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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. There is an established form of bylaws and public notice that, if used, shall enable the registration of the SAS within five business days in the City of Buenos Aires. This corporate type aims to be a 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 two members and a maximum of fifty. 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 with no maximum number (at least three directors and one alternative director in case the company's capital stock exceeds ARS50 million). Directors shall last between one and three 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 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 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 with no maximum number (at least three directors and one alternative director in case the company's capital stock exceeds ARS50 million). Directors shall last between one and three 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 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)

    • One or more shareholders
    • The managers must be individuals, who may be appointed for an indefinite period. At least one director must be an Argentinean resident (provided that the Argentinian resident director is the legal representative of the company)
    • Statutory auditor is optional
    • 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 percent needs to be paid up front, 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 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 one regular and one 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 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 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 March 2021: ARS43,200).

    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 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 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 5 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 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.

    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 is entirely in digital form.

    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)

    Periodical meetings of the board are not required.

    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. SAS does not 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 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.

  • 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

    Not applicable for this jurisdiction.

  • 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 individuals, who may be appointed for an indefinite period

    Limited Liability Company (Sociedad de Responsabilidad Limitada or 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 (Sociedad Anónima or SA)

    At least 2 or more shareholders.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Only 1 shareholder is admitted.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    At least 1 shareholder.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    At least 1 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 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 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 (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 1 shareholder of the company is present.

    Simplified Corporation (Sociedad por Acciones Simplificada or 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 (Sociedad Anónima or SA)

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

    Not applicable for this jurisdiction.

  • Process of purchasing and utilizing a shelf company

    Not applicable for this jurisdiction.

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

Incorporation process

Argentina

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 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 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 5 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 business days, in case no observations are made by the Public Registry in the City of Buenos Aires.

Australia

Branch

A foreign company's registration with ASIC has the effect of establishing a branch office. The foreign company wishing to apply for registration should reserve the company's name to ensure that it is available in Australia and must lodge with ASIC an application form, together with a certified – and translated, if not in English – copy of the company's certificate of registration and constituent documents. Once the application is lodged, processing may take up to 28 days.

Proprietary company

An application for registration as an Australian company is required to be lodged with ASIC with the prescribed fee. Upon incorporation, ASIC will issue to the company a certificate of incorporation and an Australian company number (ACN). Taxation registrations are separate from the incorporation process.

Public company

An application for registration as an Australian company is required to be lodged with ASIC with the prescribed fee. Upon incorporation, ASIC will issue to the company a certificate of incorporation and an ACN. Taxation registrations are separate from the incorporation process.

Austria

Stock corporation (AG)

Filing an application with the local court (companies registry) for registration, together with articles of association in the form of a notarial deed, notarized resolutions on the appointment of the management board and the supervisory board, and a written confirmation by the founders (ie, the future shareholder), the members of the management board and the supervisory board that the AG has been properly set up, as well as a confirmation by a local bank that the stated capital has been paid.

Limited liability company (GmbH)

Filing an application with the local court (companies registry) for registration, together with the articles of association in the form of a notarial deed, notarized resolutions on the appointment of the managing directors, and a confirmation by a local bank that the stated capital has been paid.

Bahrain

With Limited Liability (WLL)

  • All the cash and in-kind contributions have to be distributed amongst the shareholders and paid in full and the in-kind contributions have to be delivered to the company.
  • Submit a shareholder resolution along with a draft memorandum of association to the MOICT and Central Bank of Bahrain (CBB) (if the company exercises CBB regulated activities).

Closed Shareholding Company (BSC(c))

  • Submit a shareholder resolution along with a draft memorandum of association and articles of association to the MOICT and CBB (if the company exercises CBB regulated activities).
  • A minimum of 50 percent of the capital must be paid initially at the time of incorporation; the remaining to be paid within 3 years.

Foreign Branch (Branch)

A resolution must be obtained from the parent company to establish a branch office in Bahrain and must be submitted to the MOICT and CBB (if the company exercises CBB regulated activities).

Belgium

Public limited company (société anonyme/naamloze vennootschap)

The public limited company will be incorporated at the occasion of an incorporation meeting. The meeting must be held in the presence of a notary public. The incorporation deed will be passed during this incorporation meeting and will not only incorporate the public limited company, but will also contain the public limited company's articles of association.

Bank certificate in case the public limited company is incorporated by means of a contribution in cash. Prior to the incorporation of the public limited company, the notary public passing the deed of incorporation must be provided with a financial plan (see below), prepared and signed by the incorporator(s). In this financial plan, the incorporators justify the amount of the capital for a first period of at least 2 years.

The articles of association must, among others, contain the following information: name, region of registered office, corporate object, capital, shares, identity of the directors and the rules of representation of the public limited company, date of the annual shareholders' meeting and the financial year. In case the public limited company's registered office is located in the Brussels region, the choice exists between French and/or Dutch as language of the articles of association, but when the registered office is located in the Flemish or the Walloon region, the official language of the articles of association will, mandatorily, be respectively Dutch and French.

The incorporating shareholder(s) must be present or represented at the incorporation meeting which must be held in the presence of a notary public. The proxies do not need to be legalized (a private proxy is sufficient).

The new public limited company must be registered with the Crossroads Bank for Enterprises.

Public limited companies subject to the Belgian income tax regime must be affiliated with a Belgian social insurance fund. This formality should be complied with within a period of 3 months as of the incorporation of the public limited company.

The incorporation deed must be filed with the clerk's office of the competent enterprise court for publication in the Annexes to the Belgian State Gazette.

Immediately after the incorporating meeting and included in the same notarial deed, a general shareholders' meeting will be held, which will appoint the director(s) (at least 3 directors, or 2 directors if less than 3 shareholders, should be appointe; sole director if foreseen in the articles of association) or, in the event a dualistic board structure is chosen, the board of supervision and, if applicable, the statutory auditor.

Following the appointment of the director(s) at the occasion of the general shareholders' meeting, a meeting of the board of directors can immediately be held as well, during which a managing director (or general manager) in charge of the daily management can be appointed or, in the event a dualistic board structure is chosen, the executive board. In case the directors cannot attend the meeting, they may be represented by way of proxy.

Limited company (société à responsabilité limitée/besloten vennootschap)

The limited company will be incorporated at the occasion of an incorporation meeting. The meeting must be held in the presence of a notary public the incorporation deed, which will be passed during this incorporation meeting and will not only incorporate the limited company, but will also contain the limited company's articles of association.

Bank certificate in case the limited company is incorporated by means of a contribution in cash. However, such contribution is not required anymore and is voluntary.

Prior to the incorporation of the limited company, the notary public passing the deed of incorporation must be provided with a financial plan, prepared and signed by the incorporator(s). In this financial plan, the incorporator(s) justify the amount of the net equity for a first period of at least 2 years.

The financial plan must contain at least the following elements:

  • A detailed description of the planned activities
  • An overview of all sources of financing upon incorporation, where applicable, with an indication of the securities provided in this context
  • An opening balance sheet as well as pro forma balance sheet after 12 and 24 months
  • A pro forma profit and loss statement after 12 and 24 months
  • A budget of the expected income and expenditure for a period of at least 2 years after its incorporation
  • A description of the assumptions used to estimate the expected turnover and the expected profitability and
  • If applicable, the name of the external expert who assisted in drawing up the financial plan.

