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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 one 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 one or more shareholders. Managed by a board of directors who are elected by the stockholders. There is an established form of bylaws and public notice that, if used, shall enable the registration of the SAS within 24 hours in the City of Buenos Aires. This new corporate type aims to be more agile and economic alternative, both in its incorporation and in the administration and management. 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)

    • Two or more shareholders
    • The local management is in charge of a Board of Directors, which may have at least one member, no maximum number (at least three directors and one alternative director in case the company's capital stock exceeds ARS $10 million). Directors shall last between one and three years in office, as provided in the bylaws. They may be reelected
    • The President of the Board is the legal representative of the company
    • Statutory auditor is optional. Mandatory if capital stock exceeds ARS $10 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% needs to be paid up upfront, and the balance is paid within two 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 one shareholder
    • The local management is in charge of a Board of Directors, which may have at least one member, no maximum number (at least three directors and one alternative director in case the company's capital stock exceeds ARS $10 million). Directors shall last between one and three years in office, as provided in the bylaws. They may be reelected
    • The President of the Board is the legal representative of the company
    • Permanent control by government
    • Statutory auditor is mandatory (at least one regular and one 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)

    • Two or more shareholders
    • The managers must be individuals, who may be appointed for an indefinite period
    • Statutory auditor is optional
    • Typical charter document: bylaws
    • Corporate Books: carried by electronic means (stock ledger, minutes and Attendance Records Book)
    • Should cash be paid out as consideration for the stock; only 25% needs to be paid up upfront, and the balance is paid within two 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)

    • Two 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 legal representative of the company can 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 ARS $10 million (at least one regular and one alternate member)
    • Typical charter document: bylaws
    • Corporate books: minutes
    • Should cash be paid out as consideration for the stock; only 25% needs to be paid up upfront, and the balance is paid within two 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 ARS$100,00.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Minimum capital of SAU is ARS$100,00.

    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 March 2018: ARS$17,720).

    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 can 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 can 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, board's liability depends on the individual performance of each manager.

  • Tax presence

    Sociedad Anónima (Corporation) and SRL (LLC)

    An S.A., 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 S.A. 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. Starting from April 4, 2018, an "urgent" registration process may be followed to obtain the company's registration and its tax ID within 24 hours, 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. Starting from April 4, 2018, an "urgent" registration process may be followed to obtain the company's registration and its tax ID within 24 hours, 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 24 hours 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 24 hours, 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)

    Well regarded.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    This new corporate type aims to be more agile and economic alternative, both in its incorporation and in administration and management. Its incorporation and development will entirely be in digital form.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

  • Shareholder meeting requirements

    Corporation (Sociedad Anónima or SA)

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Required to hold 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)

    Periodical meetings of the board are not required.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    The board shall meet at least once every 3 months.

    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 (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 (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. SAS doesn't file its financial statements with the Public Registry, but these documents must be filed with the Tax Authority. Every appointment or resignation 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 ARS$10 million shall file their annual financial statements with the Public Registry. However, all SRLs must file their fincancial 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 one, the SAU must convert to an SA.

    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-shareholders corporations must pay annual fee to the Public Registry.

  • Director / officer requirements

    Not applicable for this jurisdiction.

  • 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.

  • 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 can 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 need to be Argentinean residents.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Majority of the members of the board need to be Argentinean residents.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    At least one director needs to be Argentinean resident (provided that he or she has full powers to represent the company).

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    At least one manager needs to be Argentinean resident (provided that he or she has full powers to represent the company).

  • 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

    Not applicable for this jurisdiction.

  • Minimum and maximum number of directors and shareholders

    Corporation (Sociedad Anónima or SA)

    • Two or more shareholders
    • Board of Directors, which must have at least one member, no maximum number requirement (at least three directors and one alternative director in case the company's capital stock exceeds ARS$10 million)

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    • One shareholder
    • Board of Directors, which must have at least one member, no maximum number requirement (at least three directors and one alternative director in case the company's capital stock exceeds ARS$10 million)

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    • Two or more shareholders
    • The managers must be individuals, who can be appointed for an indefinite period

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    • Two or more 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 (Sociedad Anónima or SA)

