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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

Licenses required to conduct business in jurisdiction

Argentina

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

Australia

Branch

Apart from the usual tax registrations applicable to all trading companies, namely:

  • An Australian Business Number (ABN)
  • An Australian Tax File Number (TFN) and
  • GST registration,

There are no general registrations, licenses or permits that are required to conduct business in Australia.

Proprietary company

Apart from the usual tax registrations applicable to all trading companies, namely:

  • An ABN
  • A TFN and
  • GST registration,

There are no general registrations, licenses or permits that are required to establish a company or conduct business in Australia.

Public company

Apart from the usual tax registrations applicable to all trading companies, namely:

  • An ABN
  • A TFN and
  • GST registration,

There are no general registrations, licenses or permits that are required to establish a company or conduct business in Australia.

Austria

Stock corporation (AG), and Flexible Company (FlexKapG) and Limited liability company (GmbH)

A business license is required to conduct business. The type of license necessary depends on the type of business which will be run. The license can be obtained after registration of the company with the companies register.

Depending on the type of business – free (eg, trade of simple goods), regulated (eg, crafts) or sensible (eg, production of explosives) – and the trader (individual or company), the requirements for registering a business vary. Stock corporations and limited liability companies must appoint a managing director under trade law ( ie, an individual who fulfills the respective requirements for a certain type of business).

Bahrain

With Limited Liability (WLL)

License required from the MOIC and CBB, (if the company exercises CBB regulated activities). Additional approvals may be required from other competent authorities depending on the nature of activities.

Closed Shareholding Company (BSC(c))

License required from the MOIC and CBB (if the company exercises CBB regulated activities). Additional approvals may be required from other competent authorities depending on the nature of the business activities.

Foreign Branch (Branch)

License required from the MOIC and CBB (if the company exercises CBB regulated activities). Additional approvals may be required from other competent authorities depending on the nature of the business activities.

Belgium

Public limited company (société anonyme/naamloze vennootschap)

In principle, not required, unless for very specific sectors such as banking, insurance or gambling.

Limited company (société à responsabilité limitée/besloten vennootschap)

In principle, not required, unless for very specific sectors such as banking, insurance or gambling.

Belgian branch office of a foreign company

In principle, not required, unless for very specific sectors such as banking, insurance or gambling.

Brazil

Limited liability company (Sociedade Limitada)

After the registration of the articles of association with the commercial registry and the enrollment with the federal tax authorities and the Central Bank of Brazil (in case of non-resident quotaholders), the company must also register with Caixa Econômica Federal, an official bank, and the National Social Security Institute (INSS). Subsequently, the company may need to register with municipal and/or state authorities, and other licenses may be required depending on its activities.

Corporation (Sociedade Anônima)

After the registration of the incorporation document with the commercial registry and the enrollment with the federal tax authorities and the Central Bank of Brazil (in case of non-resident shareholders), the corporation must also register with Caixa Econômica Federal, an official bank, and the National Social Security Institute (INSS). Subsequently, the corporation may need to register with municipal and/or state authorities, and other licenses may be required depending on its activities.

Canada

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

Typically, the only license required would be an extra-provincial or extra-territorial license (registration) in each province or territory in which the corporation carries on business. Licenses might be required in certain specific regulated industries or by municipalities where the corporation carries on business.

Chile

Only required for certain industries (ie, banking, insurance, telecom and utilities).

China

Typically, the only license required would be a business license. Depending on the underlying business and operation, certain special license may be required from the competent industrial ministry.

Colombia

Only for certain corporate purposes.

Czech Republic

It depends on the kind of business to be run. Before starting their business operations, business operators must obtain necessary trade licenses from trade licensing office (živnostenský úřad). Basic is a free trade license with certain subcategories, obtained upon notification to the office. In some sectors, qualified trade or other business licenses are necessary (eg, pharmacies, property developers, estate agents, brokers, security firms, pubs and hotels and banks).

Denmark

Limited liability company (Kapitalselskab)

In general, there are no licenses required to conduct business in Denmark.

However, some professions and activities require that you apply for a permit, license, obtain an admission or an authorization (eg, banking business, food businesses, gambling providers, lawyers and auditors).

Egypt

Corporations

Egyptian law may provide for certain types of activities which require licenses, such as importation of goods for trade purposes, tourism and operating in Sinai.

LLC

LLC companies cannot engage in:

  • Banking activities
  • Deposit taking Insurance business
  • Investment funds of third parties Savings and
  • Any other activity restricted by virtue of the provisions of law.