The articles of association must, among others, contain the following information:

  • Name
  • Region of registered office
  • Corporate object
  • Net equity
  • Shares
  • Identity of the directors and the rules of representation of the limited company
  • Date of the annual shareholders' meeting
  • The financial year

In case the limited company's registered office is located in the Brussels region, the choice exists between French and/or Dutch as language of the articles of association, but, when the registered office is located in the Flemish or the Walloon region, the official language of the articles of association will, mandatorily, be Dutch and French, respectively.

The incorporating shareholder(s) must be present or represented at the incorporation meeting which must be held in the presence of a notary public. The proxies do not need to be legalized (a private proxy is sufficient).

The new limited company must be registered with the Crossroads Bank for Enterprises for publication in the Annexes to the Belgian State Gazette.

Limited companies subject to the Belgian income tax regime must be affiliated with a Belgian social insurance fund. This formality should be complied with within a period of 3 months as of the incorporation of the limited company.

Incorporation deed must be filed with the clerk's office of the competent Enterprise Court.

Immediately after the incorporating meeting and included in the same notarial deed, a general shareholders' meeting will be held, which will appoint the director(s) – if there are several directors, they form a (non-collegial) board – and, if applicable, the statutory auditor.

Belgian branch office of a foreign company

If the competent corporate body of the foreign company decides to open a Belgian branch office, such resolution should contain certain specific decisions, such as the address and description of the activities of the Belgian branch office and the appointment of a legal representative. The signature of the authorized officer(s) of the foreign company should be legalized and certified by a public notary (or the equivalent foreign authority), whose signature in turn should be legalized by way of an Apostille, which is a procedure provided for by The Hague Convention.

If the resolution has not been drafted in the official language of the region where the Belgian branch office will be located (ie, Dutch in the Flemish Region, French in the Walloon Region and Dutch or French in the Brussels Capital Region), then the resolution must be translated by a Belgian sworn translator. The original resolution and, as the case may be, its sworn translation, together with certain other documents related to the foreign company, then must be filed with the clerk's office of the competent enterprise court, which will arrange for its subsequent publication in the Annexes to the Belgian State Gazette. In addition, the last annual accounts, which have been approved by the shareholders of the foreign company, and, as the case may be, the consolidated annual accounts, must be filed with the National Bank of Belgium. Finally, the Belgian branch office must be registered with the Crossroads Bank for Enterprises and the VAT administration.

Brazil

Limited liability company (Sociedade Limitada)

The incorporation process of a Sociedade Limitada begins with the execution of the articles of organization by its quotaholder(s) (or its/their representatives, as the case may be) and the subsequent filing of this document with the respective state commercial registry.

Corporation (Sociedade Anônima)

Filing of the minutes of the shareholders' meeting which approved the incorporation of the corporation and its bylaws with the respective state commercial registry. At least 10 percent of the initial capital shall be paid in at the moment of incorporation.

Canada

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

Companies that are incorporated federally must file Articles of Incorporation with Innovation, Science and Economic Development Canada (Corporations Canada). Companies that are incorporated under a Canadian province or territory must file Articles of Incorporation with the equivalent provincial or territorial government authority.

Chile

Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

SRLs shall be incorporated by public deed, which contains the bylaws. An abstract of the incorporation public deed must be registered in the Registry of Commerce of the company’s domicile and published in the Official Gazette within 60 days from the date of the public deed.

Corporation (Sociedad Anónima or S.A.)

Corporations shall be incorporated by public deed, which contains the bylaws. An abstract of the incorporation public deed must be registered with the Registry of Commerce of the company’s domicile and published in the Official Gazette within 60 days from the date of the public deed.

Simplified Corporation (Sociedades por Acciones or SpA)

SpAs may be incorporated by public deed or private instrument duly authorized by a public notary in Chile. Its bylaws are contained in the incorporation public deed or private instrument. An abstract of the incorporation public deed or private instrument must be registered in the Registry of Commerce of the company’s domicile and published in the Official Gazette within 1 month from the date of the incorporation.

Branch of a Foreign Legal Entity (Agencia)

Branches of foreign legal companies are established in Chile by an agent or representative of the parent. For this purpose, the agent shall notarize in its official language and translate into Spanish, if drafted in another language, the following documents:

(i) Documents that prove that the foreign company is legally constituted according to the law of the country of origin and a certificate of good standing of the company

(ii) An authentic copy of the current bylaws of the foreign company and

(iii) General power of attorney granted by the foreign corporation to the agent who will represent it.

Additionally, the agent shall make a statement with the mentions required by the Commerce Code or the Corporations Act, as applicable. The statement shall be made by public deed executed on the same date and before the same notary where the abovementioned documents were registered.

An abstract of the notarized documents and the public deed must be registered in the Commercial Registry correspondent to the branch’s domicile and published in the Official Gazette within 60 days from the date of notarization.

China

The incorporation of a foreign-invested LLC typically consists of the following steps:

  1. File application to register the name with the AMR
  2. File application for registration of the establishment of an LLC with the AMR
  3. File reporting of certain foreign investment information with the MOFCOM and
  4. File post-registration applications with various authorities such as tax, foreign exchange and customs.

Colombia

For all entity types:

  • Search for homonyms
  • Drafting and approval of bylaws and articles of incorporation
  • Formalization of documents with a Colombian Notary Public and
  • Registration of the public deed with Registry of Commerce. As an exception, an entity can be incorporated through private documents when they satisfy the characteristics of a micro-enterprise under Colombian law

Simplified stock company (Sociedad por Acciones Simplificada)

  • Homonymy search
  • Drafting and approval of bylaws and articles of incorporation and
  • Registration of the private document before the Registry of Commerce

Czech Republic

Limited liability company

Filing an application with a local court (registration court) for registration, together with the articles of association in the form of a notarial deed, which contains the appointment of the first managing directors, and a confirmation by a local bank that the stated capital has been paid. If the stated capital does not exceed CZK 20,000, the confirmation by bank is not required.

Joint stock company

Filing an application with a local court (companies registry) for registration, together with articles of association in the form of a notarial deed, which contains the appointment of the first members of the management board and the supervisory board, and a confirmation by a local bank that the stated capital has been paid.

Denmark

Limited liability company (Kapitalselskab)

A Danish limited company may be incorporated by 1 or more founders.

Both natural and legal persons can act as founders of the company. The founder does not have to be a Danish citizen, or an entity established in Denmark.

The founder needs to prepare at least 2 documents before applying for registration with the Danish Business Authority: The Memorandum of Association (stiftelsesdokument) and the Articles of Association (vedtægter).

Where the share capital of the limited company is to be paid in assets other than cash (apportindskud), a valuation report is also to be enclosed.

Once the Memorandum of Association has been signed, the application for registration of the company with the Danish Business Authority must be submitted within two weeks.

When the company has been registered in the Danish Business Authority's IT system, it will receive a registration number (CVR no.) and the registration is granted with effect from the date of signature of the Memorandum of Association.