    At least 2 or more shareholders.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Only one shareholder is admitted.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    At least one shareholder.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    At least 2 or more 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 (Sociedad Anónima or 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 can 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 shareholders representing 60% of the voting shares, unless the articles provide for a higher quorum. If quorum is not reached, the meeting can be held at a second call. In this case, the meeting is duly constituted with the presence of shareholders representing 30% of the voting shares, unless the articles provide otherwise.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or 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 one shareholder of the company is present.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Meetings may be held physically or through digital means (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, meeting can 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% of voting shares, unless articles provide for a higher quorum. If quorum is not reached, a meeting can be held at a second call. In this case, the meeting is duly constituted with the presence of members representing 30% 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 need to 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 can resolve to distribute dividends, which will be transferred to respective shareholders.

  • Restrictions on transferability of shares

    Corporation (Sociedad Anónima or SA)

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

    Single-Shareholder Corporation (Sociedad por Acciones Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or 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. Name may be reserved before registering the company by paying and filing a form with the Public Registry, in case 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

    Not applicable for this jurisdiction.

  • Process of purchasing and utilizing a shelf company

    Not applicable for this jurisdiction.

  • Key contacts
    Sebastián Córdova Moyano
    Sebastián Córdova Moyano
    Partner Córdova Francos Abogados (ARG) [email protected] T +54 11 3220 2550
    Felipe Oviedo Roscoe
    Felipe Oviedo Roscoe
    Partner Córdova Francos Abogados (ARG) [email protected] T +54 11 3220 2550

Minimum capital requirement

Argentina

Corporation (Sociedad Anónima or SA)

Minimum capital of SA is ARS$100,00.

Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

Minimum capital of SAU is ARS$100,00.

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 March 2018: ARS$17,720).

Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

No minimum capital requirement.

Australia

Branch

No specified minimum capital requirement.

Proprietary company

No specified minimum capital requirement.

Public company

No specified minimum capital requirement.

Austria

General Partnership and Limited Partnership

No minimum capital requirement.

Limited Liability Company

  • €35,000 minimum share capital, with at least €17,500 paid up in cash
  • A GmbH privileged at foundation may be established: the minimum share capital is €10,000, with at least €5,000 paid up in cash. The status as a GmbH privileged at foundation ends after 10 years after registration at the latest
  • Formation by contribution in kind is possible 

Stock Corporation

  • €70,000 is the minimum share capital, with 25% of the minimum issue amount fully paid up in cash
  • Formation by contribution in kind is possible

Belgium

Public limited company (société anonyme/naamloze vennootschap)

Minimum capital: €61,500 fully paid at the time of incorporation.

Above the minimum, each share must be paid in up to 25%.

Closed limited liability company (société privée à responsabilité limitée/besloten vennootschap met beperkte aansprakelijkheid)

Minimum capital: €18,550, of which at least €6,200 must be paid at the time of incorporation. Above this minimum, each share must be paid in up to 20%.

Belgian branch office of a foreign company

Not applicable for this jurisdiction.

Brazil

Limited liability company (Sociedade Limitada)

In principle, there is no legal requirement concerning the minimum capital for a Sociedade Limitada (except if a foreign person is expected to work as manager of the Brazilian company, in which case a minimum capital of R$150,000 (approximately US$75,000) plus the commitment to create ten job positions or a paid-in foreign capital amounting to, at least, R$600,000 (approximately US$300,000) is required for visa purposes).

Corporation (Sociedade Anônima)

In general, there is no minimum capital requirement (except if a foreign person is expected to work as officer of the Brazilian company, in which case a minimum capital of R$150,000 (app. US$50,000) plus the commitment to create 10 job positions within 2 years or a paid-in foreign capital amounting to, at least, R$600,000 (app. US$180,000) is required for visa purposes).

Depending on the corporate purpose, there might be a minimum capital requirement, such as in the case of insurance companies and certain financial institutions.

Note: The Limited Liability Individual Company (EIRELI) is required to set up a corporate capital on the amount corresponding, at least, to 100 minimum wages.

Canada

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

No minimum capital requirement (but, there are thin-capitalization rules that could deny deductions for interest payments to specified non-residents).

Chile

No minimum capital requirement.

China

No minimum capital required unless otherwise provided under the relevant laws, regulations or decisions of the State Council.