OPC

OPC companies cannot engage in:

  • Banking
  • Deposit taking Insurance business
  • Investment funds of third parties Savings
  • Incorporation of an OPC
  • Public subscription (whether upon its incorporation or increasing its capital)
  • Division of the company's capital into exchangeable shares and
  • Borrow by issuing tradable securities.

Branch

A branch must be formed for the purpose of conducting specific public or private sector agreements in Egypt. Only certain types of activities require license, such as construction and building.

RO

An RO may not conduct commercial activities or execute agreements with third parties on behalf of a foreign company and can only conduct studying activities such as studying the feasibility of production or carrying out market surveys.

Finland

Osakeyhtiö (Oy)

Typically none. Specific licenses may be required for certain types of business.

France

Société par actions simplifiée (SAS)

The exercise of certain businesses is subject to administrative authorization or prior approval (eg, chartered accountant, removal firm, goods traffic).

Société à responsabilité limitée (SARL)

The exercise of certain businesses is subject to administrative authorization or prior approval (eg, chartered accountant, removal firm, goods traffic).

Société anonyme (SA)

The exercise of certain businesses is subject to administrative authorization or prior approval (eg, chartered accountant, removal firm, goods traffic).

Germany

GmbH – limited liability company

Before starting their business operations, all business operators must inform the trade office (Gewerbe/Ordnungsamt) of the town or local district in which the business operation is located. In some additional sectors, business licenses are necessary (ie, pharmacies, property developers, real estate agents, brokers, security firms, pubs and hotels and banks).

Greece

Not applicable for this jurisdiction.

Hong Kong, SAR

Limited private companies

Generally, no license is required, except business registration with the Inland Revenue Department. Certain businesses require special licenses (e.g. telecommunications).

Hungary

There is no general business license requirement, but some business activities (typically financial services, but also certain forms of industrial, energy and public utility activities, among others) may only be conducted with a regulatory license.

India

Private limited company

In addition to incorporation, an entity must obtain registration under:
(a) The Shops and Establishment Act: shops and commercial establishments (including companies) are required to register under the provisions of state-specific shops and establishments laws. Such laws regulate the working and employment conditions of the employees.
(b) Importer Exporter Code (IEC): The IEC is required to be obtained by persons (including companies) importing or exporting goods and services from India. In addition to the foregoing, companies may require registrations which are specific to a location (ie, the place from where the business is being conducted and basis the proposed business activities).

As part of the incorporation application, the following licenses and registrations are also issued:
(a) Permanent Account Number (PAN)
(b) Tax Deduction Account Number (TAN)
(c) registrations with the Employees Provident Fund Organization (EPFO) and the Employees State Insurance Corporation (ESIC) and
(d) Goods and Service Tax Registration (GST)

Indonesia

Limited liability company

Limited liability companies require approval from the MOLHR for their deed of establishment, which contains their articles of association. Companies (including PMA companies) are also required to obtain a business license and/or standard certificate from the OSS-RBA Agency, BKPM or other government institutions if the proposed business activities are classified as high-risk, medium-high- or medium-low-risk, accordingly. For low-risk business activities, the NIB only is sufficient to carry out its business activity. General company licenses and documents such as NPWP are also required. Certain other permits, licenses and/or approvals from relevant national or local government authorities may also be required depending on the company's location and line(s) of business. In late 2021, the integrated risk-based approach online single submission system (the OSS-RBA System) was updated by the government to support the issuance of licenses and permits. In some cases, consultation may be required to ensure the issuance of the required licenses or permits is approved.

Ireland

Private company limited by shares (LTD)

No general business license is required, but an authorization or permit may be required to conduct certain activities in specific industries.

 

External company

No general business license is required, but an authorization or permit may be required to conduct certain activities in specific industries.

Israel

Company

Typically the only license required, if required, would be a business license issued by the municipality in which the company’s facility is located. However, the requirement of a business license, as well as other licenses and permits, is dependent on the type of business conducted by the company.

Branch / representative office

Typically the only license required, if required, would be a business license issued by the municipality in which the company’s facility is located. However, the requirement of a business license, as well as other licenses and permits, is dependent on the type of business conducted by the company.

Italy

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

Depends on the specific business of the corporation.

Japan

Registered branch

Registration with the Legal Affairs Bureau is required to conduct continuous business. If the registered branch intends to operate a specific business which requires a license under the Japanese law, such license must be obtained before commencing such business.

