held by telephone conference is not permitted.

Limited company

Not applicable for this jurisdiction.

Branch office of a foreign company

Not applicable for this jurisdiction.

Thailand

Private limited company

No requirements for board of directors’ meetings. However, the board of directors must at least hold a meeting to call an annual general meeting of shareholders.

Public limited company

The board of directors must hold a meeting at least once every 3 months.

Partnerships

Not applicable for this jurisdiction.

Turkey

Members of the board cannot vote on behalf of each other or participate in the meeting through proxy.

Ukraine

Limited Liability Company

There is no statutory requirement regarding board meetings. However, a company's charter usually provides a detailed procedure for convening of and voting at such meetings.

Private Joint-Stock Company

In a one-tier governance structure, the board of directors includes executive directors and may include non-executive directors. The board meetings are convened by the chair of the board initiative, at the request of a director, internal auditor and other person designated by the company’s charter. The board adopts a decision by a simple majority vote of all directors entitled to vote. The chair of the board may have a decisive voice.

United Arab Emirates

LLC

As stated in the LLC's memorandum.

Branch

Not applicable for this jurisdiction.

FZ-LLC

As stated in the FZ-LLC's articles of association.

FZ-Branch

Not applicable for this jurisdiction.

Dual Licensee Branch

Not applicable for this jurisdiction.

United Kingdom

Private limited company

No statutory requirement as to the conduct of board meetings. However, company's articles will commonly make provision for quorum and voting requirements.

Limited liability partnership (LLP)

No directors. Requirements governed by LLP Agreement.

Registered UK establishment

Not applicable for this jurisdiction.

United States

Typically at least 1 annual director meeting is required, which can be completed by written consent signed by all directors.

Vietnam