Colombia

General partnership (Sociedad Colectiva)

No minimum capital requirement. When incorporating a general partnership, partners must indicate amount of their contributions to the company.

Limited partnership (Sociedad en Comandita Simple y por Acciones)

No minimum capital requirement. The company's capital is composed of contributions made by limited partners. Managing partners may also contribute to the company's capital. 

Limited liability company (Sociedad de Responsabilidad Limitada)

No minimum capital requirement. When incorporating a limited liability company, partners must indicate amount of their contributions to the company.

Corporation (Sociedad Anónima)

Generally, there is no minimum capital requirement. Colombian Superintendence of Finance establishes minimum capital requirements if a corporation plans to  carry out financial activities. A corporation has authorized capital, subscribed capital and paid capital. 

Simplified atock company (Sociedad por Acciones Simplificada)

No minimum capital requirement. A aimplified atock company has authorized capital, subscribed capital and paid capital. 

Czech Republic

Limited liability company

There is a minimum of CZK1.

Joint stock company

There is a minimum of CZK2 million or €80,000.

Denmark

Kapitalselskab

Entrepreneur company: DKK 1
Private limited company: DKK 50,000
Public limited company: DKK 500,000

Egypt

JSC

Minimum capital required is EGP 250,000

LLC

No minimum capital requirement.

OPC

Minimum capital required is EGP 50,000.

Branch

Not applicable, only a deposit of EGP 5,000.

RO

Not applicable, only a deposit of a minimum of US$1,000.

Finland

Osakeyhtiö (Oy)

  • Private Limited Liability Company (Oy): €2,500
  • Public Limited Liability Company (Fi: Julkinen osakeyhtiö, Oyj): €80,000

France

Société par actions simplifiée (SAS)

The minimum is €1.

Société à responsabilité limitée (SARL)

There is a minimum of €1.

Société anonyme (SA)

€37,000.

Germany

GmbH – limited liability company

There is a minimum of €25,000.

Greece

Societe anonyme (S.A.)

The minimum share capital required for the establishment of a societe anonyme is currently €24,000, fully paid upon the establishment of the company.

Limited liability company (L.T.D.)

No minimum capital requirement.

Private company (P.C.)

No minimum capital requirement.

Hong Kong

Limited private companies

No minimum capital requirement.

Hungary

Private company limited by shares (Zrt.)

At least HUF 5,000,000 (approx. US$20,000).

Limited liability company (Kft.)

At least HUF 3,000,000 (approx. US$12,000).

India

Private limited company

Minimum paid up capital of INR 100,000 now optional; Minimum Authorized capital requirements are based on name of the entity in India.

Indonesia

Limited liability company

In general, the minimum authorized capital is IDR50 million and at least 25% of the authorized capital must be issued and paid up as required under the Indonesian Company Law. For a foreign investment company, ie, a company with any number of foreign shareholders (PMA company), the shareholders must invest at least IDR10 billion for each line of business, excluding the value of any land and or building, of which a minimum 25% must be paid by the shareholders as paid up share capital and the remaining investment can be funded by either shareholder loans or bank loans.

Ireland

Private company limited by shares (LTD)

No minimum capital requirement.

Private unlimited company (ULC)

No minimum capital requirement.

External company

Determined by the laws of the jurisdiction of incorporation.

Israel

Company

No minimal requirement.

Branch / representative office

Not applicable.

Italy

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

Minimum capital requirement of €10,000. As reported in Form of entity, a recent change in law introduced the possibility to incorporate a S.r.l. with a corporate capital of less than €10,000 provided that:

  • The corporate capital is at least equal to €1
  • The entire amount must be paid in cash, and
  • A special reserve is formed to fill the gap in the capital with the future profits of the company

Società per azioni (S.p.A.)

Minimum capital requirement of €50,000.

Japan

Registered branch

Depends on the governing law.

Kabushiki-Kaisha (KK)

JPY 1.

Godo-Kaisha (GK)

JPY 1.

Luxembourg

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

€12.000, fully paid-up upon incorporation.

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

€30.000, fully subscribed and at least ¼ of each share must be paid up.

Special limited partnership (Société en commandite spéciale or SCSp)

No minimum capital requirement.