As soon as possible after the formation of the company, the management must set up a (non-public) register of all shareholders who have subscribed for shares in the company.

If the company has a board of directors, the duties of the board of directors must be laid down in the rules of procedure (forretningsorden).

The new Danish limited company must generally appoint an auditor upon formation, but under certain conditions the company can deselect auditing.

If a company has several shareholders, it will often be relevant to enter into a shareholders' agreement in close connection to the formation of the company (ejeraftale).

A shareholders' agreement may, for example, contain provisions on voting rights, restrictions on the transfer of shares, the right to appoint members of the board, etc. While a shareholders' agreement does not bind the company – and therefore has no effect on the validity of the decisions made by the general meeting – the agreement is still valid among the shareholders, and a violation of the shareholders' agreement will often result in the party in breach incurring liability.

Egypt

Corporate entities, branches and ROs require an approval from the GAFI or the Financial Regulatory Authority (FRA), in case of capital market activities, to establish them after submitting required documents. Moreover, they must be registered with the CRD.

Work and residence permits for foreign employees, managers or officers must be obtained prior to starting any work in Egypt.

Finland

Osakeyhtiö (Oy)

Signing of agreement of incorporation, payment of (possible) share capital and registration of agreement of incorporation with the Trade Register.

France

Société par actions simplifiée (SAS)

Must apply for registration with the Registry of Commerce and Companies (RCS) with filing of the bylaws. Process can take from 48 hours to 4 weeks (in the event the company's registered office is located in the east of France) following the filing of the required documents with the Registry of Commerce and Companies and depending on the reactivity of the Registry of Commerce and Companies where the document shall be filed. List of documents:

  • A copy of the bylaws and list of subscribers
  • A copy of the signed lease/sublease/domiciliation agreement
  • A copy of the certificate of deposit of funds issued by the bank/notary
  • A copy of the acceptance letter of the principal and substitute statutory auditors (if any)
  • A copy of the valid passport of the president and of the statement of non-conviction
  • In the event the president to be appointed is a legal entity, an original of less than 3 months of the up-to-date company extract issued by the competent Company Register and a copy of the valid passport of the legal representative of the legal entity to be appointed as president
  • A copy of the valid passport of the general manager(s) and of the statement of non-conviction, if any
  • A copy of the valid passport of the members of the board and of their statement of non-conviction, if any, and
  • A copy of the beneficial owner declaration executed by the legal representative of the company. It is reminded that, pursuant to the provisions of Articles L. 561-2-2, L. 561-46 à L. 561-50, R. 561-1 à R. 561-3 and R. 561-55 à R. 561-63 of the French Monetary and Financial Code, any French company (having its registered office in a French department) must file a declaration with the clerk's office of the Commercial Court regarding its ultimate beneficial owner (otherwise the legal representative will be liable with a fine of EUR7,500 and imprisonment). In the event the beneficial owner changes, a new declaration must be filed within 30 days of this change.

For the beneficial owner to be disclosed, he or she must be an individual (not a legal entity) who:

  • who owns, directly or indirectly more than 25 percent of the share capital, or
  • who owns, directly or indirectly, more than 25 percent of the voting rights, or
  • has a power of control over the management of the declaring entity or over the general meetings of its shareholders

In the event it is not possible to determine the identity of the beneficial owner (ie, at the level of the top company, no individual fulfills 1 of the above criteria), the legal representative(s) of the declaring entity will have to be declared as beneficial owner; in the event the legal representative of the declaring entity is a legal entity, it will be necessary to declare the identity of the individual acting as legal representative of this legal entity.

Société à responsabilité limitée (SARL)

Must apply for registration with the Registry of Commerce and Companies (RCS) with filing of the bylaws. Process can take from 48 hours to 4 weeks (in the event the company's registered office is located in the east of France) following the filing of the required documents with the Registry of Commerce and Companies and depending on the reactivity of the Registry of Commerce and Companies where the document shall be filed. List of documents:

  • A copy of the bylaws
  • A copy of the signed lease/sublease/domiciliation agreement
  • A copy of the certificate of deposit of funds issued by the bank/notary
  • A copy of the acceptance letter of the principal and substitute statutory auditors (if any)
  • A copy of the valid passport of the gérant and of the statement of non-conviction and
  • A copy of the beneficial owner declaration executed by the legal representative of the company: it is reminded that pursuant to the provisions of Articles L. 561-2-2, L. 561-46 à L. 561-50, R. 561-1 à R. 561-3 and R. 561-55 à R. 561-63 of the French Monetary and Financial Code, any French company (having its registered office in a French department) must file a declaration with the clerk's office of the Commercial Court regarding its ultimate beneficial owner (otherwise the legal representative will be liable with a fine of EUR7,500 and imprisonment). In the event the beneficial owner changes, a new declaration must be filed within 30 days of this change.

For the beneficial owner to be disclosed, he or she must be an individual (not a legal entity) who:

  • who owns, directly or indirectly more than 25 percent of the share capital, or
  • who owns, directly or indirectly, more than 25 percent of the voting rights, or
  • has a power of control over the management of the declaring entity or over the general meetings of its shareholders

In the event it is not possible to determine the identity of the beneficial owner (ie, at the level of the top company, no individual fulfills 1 of the above criteria), the legal representative(s) of the declaring entity will have to be declared as beneficial owner; in the event the legal representative of the declaring entity is a legal entity, it will be necessary to declare the identity of the individual acting as legal representative of this legal entity.

Société anonyme (SA)

Must apply for registration with the Registry of Commerce and Companies (RCS) with filing of the bylaws. Process can take from 48 hours to 4 weeks (in the event the company's registered office is located in the east of France) following the filing of the required documents with the Registry of Commerce and Companies and depending on the reactivity of the Registry of Commerce and Companies where the document shall be filed. List of documents:

  • A copy of the bylaws and list of subscribers
  • A copy of the minutes appointing the chairman of the board and the general manager
  • A copy of the signed lease/sublease/domiciliation agreement
  • A copy of the certificate of deposit of funds issued by the bank/notary
  • A copy of the acceptance letter of the principal and substitute statutory auditors (if any)
  • A copy of the valid passport of the directors, chairman of the board and general manager and of their statement of non-conviction and
  • A copy of the beneficial owner declaration executed by the legal representative of the company: it is reminded that pursuant to the provisions of Articles L. 561-2-2, L. 561-46 à L. 561-50, R. 561-1 à R. 561-3 and R. 561-55 à R. 561-63 of the French Monetary and Financial Code, any French company (having its registered office in a French department) must file a declaration with the clerk's office of the Commercial Court regarding its ultimate beneficial owner (otherwise the legal representative will be liable with a fine of EUR7,500 and imprisonment). In the event the beneficial owner changes, a new declaration must be filed within 30 days of this change.