Kabushiki-Kaisha (KK)

If the KK intends to operate a specific business which requires a license under the Japanese law, such license must be obtained before commencing such business.

Godo-Kaisha (GK)

If the GK intends to operate a specific business which requires a license under the Japanese law, such license must be obtained before commencing such business.

Luxembourg

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

Business permits may be required depending upon the professional activities to be carried out. Holding companies are typically exempted from such requirement. 

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

Business permits may be required depending upon the professional activities to be carried out. Holding companies are typically exempted from such requirement. 

Special limited partnership (Société en commandite spéciale or SCSp)

Business permits may be required depending upon the professional activities to be carried out. Holding companies are typically exempted from such requirement. SCSp are not typically used to conduct commercial activities.

Malaysia

Relevant licenses are required to conduct business depending on the nature of business.

Mauritius

Most licenses are industry-specific rather than company structure-specific.

A company conducting certain businesses activities in Mauritius (for example, construction, electronic communications, energy, financial services, mining, real estate and activities impacting environment) may require licenses or other forms of authorization.

Industry-specific laws and regulations apply to companies operating within certain industries – for example, the Banking Act 2004 of Mauritius and the Financial Services Act 2007 of Mauritius.

Mexico

S.A. de C.V.

Only for certain corporate purposes.

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

Only for certain corporate purposes.

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

Only for certain corporate purposes.

Netherlands

Branch office

Generally, no license is required to do business in the Netherlands, except for certain sectors, such as banking and insurance.

B.V. (private company with limited liability)

Generally, no license is required to do business in the Netherlands, except for certain sectors, such as banking and insurance.

Co-operative U.A.

Generally, no license is required to do business in the Netherlands, except for certain sectors, such as banking and insurance.

C.V. (a limited partnership)

Generally, no license is required to do business in the Netherlands, except for certain sectors, such as banking and insurance.

New Zealand

Limited liability company

At a minimum, a limited liability company will require a New Zealand Company Number. Some must also be registered for tax. Many businesses also choose to register for a New Zealand Business Number.

Any business providing financial services in New Zealand is required to register on the Register of Financial Service Providers. Certain types of financial service providers (such as fund managers, financial advisers and derivatives issuers) also require licenses issued by the Financial Markets Authority under the FMCA.

There are no other general registrations, licenses or permits that are required to establish a company or conduct business in New Zealand which depends on the nature of the business conducted and the products and/or services suppled in connection with that business.

Branch

An overseas company doing business in New Zealand is required to register with the Companies Office and may be required to register for tax.

Any business providing financial services in New Zealand is required to register on the Register of Financial Service Providers. Certain types of financial service providers (such as financial advisers and derivatives issuers) also require licenses issued by the Financial Markets Authority under the FMCA.

There are no other general registrations, licenses or permits that are required to conduct business in New Zealand.

Nigeria

It is noteworthy that, where a non-Nigerian entity sets up an entity in Nigeria and/or acquires shares in an already existing entity, there are certain sector specific approvals that must necessarily be obtained and maintained.

There are, however, 2 general approvals that are required to be procured irrespective of the sector; the Certificate of Business Registration obtained from the Nigerian Investment Promotion Commission and the Business Permit obtained from the Federal Ministry of Interior. Under Nigerian Law, a non-Nigerian is restricted from establishing a business or registering a company in Nigeria without these licenses. In practice however, consent is obtained after the incorporation of the company.

Norway

As a general rule, not applicable, but may be required for certain industries.

Peru

Only required for certain industries (ie, banking, insurance, education, etc.).

Philippines

Subsidiary

Certificate of incorporation issued by the SEC; registration/permits/licenses issued by the BIR, local government unit and other government agencies, as applicable.

Partnership

Certificate of registration issued by the SEC; registration/permits/licenses issued by the BIR, local government unit and other government agencies, as applicable.

All other entity types

License to Transact Business in the Philippines issued by the SEC; registration/permits/licenses issued by the BIR, local government unit and other government agencies, as applicable.