Malaysia

The minimum capital requirement is one share. 

Mexico

S.A. de C.V.

No minimum capital requirement.

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

No minimum capital requirement.

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

No minimum capital requirement.

Netherlands

Branch office

Determined by governing law of the head office.

B.V. (private company with limited liability)

No minimum capital requirement. Issued capital can be as small as €0.01 (or one cent in any other currency).

Co-operative U.A.

No minimum capital requirement. The membership agreement or (if so determined in the Articles) the general meeting of members, can commit a member to make a payment of initial or additional equity into the Co-operative.

C.V. (a limited partnership)

No minimum capital requirement, as long as each partner contributes some capital or other assets to the CV, as to be agreed by the partners.

Philippines

Subsidiary

  • US$200,000 equity capital for domestic market enterprise, or US$100,000 paid-in capital if:
    • Involved in advanced technology as determined by the Philippines' Department of Science and Technology (DOST) or
    • Employs at least 50 direct employees (Filipino personnel)
  • Above minimum capitalization requirement is not applicable if the subsidiary intends to export more than 60% of its products, in this case the company will be incorporated as an export market enterprise
  • At the time of incorporation, at least 25% of the authorized capital stock of the subsidiary must be subscribed, and at least 25% of the subscription must be paid-up (subject to applicable minimum capitalization)

Branch office

  • US$200,000 equity capital for domestic market enterprise
  • US$100,000 paid-in capital if:
    • Involved in advanced technology as determined by the DOST or
    • Employs at least 50 direct employees (Filipino personnel)
  • Above minimum capitalization requirement is not applicable if the subsidiary intends to export more than 60% of its products
  • In addition to the minimum capital requirement, the branch must deposit with the SEC acceptable securities with market value of PHP100,000
  • Within 6 months after each fiscal year, the branch must deposit additional securities equivalent in market value to 2% of its gross income in excess of PHP5,000,000

Representative office

Initial remittance of at least US$30,000. This is a one-time remittance requirement, but the representative office is fully subsidized by the head office.

Regional or area headquarters

Annual inward remittance of at least US$50,000.

Regional operating headquarters

Initial remittance of US$200,000. This is a one-time remittance requirement.

Partnership

  • US$200,000 equity capital for domestic market enterprise
  • US$100,000 paid-in capital if:
    • involved in advanced technology as determined by the DOST or
    • employs at least 50 direct employees (Filipino personnel)
  • Above minimum capitalization requirement is not applicable if the subsidiary intends to export more than 60% of its products

Poland

PLN 5,000 for limited liability companies, PLN 100,000 for joint-stock companies and PLN 50,000 for limited joint-stock partnerships. No limits exist in respect of other organizational forms.

Portugal

Sole shareholder private limited liability company (LDA with 1 shareholder)

Minimum share capital of €1.

Private limited liability company (LDA)

Minimum share capital of €2.

Joint stock company (SA)

Minimum share capital of €50,000.

Puerto Rico

Corporations

No minimum capital requirement.

Limited Liability Companies

No minimum capital requirement.

Romania

Joint stock company (JSC)

  • Minimum share capital of RON 90,000
  • Minimum nominal value per share of RON 0.1

Limited liability company (LLC)

  • Minimum share capital of RON 200
  • Minimum nominal value per share of RON 10

Russia

Joint-stock company (public and non-public)

For a public joint-stock company: 100,000 Russian rubles.

For a non-public joint-stock company; 10,000 Russian rubles.

Limited liability company

There is a minimum of 10,000 Russian rubles.

Saudi Arabia

Limited liability company

Although there is no statutory minimum capital requirement, in practice, SAGIA requires foreign LLCs to have a capital of at least SAR 500,000. In certain types of activities, specific minimum capital is prescribed by SAGIA:

  • Service/property investment project value SAR 30 million

  • Service/property financing projects SAR 200 million with 40% Saudi shareholding

  • Service/transport SAR 500,000

  • Contracting: none (but have revenue/asset value requirements)

  • Commercial (with Saudi partner): SAR 7 million and a minimum contribution from the foreign shareholder of SAR 20 million

  • Commercial (100% foreign): SAR 30 million

  • Agricultural: SAR 25 million

Singapore

Limited liability company 

The minimum paid up capital requirement is one dollar in the currency of the shareholder's choice unless a higher capital requirement is prescribed in a required license.