For the beneficial owner to be disclosed, he or she must be an individual (not a legal entity) who:

  • who owns, directly or indirectly more than 25 percent of the share capital, or
  • owns, directly or indirectly, more than 25 percent of the voting rights, or
  • has a power of control over the management of the declaring entity or over the general meetings of its shareholders

In the event it is not possible to determine the identity of the beneficial owner (ie, at the level of the top company, no individual fulfills 1 of the above criteria), the legal representative(s) of the declaring entity will have to be declared as beneficial owner; in the event the legal representative of the declaring entity is a legal entity, it will be necessary to declare the identity of the individual acting as legal representative of this legal entity.

Branch of a foreign company

The required documents to incorporate a branch in France are:

  1. Name of the legal representative in France of the branch, together with a copy of his/her valid passport
  2. Name of the legal representative in the US, together with a copy of his/her valid passport and his/her personal address (please note that this person can be the same as in (1) above. Consequently, the French branch would have only 1 legal representative, acting in France and in the US)
  3. A copy of the articles of association and of the bylaws of the US company, to be certified conform to the original by the legal representative in France of the branch, together with a copy of a French translation, to be certified to conform to the original by the legal representative in France of the branch
  4. Original of the certificate of incorporation of the US company issued by the relevant US authorities, dated less than 3 months (to be certified as being original by the legal representative in France of the branch), together with a French translation, certified to conform to the original by the legal representative in France of the branch
  5. A short description of the business of the branch, the starting date of business and the number of employees, if any, at the time of the registration
  6. A copy of the executed commercial lease or domiciliation contract for the premises where the French branch will be located (in French). We can provide for the whereabouts of a domiciliation company we are used to work with, if necessary, and
  7. A copy of the beneficial owner declaration executed by the French representative of the French branch.

Germany

GmbH – limited liability company

Notarial certification for the articles of association to be filed with the local commercial register (Handelsregister).

Greece

Societe anonyme (S.A.)

Pursuant to Greek Law, the incorporation of a societe anonyme is completed through a simplified procedure, which is called the "1-stop service."

The societe anonyme can be formed before a notary public with a notarial deed or with a private document where the articles of association are included (which is under control of the General Commercial Registry Services – under this regime, all documents required for the incorporation are submitted in writing or electronic form). Publicity is required for processing of the establishment of a societe anonyme in Greece.

Obligation for publicity concern among others the act of incorporation and the articles of association, if it consists of a different act, as well as any amendments thereof which do not need to have been performed by means of notarial deed.

Limited liability company (L.T.D.)

Established and amended by a notarial deed of notary public or a private document, which is under control of the General Commercial Registry Services. The LTD is incorporated through the "1 stop shop" authorities, as defined by law.

Private company (P.C.)

Incorporated through the "1 stop shop" authorities, as defined by law. The PC is established and amended by a simple private document, which is under control of the General Commercial Registry Services.

Hong Kong, SAR

Limited private companies

File Incorporation Form, Notice to Business Registration Office and Articles of Association with the Companies Registry.

Hungary

A corporate entity is established by:

  • Founding shareholders or quotaholder(s) executing, among other documents, the articles of association of a company; to be effective, the articles of association must be countersigned by a lawyer or must be incorporated into a notarial deed
  • Filing an application for registration with the Court of Registration within 30 days from the date of execution of the articles of association and
  • Registration of a corporate entity with the court of registration. The registration procedure is generally completed within 1 to 15 working days after the application is filed.

Representation by a Hungarian attorney at law is mandatory in the course of registration.

Registration has a constitutive effect (i.e., a corporate entity is deemed to exist from the date of registration). However, with the registration the acts of the would-be company taken after the countersigning of the articles of the association shall be deemed the act of the registered company with retroactive effect.

Note: The mandatory set of documentation differs between the corporate form. In addition, directors or managing directors and other officers (eg, statutory auditor or supervisory board members) must execute certain documents (eg, declaration of acceptance).

India

Private limited company

Reserve name; submit memorandum of association and articles of association with the appropriate Registrar of Companies (ROC) in the state where the incorporation is sought. Current online incorporation forms provide for the reservation of name, allotment of DIN and the allotment of tax IDs (PAN and TAN) along with the incorporation.

Indonesia

Foreign investment limited liability company in general

  • Establish the company by signing the deed of establishment (which includes the articles of association). Then, after being registered with the MOLHR and obtaining proof of registration, the company will obtain legal entity status. The MOLHR’s online/registration system will additionally issue a taxpayer identification number (Nomor Pokok Wajib Pajak or NPWP) to the newly established company.
  • Apply for a Business Identification Number (NIB) through the Online Single Submission (OSS) system maintained by the OSS Agency. The NIB also applies as a Company Registration Certificate (TDP), Importer’s Identification Number (API), customs access and initial mandatory manpower reporting. If foreign manpower is going to be employed, an application for a license to use foreign manpower may additionally be submitted through the OSS. Acquiring an NIB means that the company has participated in health and manpower social security programs.
  • Attain relevant licenses (Business, Commercial, Operating, Environmental and others) through the OSS by fulfilling certain commitments. Certain business licenses must be acquired through the Investment Coordinating Board (BKPM) or other government institutions.
  • Fulfill various post-establishment company obligations such as reporting obligation, creating a masterlist (if applicable) and other obligations.

Ireland

Private company limited by shares (LTD)

For purposes of incorporation, the following documentation must be submitted to the Companies Registration Office (CRO):

  • Fee of EUR100 (or EUR50 if the online incorporation scheme is used)
  • The company's constitution
  • A Form A1 which contains details of the company's
    • Name
    • Registered office
    • Principal activity
    • Directors and secretary and
    • Subscribers and their shares.

External company

For purposes of registration, the following must be submitted to the Companies Registration Office (CRO) within 30 days of the date of establishment of the branch in Ireland:

  • Fee of EUR60
  • CRO Form F12 or F13 (depending on whether the branch is a branch of an EEA or a non-EEA country company)
  • Certified copy of the foreign company's constitutional documentation and certificate/articles of incorporation and
  • A copy of the latest publicly filed accounting documents of the foreign company (translated into English, if required)

If the documents are not written in the Irish or English language, a certified translation will be required.

Israel

Company

Filing of various documents with the Israeli Registrar of Companies, including the company’s articles of association and other incorporation forms.

Branch / representative office

Filing of various documents with the Israeli Registrar of Companies, including a Hebrew translation of the Original Entity’s incorporation documents.

Italy

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

The S.r.l. may be incorporated either by contract or unilateral act and the articles of association shall be drafted by way of a public deed.

Therefore, the incorporation meeting takes place before an Italian Notary Public and provides for, inter alia, the filing and registration of the articles of association (and the annexed bylaws) with the competent Chamber of Commerce/Companies' Register.

Japan

Registered branch

A foreign company is required to register with the Legal Affairs Bureau.

Kabushiki-Kaisha (KK)

Notarization of the Articles of Incorporation by Japanese notary public and registration with the Legal Affairs Bureau are required.

Godo-Kaisha (GK)

Registration with the Legal Affairs Bureau is required.