Poland

Licenses or concessions are mandatory for certain types of business activity, irrespective of the organizational form of the entity undertaking it, such as:

  • Prospecting and exploring of hydrocarbon and solid mineral deposits covered by mining ownership
  • Prospecting or exploring of an underground carbon dioxide storage complex
  • Extracting minerals from deposits
  • Storing substances underground without the use of tanks
  • Depositing waste in underground landfills
  • Storing carbon dioxide underground
  • Manufacturing and trading in explosives, arms and ammunition, and products and technology for military or police purposes
  • Manufacturing, processing, storing or reloading, transmitting, distributing and trading in fuel and energy
  • Protecting persons and property
  • Broadcasting radio and television programs, excluding programs broadcasted exclusively in a data transmission system which are not broadcasted either through air, satellite or cable networks
  • Carrying air passengers/freight or
  • Operating a gambling casino

Other types of business activity may require registration with, notification to, or obtaining the consent of a given authority before commencing operations.

Portugal

Licenses depend on the chosen activity of the company.

Puerto Rico

Corporations and Limited Liability Companies

Federal Employer Identification Number

Entities in Puerto Rico are identified through a taxpayer ID known as the Employer Identification Number (EIN), which is issued by the US Internal Revenue Service (IRS). Unlike other jurisdictions, the local Treasury does not issue a separate identification number. The EIN may be obtained by applying online through the IRS website or by mailing in or faxing Form SS-4 to the IRS. If requested online, the unique number is assigned immediately upon request.

SURI Platform

In October 2016, the Puerto Rico Treasury Department implemented an integrated online platform to facilitate matters related to the collection and payment of sales and use tax, excise taxes, and income tax, compliance and information reporting and withholding, among others. Registration with the SURI platform is mandatory for entities that are operating in Puerto Rico. Once the EIN is assigned, entities operating in Puerto Rico are required  to register with SURI. Registration requires uploading a copy of the EIN confirmation letter.

Virtual Collection Center

The Virtual Collection Center is an online platform established by the Puerto Rico Treasury Department which allows for the payment of service charges imposed by the Puerto Rico Treasury Department on taxpayers seeking administrative determinations (eg, private letter rulings) and similar transactions. Registration with the Virtual Collection Office is not mandatory.

Merchant Registration  Certificate

A business that intends to operate in Puerto Rico will generally be considered a "merchant" (subject to certain exceptions) and will generally be required to register with the Puerto Rico Treasury Department as a merchant through the SURI platform. Upon registration of a sales and use tax account, the Puerto Rico Treasury Department will issue a Merchant's Registration Certificate which will designate the merchant as one required to collect sales and use tax, or one exempt from making such collection. The Merchant's Registration Certificate may also designate the business as an exhibitor, or temporary business, as applicable. When opening bank accounts and in the ordinary course of business, the Merchant's Registration Certificate will often be required. In fact, it should be visibly displayed at the premises in Puerto Rico and failure to do so could result in fines.

Sales Use and Tax

The sale of taxable items and services in Puerto Rico are generally subject to an 11.5 percent SUT. In addition, most transactions between merchants (business-to-business transactions) are subject to a 4 percent SUT. Moreover, there is a 11.5 percent use tax upon importation of taxable items in Puerto Rico, payable by the importer of record.

There are certain transactions which continue to be exempt from the SUT, the most common being sales to Puerto Rico government entities. However, all exempt transactions must be documented by a Certificate of Exempt Purchases, which is a form filled out by the seller and the purchaser of the taxable items, identifying the applicable exemption.

Waiver Certificate for Entities Rendering Services

Generally, payments made in the conduct of a trade or business or for the production of income in excess of USD500 to another person (natural or judicial) for services performed within Puerto Rico are subject to a 10 percent withholding tax payable to the Puerto Rico Treasury Department, unless the service provider potentially subject to the withholding has a waiver in place. As a general rule, legal entities that have been in operation for less than 3 years may generally obtain a waiver from this withholding. The waiver is obtained through SURI and is generally issued immediately.

Municipal License Tax

Each of the 78 municipalities in Puerto Rico is entitled to levy and collect up to a 0.5 percent tax on the gross receipts of a company carrying business within the municipality. Financial businesses are instead subject up to a 1.5 percent tax on gross receipts. The tax is known as the municipal license tax (or patente municipal in Spanish). As a result, companies are required to register when commencing operations within the applicable municipality. Registration with the municipality usually requires occupying physical space and obtaining the Single Use Permit (described below), but this requirement can be waived in certain circumstances. As technology advances and allows companies to conduct business remotely, municipalities are still enforcing registration in order to collect the municipal license tax. There are various tax incentives which eliminate or significantly reduce the impact of the municipal license tax.