South Africa

There are generally no minimum share capital requirements in South Africa, however the laws of certain industries such as insurance and banking do impose minimum capital requirements. Companies can be formed with nominal share capital and funding can be provided by way of cash, assets or services subject to exchange control requirements in case of foreign investment.

South Korea

Joint-stock company (Jusik Hoesa)

No minimum capital requirement; however, in case of a foreign investor, KRW100 million required for each foreign investor to be qualified for benefits under the Foreign Investment Promotion Law (the FIPL).

Limited company (Yuhan Hoesa)

No minimum capital requirement; however, in the case of a foreign investor, KRW100 million required for each foreign investor to be qualified for benefits under the FIPL.

Spain

Branch (Sucursal)

There are no minimum capital (fund allocation) requirements.

Limited liability company (Sociedad Limitada)

Minimum of €3,000.

Joint-stock company (Sociedad Anónima)

Minimum of €60,000.

Sweden

Limited company Aktiebolag (AB) 

Private AB: SEK50,000 (roughly US$7,900) or the corresponding amount in EUR.

Public AB: SEK500,000 (roughly US$79,000) or the corresponding amount in EUR.

Trading partnership (Sw. handelsbolag, HB)

No minimum capital requirement.

Limited partnership (Sw. kommanditbolag, KB)

No minimum capital requirement.

Branch office (Sw. filial, Branch)

Not applicable for this jurisdiction.

Switzerland

Stock corporation

Minimum stated capital of CHF100,000. When issuing registered shares 20% of the share capital, but minimum of CHF50,000, has to be paid-in at the time of incorporation.

Taiwan

Company limited by shares

None, unless the company is engaged in a business/industry that is required by the competent authority to have a minimum amount of capital or if it employs a foreigner to work in Taiwan.

Closely-held company limited by shares

None, unless the CHC is engaged in a business/industry that is required by the competent authority to have a minimum amount of capital or if it employs a foreigner to work in Taiwan.

Limited company

None, unless the company is engaged in a business/industry that is required by the competent authority to have a minimum amount of capital or if it employs a foreigner to work in Taiwan.

Branch office of a foreign company

None, unless the branch office is engaged in a business/industry that is required by the competent authority to have a minimum amount of working capital or if it employs a foreigner to work in Taiwan.

Thailand

Private limited company

Amount of a contribution must be not less than THB5. Minimum number of shareholders is three. Theoretically, a minimum registered capital amount required to incorporate a private limited company is THB15.

Public limited company

No minimum capital requirement.

Partnerships

No minimum capital requirement.

Turkey

Joint-stock company (JSC)

Minimum capital requirement is TL 50,000; while this amount is TL 100,000 for the non-public JSCs, which accept the registered capital system.

Limited liability company (LLC)

Minimum capital requirement is TL 10,000.

United Arab Emirates

LLC

The UAE Companies Law does not prescribe any minimum share capital but the entity should have adequate capital to achieve the purposes of its incorporation and the capital shall consist of share equal in value. The current generally accepted minimum share capital for an LLC registered in Dubai is AED 100,000. Presently, there is no requirement to deposit the share capital in a UAE registered bank. It will suffice to include details of its share capital in the LLC's memorandum of association and to have the same duly notarised by the UAE notary public.

Branch

Not applicable for this jurisdiction.

FZ-LLC

Varies depending on the business park and business activity chosen in the Dubai Creative Clusters (DCC). For example, in Dubai Media City, the minimum paid up capital of AED 50,000 aside from activities within Broadcasting TV Segment and Radio Segment, which has a minimum capital requirement of AED 2.5 million.

FZ-Branch

Not applicable for this jurisdiction.

United Kingdom

Private limited company

Not applicable for this jurisdiction.

Registered UK establishment

Not applicable for this jurisdiction.

United States

C corporation

No minimum capital requirement.

S corporation

No minimum capital requirement.

Limited liability company (LLC)

No minimum capital requirement.

Vietnam

Generally, there are no minimum capital requirements, except for some strictly regulated businesses (eg, banking, insurance, securities, education, real estate development, etc.).