Luxembourg

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

Prior to the incorporation meeting, the share capital amount (ie, at least EUR12,000) must be deposited into the Luxembourg bank account of the company. The bank will block the share capital amount and issue a blocking certificate to the attention of the Luxembourg notary. The incorporation meeting must be held in the presence of a Luxembourg notary public (to which the shareholders may be present or represented on the basis of proxies) at the occasion of which it will be decided to incorporate the S.à r.l. and adopt its articles of association. The share capital amount will be released after incorporation. The incorporation deed, including the articles of association, must be filed with the Luxembourg Register of Commerce and Companies within 1 month and will be published in full to the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations).

An S.à r.l. may also be incorporated by means of a contribution in kind (or a mix of cash and kind), the value of such contribution having to be certified by the contributing shareholder to the Luxembourg notary. No external audit report is required.

An S.à r.l. exists as from the date of its incorporation meeting.

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

Prior to the incorporation meeting, the share capital amount (ie, at least EUR30,000) must be deposited into the Luxembourg bank account of the company. The bank will block the share capital amount and issue a blocking certificate to the attention of the Luxembourg notary. The incorporation meeting must be held in the presence of a Luxembourg notary public (to which the shareholders can be present or represented on the basis of proxies) at the occasion of which it will be decided to incorporate the SA and adopt its articles of association.

The share capital amount will be released after incorporation. The incorporation deed including the articles of association must be filed with the Luxembourg Register of Commerce and Companies within 1 month and will be published in full to the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations).

An SA may also be incorporated by means of a contribution in kind (or a mix of cash and kind), the value of such contribution certified by an external auditor (réviseur d’entreprise agréé) to the Luxembourg notary.

However, no report of an external auditor will be required if at least 90 percent of the share capital to be issued is paid by contribution(s) in kind, under to the following conditions:

  • The founders must agree to waive the issuance of the report
  • A record of the waiver must be annexed to the deed of incorporation
  • The contributing companies must have financial reserves, and these reserves must be at least equal to the nominal value or the nominal value of the shares (issued as consideration for the contribution(s) in kind)
  • The contributing companies must guarantee the debts of the receiving company up to an amount equal to the nominal value or the par value of the shares (issued as consideration for the contribution or contributions in kind) until 1 year after the publication of the first financial year accounts. During this period, the shares may not be transferred, and
  • The contributing companies must allocate to a blocked reserve for 3 years (starting from the publication of the first financial year accounts) a sum equal to the nominal value or the nominal amount of the shares (issued against the contribution(s) in kind).

An SA exists as from the date of its incorporation meeting.

Special limited partnership (Société en commandite spéciale or SCSp)

The SCSp may be formed before a Luxembourg notary or under private seal, which is the most common. There is a high level of contractual freedom, the provisions applicable to the SCSp being contractually provided for in the limited partnership agreement. The SCSp is formed by the execution of the limited partnership agreement by at least 1 general partner (associé commandité) and at least 1 limited partner (associé commanditaire).

The contributions can be made by means of a contribution in cash, kind or industry. No external valuation is required.

An SCSp exists as from the date of execution of its limited partnership agreement. Extracts of the limited partnership agreement must be filed with the Luxembourg Register of Commerce and Companies within 1 month from its execution and published with the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations).

Malaysia

A private limited company must be registered with the Companies Commission of Malaysia, and the promoter of such company must file the necessary incorporation documents to the Companies Commission of Malaysia.

Digitalized process for company registration:

Instead of manually filling in the required forms downloaded from the SSM website, entrepreneurs can now register their Sdn Bhd online by filling in the Super Form on the MyCoID 2016 portal.

Mauritius

The incorporation of a company is done by the Registrar of Companies by submitting an application online.

An application for incorporation is submitted to the Registrar of Companies with the name of the proposed company, specifying whether the liability of the company will be limited or unlimited, whether the company is to be private, the registered address, the name and address of the applicant, the director, the shareholder and secretary of the company.

There is a prescribed fee of MUR3,000 to pay and the company will then be assigned a company number and a certificate of incorporation.

For Global Business Corporations and Authorised Companies, the application for incorporation must be made through a management company licensed by the FSC. An application to the FSC must also be made to obtain the Global Business Corporation Licence or the Authorised Company Licence.

Mexico

S.A. de C.V.

  • Request of use of corporate name
  • Drafting and approval of bylaws and articles of incorporation
  • Integration of a KYC file
  • Formalization of the documents with a Mexican Notary Public, and
  • Registration of the public deed with Public Registry of Commerce.

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

  • Request of use of corporate name
  • Drafting and approval of bylaws and articles of formation
  • Integration of a KYC file
  • Formalization of the documents with a Mexican Notary Public, and
  • Registration of the public deed with Public Registry of Commerce.

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

  • Request of use of corporate name
  • Drafting and approval of bylaws and articles of incorporation
  • Integration of a KYC file
  • Formalization of the documents with a Mexican Notary Public, and
  • Registration of the public deed with Public Registry of Commerce.

Netherlands

Branch office

A branch office is ‘established’ by a resolution of (the appropriate corporate body under the governing law of) the head office to establish a branch office, followed by registration thereof in the Dutch Trade Register. For such registration, notarized and apostilled copies of the charter documents of the head office are required, as well as an original apostilled extract of the head office from the local commercial register and original signed data cards and notarized and apostilled passport copies of the directors of the head office and any proxy holders of the branch office appointed in the resolution regarding its establishment.

B.V. (private company with limited liability)

Execute a deed of incorporation (including articles of association) before a civil law notary officiating in the Netherlands. The incorporator/shareholder can grant written power of attorney to the notary so that no personal appearance in the Netherlands will be required. After execution of the deed, the notary files the articles of the BV, and the details of its directors, its ultimate beneficial owners (natural persons directly or indirectly holding more than 25% of the shares or the voting rights) and of the shareholder (only in case of 100-percent shareholding) with the Dutch Trade Register. The notary prepares a shareholders’ register of the BV, which thereafter requires to be kept by the board of directors of the BV at its office address.

Co-operative U.A.

Execute a deed of incorporation (including articles of association) before a civil law notary officiating in the Netherlands. Incorporators/members can grant written power of attorney to the notary so that no personal appearance in the Netherlands will be required. After execution of the deed, the notary files the articles of the co-operative and the details of its board members and its ultimate beneficial owners (natural persons directly or indirectly holding more than 25% of the interests in the co-operative or the voting rights)  with the Dutch Trade Register. The notary prepares a members’ agreement (to be signed by the members of the co-operative) and a members’ register of the co-operative, which thereafter requires to be kept by the management board of the co-operative at its office address

C.V. (a limited partnership)

Execute partnership agreement. After execution of the partnership agreement, it is often the notary who files the details of the limited partnership,its general partners and its ultimate beneficial owners (natural persons directly or indirectly holding more than 25% of the interests in the CV or the voting rights)  with the Dutch Trade Register.

New Zealand

Limited liability company

An application for registration as a limited liability company is required to be lodged with the Companies Office with the prescribed fee. The application requires at least 1 director (subject to NZ residency rules), 1 shareholder, 1 share and a registered office. The registered office must be a physical address (ie, not a post office box) in New Zealand.

Upon incorporation, the Companies Office will issue to the company a certificate of incorporation and a NZCN. It is also possible to apply for a New Zealand tax number (IRD number) at the time of the incorporation process.