Single Use Permit

Businesses that will occupy physical space are required to obtain a Single Use Permit (Permiso Único in Spanish) with the Government Permits Office (OGPE) authorizing the occupancy of the premises. The Single Use Permit consolidates environmental, health and fire department authorizations, among others, depending on the nature of the business. The Single Use Permit requires inspection of the premises by an authorized government inspector.

Real and Personal Property Taxes

Both real and personal property in Puerto Rico are subject to taxation, unless there is an exception or special amnesty in place. Although registration with the Municipal Revenue Collection Center (CRIM, for its Spanish acronym) is not mandatory in order to commence operations, it will often be required when registering with the municipality in order to demonstrate that the company does not owe any personal or real property taxes.

Romania

Various permits may be required depending on the specificities of activities to be performed by the company.

Russia

Joint-stock company (public and non-public)

Only certain types of activities require license.

Limited liability company

Only certain types of activities require license.

Saudi Arabia

Limited liability company

Foreign companies or companies with foreign shareholders must obtain a license from MISA. Certain types of activities require specific licensing from the relevant government departments. For example, pharmaceutical companies require a license from the Saudi Food and Drug Association.

Singapore

Limited liability company

Licenses are required for certain specified groups, which include banking, insurance, financial services, consumer credit related services and employment and maid agencies.

South Africa

Most licenses are industry specific rather than company structure specific.

A company conducting certain business activities in South Africa (for example, construction, electronic communications, energy, financial services, mining, real estate and activities impacting environment) may require licenses or other forms of authorization.

Industry specific laws and regulations apply to companies operating within certain industries (eg, the Banks Act and Financial Advisory and Intermediary Services Act).

South Korea

Joint-stock company (Jusik Hoesa)

No license is required for incorporation; however, specific license or registration may be required to conduct business in particular business sectors. The types of business license or required registration will depend on the nature and actual features of the intended businesses.

Limited company (Yuhan Hoesa)

No license is required for incorporation; however, specific license or registration may be required to conduct business in particular business sectors. The types of business license or required registration will depend on the nature and actual features of the intended businesses.

Spain

This will depend on the type of business carried out. Typically, there will be an activity license in addition to regional and local licenses.

Sweden

Typically none. Specific licenses may be required for certain types of business.

Switzerland

Stock corporation

In general, no license requirements except for specific sectors such as, for example, banking and insurance.

Taiwan, China

Company limited by shares

Special licenses/permits are required for certain business activities (eg, banking, securities, telecommunications  or  manufacturing). Aside from this, the company may carry on its business after completion of the incorporation process and business registration.

Closely-held company limited by shares

Special licenses/permits are required for certain business activities.

Limited company

Special licenses/permits are required for certain business activities.

Branch office of a foreign company

Special licenses/permits are required for certain business activities.

Thailand

May be required if the entity is wholly/majority owned by foreigners or its business is restricted and governed by certain specific laws.

Unless a foreign business license or a foreign business certificate is obtained, a foreigner is prohibited from conducting restricted businesses prescribed under the Foreign Business Act.

Turkey

All businesses, regardless of the industry, are required to obtain an Establishment and Operation of Workplace License before commencement of their operations. Additional licenses may be required for certain industries (eg, banking, insurance).

Ukraine

Limited Liability Company

Generally, business activity does not require additional authorizations. Certain activities, however, may be performed only after obtaining respective licenses or permits (eg, provision of financial services, mining activity and alcohol and tobacco sales).

Private Joint-Stock Company

Generally, business activity does not require additional authorizations. Certain activities, however, may be performed only after obtaining respective licenses or permits (eg, provision of financial services, mining).

United Arab Emirates

LLC

Licence required from the DED licensing authority. Additional approvals may be required from other competent authorities depending on the nature of activities.

Branch

Same as LLC.

FZ-LLC

License required to carry on a business in the relevant free zone. Additional approvals may be required from other competent authorities depending on the nature of activities.

FZ-Branch

Same as LLC.

Dual Licensee Branch

Same as branch.

United Kingdom

Private limited company

No general business license required. Particular licenses or permits may be necessary to conduct certain activities in specific industries.

Limited liability partnership (LLP)

No general business license required. Particular licenses or permits may be necessary to conduct certain activities in specific industries.

Registered UK establishment

Not applicable for this jurisdiction.

United States

Typically a company will need to be registered to conduct business in each state with which it conduct business outside of the state in which the company is organized. Licenses might be required in certain specific regulated industries.

Vietnam

Specific licenses or registrations may be required to conduct business in particular business sectors. The types of business license or required registration depends on the nature and actual features of the intended businesses.