Branch

An overseas company's registration with the Companies Office has the effect of establishing a branch office. The overseas company wishing to apply for registration should reserve the company's name to ensure that it is available in New Zealand. Registering as an overseas company entails filing certified copies of its foreign incorporation certificate and constitutional documents (with English translations if necessary), details of its directors and the name of a person in New Zealand who is authorised to accept process notices on its behalf. Registration can take up to a few days to complete. Once registered, it will have on-going filing requirements with the Companies Office, including filing annual returns. "Large" overseas companies must file audited financial statements for the New Zealand branch and for the overseas company. If the branch is also "large" in its own right, the branch will need to file audited financial statements for the branch's business as well as the overseas company.

Nigeria

Companies operating in Nigeria must be incorporated with the Corporate Affairs Commission (CAC). The process for incorporation includes:

  • Availability check and reservation of name
  • Preparation of memorandum and articles of association
  • Completing the incorporation form online
  • Stamping of incorporation documents
  • Filing of incorporation documents including forms of identification for directors and shareholders
  • Obtaining the certificate of incorporation.

Norway

Private LLCs

Incorporation starts with signing a memorandum of incorporation setting out among other the name of the company, the purpose, number of shares and share capital. Subsequently, the minimum share contribution has to be made. If the contribution shall be made in cash, the company has to establish a Norwegian bank account to make the contribution. Following this, incorporation of the company is filed on a coordinated register notification with the NRRB along with memorandum of incorporation, articles of association and a declaration from an auditor or financial institution stating that the share capital has been paid to the company mentioned. If some part or all of the share capital is going to be contributed as non-cash contributions, a statement from the founders regarding the contribution in kind, confirmed by an auditor, also has to be filed with the NRBE.

Public LLCs

The incorporation process for public LLCs is similar to the process for private LLCs.

Partnerships with liability

Incorporation starts with signing a partnership agreement setting out among other the name of the partners, the purpose, the ownership percentage and whether the partners' liability is pro rata or joint and several. If the partners are obligated to pay a contribution to the partnership, the partnership agreement has to reflect this. If a partnership will have a board of directors and/or an auditor, partnership meeting minutes with appointments and a declaration of willingness from the auditor will have to be attached as well. Following this, incorporation of the company is filed on a Coordinated Register Notification with the NRBE along with the partnership agreement attached.

Philippines

To apply for incorporation, the incorporators must access online https://crs.sec.gov.ph and fill out an application form. The availability of the name is verified online by filing the application. The required documents are uploaded to the SEC system and, upon approval, an email is sent to the applicant. Upon payment of fees and presentation of proof of payment, the applicant then submits the original signed and notarized documents to the SEC onsite.

Subsidiary

File the following with the SEC:

  • Articles of incorporation and bylaws
  • Name verification slip (reserving a corporation name) and
  • Treasurer’s Affidavit (please see note)

Note: Pursuant to the Revised Corporation Code, the corporation is now required to declare in its articles of incorporation that the treasurer-in-trust has certified that the information with respect to the capital structure of the corporation is correct and that the paid-up portion of the subscription in cash for the benefit and credit of the corporation has been duly received. This declaration removes the requirement of a Treasurer’s Affidavit. We note, however, that the SEC has yet to issue guidelines on incorporation requirements pursuant to these changes brought about by the Revised Corporation Code.

Further to this, a certificate of deposit issued by a bank showing that the paid-up capital portion of the authorized capital stock is duly deposited in this bank is generally not required by the SEC. However, the deposit must be completed and available to be in compliance with applicable law. It is recommended to obtain the bank certificate for ease of processing of the incorporation.

Basic filing fee in the amount of 1/5 of 1 percent of the authorized capital stock of the proposed company or the subscription price of the subscribed capital stock, whichever is higher, plus an additional amount of 1 percent of the basic filing fee for legal research fund, which in no case should be less than PHP2,000.

Branch office

File the following with the SEC:

  • Application form
  • Name verification slip
  • Apostilled copy of the board resolution authorizing the establishment of a branch, designating the resident agent and stipulating that, in the absence of such agent or upon cessation of its operations in the Philippines, any summons or legal processes may be served to SEC as if the same is made upon the corporation at its home office.
  • Apostilled copy of the financial statements as of a date not exceeding 1 year immediately prior to the application, certified by an independent Certified Public Accountant of the home country
  • Apostilled copy of the articles of incorporation with an English translation if in a language other than English
  • Proof of inward remittance, such as a bank certificate of inward remittance
  • Resident agent's acceptance of appointment (not required if agent is the signatory in the application form)
  • Affidavit executed by the resident agent stating that the applicant is solvent and in sound financial condition and
  • Endorsement/clearance from other government agencies, if applicable.

The filing fee is 1 percent of the actual inward remittance of the corporation converted into Philippine currency, but not less than PHP3,000.

Representative office

Same requirements as for a branch office.

Filing fee is 1/10 of 1 percent of the actual inward remittance of the corporation into Philippine currency, but not less than PHP3,000.

Regional or area headquarters

File the following with the SEC:

  • Application form
  • Name verification slip
  • Certification from the Philippine Consulate/Embassy or the Philippine Commercial Office or from the equivalent office of the Philippine Department of Trade and Industry in the applicant's home country that the said foreign firm is an entity engaged in international trade with affiliates, subsidiaries or branch offices in the Asia Pacific and other foreign markets
  • Apostilled copy of the certification from the principal officer of the foreign entity that the said foreign entity has been authorized by its board of directors or governing body to establish its regional or area headquarters of regional operating headquarters in the Philippines
  • Affidavit of undertaking to change corporate name (not required if already stated in the application form)
  • Endorsement of the Board of Investments and
  • Endorsement/clearance from appropriate government agencies, if applicable.

Filing fee is PHP5,000, plus 1 percent of the filing fee.

Regional operating headquarters

Same requirements as for a regional or area headquarters.

Filing fee is 1 percent of the actual remittance but not less than 1 percent of peso equivalent of PHP200,000 at the time of remittance.

Partnership

File the following with the SEC:

  • Name verification slip
  • Articles of partnership
  • Joint affidavit of  2 partners to change partnership name (not required if already stated in the articles of partnership)
  • Endorsement/clearance from other government agencies, if applicable and
  • Foreign Investment Act Form 105.

Filing fee of 1/5 of 1 percent of the partnership's capital but not less than PHP2,000 plus 1 percent of the amount as a legal research fee.

Poland

Corporations

In respect to limited liability companies, the prospective shareholders generally must first execute articles of association in the form of a notarial deed. Such incorporation document must specify:

  • Business name and registered office of a company
  • Type of business activity to be conducted by the company
  • Amount of share capital
  • Whether a shareholder can possess more than 1 share
  • Number and nominal value of shares taken up by respective shareholders
  • and Term of a company (if it is not indefinite)

Similar requirements are in case of joint-stock companies subject to some additional requirements regarding their incorporation document – statue.

Then shareholders should pay their contributions to the company. After the management board is appointed (and a supervisory board or audit committee if required by the articles of association or the applicable law), the company must be entered in the business register. Similar requirements apply to limited joint-stock partnerships – subject to variations provided for in Polish law.

It is possible to register limited liability companies online.

Partnerships

A similar process applies to partnerships – articles of association (in different form depending on partnership) must be executed by the partners (some elements of which are prescribed by law and differs depending on the partnerships), and then the entity must be entered in the business register.

It is possible to register some partnerships online.

Branches

The founding foreign company must decide, usually by means of a management board resolution (although this depends on the legal requirements in the foreign company's home state), to establish a branch, which must then be entered in the business register.

Portugal

Regular/Traditional Incorporation process:

Documents (incorporation agreement and bylaws) are executed by the shareholders or its representatives, and physically submitted to the Registrar of Companies office, together with a specific registration form that is usually signed by a lawyer. The documents are verified and once cleared by the registration authority, the commercial certificate is made available to the email address provided upon request for registration, and the company is considered as duly incorporated as from the date of the submission of the registration request.

The registrar of companies will automatically provide the newly incorporated company’s details to the Tax Authority, so that it will send to the company’s registered address an access code to its internet portal, allowing the company’s accountant to register the beginning of the company’s activity and enroll the company, its employees and directors with the Social Security.

Online incorporation process:

Similar to the registration process as to the execution of the incorporation agreement and the bylaws by the representatives of the shareholder, the main difference is that a lawyer submits online, through a specific internet access portal - requiring professional authentication - the scanned incorporation documents. In this case, pre-approved company name and pre-approved standard bylaws are also available and allow for a swifter process. The documentation is then sent to a random registration office, which will verify and clear the documentation. The commercial certificate is made available to the email address provided upon request for registration, and the company is considered duly incorporated as from the date of the submission of the documentation.

The registrar of companies will automatically provide the newly incorporated company’s details to the Tax Authority, so that it will send to the company’s registered address an access code to its internet portal, allowing the company’s accountant to register the beginning of the company’s activity and enroll the company, its employees and directors with the Social Security.

“On the Spot Firm” process:

The shareholders, or their representatives, personally attend a registration office, and chose from a pre-approved company name (names are available in an official list) and pre-approved standard bylaws with a basic corporate governance model.

Since names and bylaws follow are pre-approved, signatories and their powers and quality are cleared, and the company is immediately registered and considered duly incorporated.

Since this process is undertaken in specific offices, acting as 1-stop shops, if the relevant form is already signed by the company’s accountant, it may be immediately filed with the Tax Authority.

A notarized hard copy of the bylaws is provided to the shareholders, as well as in internet access code to access the commercial certificate of the incorporated company.

Puerto Rico

Corporations

  • Online filing of the certificate of incorporation or articles of incorporation with the Secretary of State
  • Filing fee of a for-profit corporation is USD150
  • Filing fee of a non-profit corporation is USD5

Limited Liability Companies

  • Online filing of the certificate of formation or certificate of organization with the Secretary of State
  • Filing fee of USD250

Romania

Certain documents, such as articles of association, incorporation resolution, statements of shareholder(s) and director(s), must be submitted with the competent Trade Registry.

Russia

Joint-stock company (public and non-public)

Filing of a set of documents, including the application for the state registration, resolution on incorporation and the charter with an appropriate registration authority (ie, the local tax inspectorate). Registration of the issue of shares with the Central Bank of Russia and payment of the charter capital.

Limited liability company

Filing a set of documents including the application for the state registration, resolution on incorporation and the charter with the appropriate registration authority (ie, the local tax inspectorate).

Payment of the charter capital.

Saudi Arabia

Limited liability company

Foreign investors are required to obtain a foreign investment license from SAGIA and then complete the incorporation process at MOCI and other government departments. Incorporation process also includes notarization of the company's articles of association at the local notary public in Saudi Arabia. Specific licenses are required for certain activities.

Singapore

Limited liability company 

Incorporating a company involves:

  • First obtaining approval for the name of the company (and reserving the name) by way of online application to the Accounting and Corporate Regulatory Authority (ACRA) via BizFile where the details of the director(s), shareholder(s) and the SSIC code for the scope of business activities are required. Once the name application/reservation has been approved, an online application must be submitted via Bizfile setting out details of inter alia, the registered address, share capital, shareholders, directors and company secretary (if applicable) of the company alongside a copy of the company's constitution, and together with the payment of prescribed fees. Each director and company secretary is required to execute a Form 45 and a Form 45B, respectively, prior to being appointed
  • Applying for approvals and licenses from other governmental agencies, if necessary

It is highlighted that there are stringent "know your client" requirements that must be complied with prior to incorporation.

South Africa

A South African company can be set up in 2 ways:

  • Incorporating a new company; or
  • Purchasing and customising a shelf company (i.e. a company previously incorporated and held for sale without any trading or other activities).

In circumstances where time is of the essence a shelf company can be acquired and customised in a more efficient manner in comparison to  the CIPC incorporation process, as the new shareholders and directors will immediately take control of the company. This is because if you incorporate a new company, you will have to wait for the process with the CIPC to be completed before the company can start operating.

Private companies and public companies

Private and public companies are incorporated by completing and signing a MOI and filing it, together with certain prescribed company registration (CoR) forms and a nominal registration fee  with CIPC. This process can take up to 25 working days after the documents have been filed with the CIPC. As discussed above the company can opt to have a standard form MOI or choose to adopt its own version. A MOI may be amended at a later point in time, therefore should the company wish to adopt the standard form MOI for purposes of registering the company they may do so and later effect amendments to or replace the MOI.

The time period to complete customisation and updating of the company's records with the CIPC may take approximately 3 to 4 weeks. However, the shares in the company can be acquired by the new shareholder/s, and the new directors appointed, immediately upon completion and signing of certain documents (without requiring any filing with the CIPC to be effective).

External company

Registration of an external company must be done manually with the CIPC, and a certified copy of the company's founding documents as well as a certificate of incorporation must be submitted along with other relevant supporting documents.

South Korea

Joint-stock company (Jusik Hoesa)

Obtain foreign investment authorization under the FIPL (in case of a foreign investor); comply with certain statutorily required incorporation procedures; court registration; business registration with tax office; registration as a "foreign invested enterprise" under the FIPL (in case of a foreign investor).

Limited company (Yuhan Hoesa)

Obtain foreign investment authorization under the FIPL (in case of foreign investor); comply with certain statutorily required incorporation procedures; court registration; business registration with tax office; registration as a "foreign invested enterprise" under the FIPL (in case of foreign investor).

Spain

Branch (Sucursal)

The opening of a branch must be resolved by the principal company, notarized and registered in the Commercial Registry. Finally, the registration will be published in the Official Gazette of the Commercial Registry.

Limited liability company (Sociedad Limitada)

Company name clearance. Setting up a bank account. Incorporation deed and bylaws. Notarization and registration of the notarial deed in the Commercial Registry.

Joint-stock company (Sociedad Anónima)

Company name clearance. Setting up a bank account. Incorporation deed and bylaws. Notarization and registration of the notarial deed in the Commercial Registry.

Sweden

Limited company (aktiebolag, AB)

Subscription for shares and payment of share capital, signing of memorandum of association and registration of memorandum of association with the SCRO. An alternative to formation of a subsidiary would be to buy a so-called shelf company. Such company can be bought from a third-party provider.

Trading partnership (handelsbolag, HB)

Written or oral HB agreement to jointly carry on business activities and then incorporated by registration with the Swedish Companies Registration Office (Bolagsverket or SCRO).

Limited partnership (kommanditbolag, KB)

Written or oral partnership agreement to jointly carry on business activities and then incorporated by registration with the Swedish Companies Registration Office (Bolagsverket or SCRO).

Branch office (filial, Branch)

Resolution by the relevant corporate body of a foreign company to:

  • Set up a branch
  • Appoint a managing director and issue a special power of attorney and, if applicable,
  •  Appoint:
    • deputy managing director(s)
    • an auditor
    • a person resident in Sweden to receive service of process on behalf of a branch. When a branch has been registered with the Swedish Companies Registration Office (Bolagsverket or SCRO), it receives a Swedish registration number.

Switzerland

Stock corporation

Incorporation meeting with the notary public; filing of the incorporation documents with the commercial register; registration of the stock corporation in the commercial register.

Taiwan, China

Company limited by shares

File for company registration (and FIA if any shareholder is a foreign national) with the Ministry of Economic Affairs (MOEA).

Closely-held company limited by shares

File for company registration (and FIA if any shareholder is a foreign national) with the MOEA.

Limited company

File for company registration with the MOEA.

Branch office of a foreign company

File for registration of the branch office with the MOEA.

Thailand

Private limited company

Reserve the company's name and file the application form with its supporting documents to the Department of Business Development (DBD).

Public limited company

Reserve the company's name and file the application form with its supporting documents to the DBD.

Partnerships

Unregistered ordinary partnership

No registration is required.

Registered ordinary partnership

Reserve the name and file the application form with its supporting documents to the DBD.

Limited partnership

Reserve the name and file the application form with its supporting documents to the DBD.

Turkey

Articles of association and other necessary documentation must be submitted to register with the relevant Trade Registry. Following the establishment, the company must also register with the relevant tax office where the company's headquarters is located in order to be able to operate.

Ukraine

Limited Liability Company

The incorporation process takes 1 business day. The documents to be submitted to the state registrar include an application form signed by all founders (their authorized representatives), a charter and the minutes of the founders' meeting (in case of a sole founder, a sole founder's resolution). If the founder acts through a representative, a duly certified document confirming powers of such representative should be provided. In case the founder is a foreign company, a duly legalized extract from the companies/trade/commercial register should be submitted. In case the founder is a foreign individual, a duly certified copy of the passport or another document certifying the identity of a foreigner should be submitted. In case the company has an UBO, the notarized passport copy of UBO (if UBO is a foreign citizen, passport copy should be notarized and apostilled for Ukraine) should be filed.

The LLC can be registered online (without personal presence of founders/their representatives before the registrar). However, such option is available only for the companies which decide to function based on the model (standard) charter approved by the Ukrainian government. Moreover, founders of such company shall possess electronic signatures issued by the Ukrainian authorities. Such electronic signature can be issued only to Ukrainian and foreign individuals and Ukrainian companies but is not available foreign corporate founders.

Private Joint-Stock Company

The incorporation process includes several stages, namely, (i) registration of shares issue and their private placement, (ii) approval of the placement results and PJSC charter by the shareholders, (iii) state registration of PJSC and (iv) obtaining a certificate for the registration of shares issue from the Securities Commission.

United Arab Emirates

LLC

The licensing procedure involves the following macro steps:

  • Reservation with the licensing authority of the trade name of the entity
  • Obtaining initial approval from the licensing authority
  • In the case of an entity that will be conducting industrial or contracting activities, it will be necessary to obtain special approvals from the relevant Municipality, the MOE and possibly other competent authorities
  • Execution of the memorandum of association of the entity before a notary public in the UAE
  • Signing of office lease agreement and its registration with the relevant authority and
  • Final registration with the licensing authority and issuance of license.

Additional approvals may be required by other government departments depending on the nature of the LLC's activities.

Branch

The registration procedure involves the following macro steps:

  • Reservation with the licensing authority of the trade name of the branch
  • Obtaining initial approval from the licensing authority
  • Execution of the national agent agreement of the branch before a notary public in the UAE, but for circumstances where the New Law mitigates this requirement
  • Obtaining initial approval from the MOE
  • Signing of office lease agreement and its registration with the relevant authority
  • Final registration with the licensing authority and issuance of license and
  • Submission of bank guarantee to the MOE and issuance of the final commercial registration certificate.

Additional approvals may be required by other government departments depending on the nature of the LLC's activities.

FZ-LLC

The licensing procedure involves the following macro steps:

  • Submission of initial application to the relevant free zone and obtaining its initial approval
  • Execution of the memorandum and articles of association of the entity before the concerned free zone official
  • Signing of office lease agreement and its registration with the relevant free zone
  • Opening of bank account and depositing relevant share capital (varies from 1 free zone to another) and
  • Final registration with the registration and licensing authority of the free zone and issuance of license.

Additional approvals may be required by other government departments depending on the nature of the FZ-LLC's activities.

FZ-Branch

The registration procedure involves the following macro steps:

  • Submission of initial application to the relevant free zone and obtaining its initial approval
  • Signing of office lease agreement and its registration with the relevant free zone and
  • Final registration with the registration and licensing authority of the free zone and issuance of license.

Additional approvals may be required by other government departments depending on the nature of the FZ-branch's activities.

Dual Licence Branch

The licensing procedure involves the following macro steps:

  • Obtaining a no-objection letter from the free zone in which the parent company is registered
  • Submission of initial application to the licensing authority
  • Signing of office lease agreement and its registration with the relevant authority (optional) and
  • Final registration with the licensing authority and issuance of licence.

Additional approvals may be required by other government departments depending on the nature of the FZ-LLC's activities.

United Kingdom

Private limited company

Delivery of Form IN01 (containing details of company name, registered office, articles of association, directors, people with significant control, share capital and initial shareholdings) and a memorandum of association to the Registrar of Companies.

Limited liability partnership (LLP)

Formed under the Limited Liability Partnerships Act 2000 by 2 or more designated members. Delivery of LL IN01 (containing details of LLP name, registered office, designated members and people with significant control).

Registered UK establishment

Delivery of Form OS IN01 containing details in respect of the overseas company and the UK registered establishment, including, but not limited to:

Overseas company

  • The name of the overseas company
  • Its legal form, country of incorporation, identity of register in which it is registered and registered number in that register
  • Its governing law and accounting requirements
  • Details of its accounts and constitutional documents
  • Address of principal place of business or registered office of the overseas company
  • Objects of the overseas company
  • Amount of issued share capital of the overseas company
  • Full details of the officers of the overseas company (including their service address)

UK establishment

  • Name of UK establishment
  • Registered office address of the UK establishment
  • Date UK establishment opened and type of business carried on UK establishment
  • Permanent representative of the UK establishment (including their service address)
  • Full details of any person authorized to accept service on behalf of the UK establishment

United States

C corporation

File Certificate of Incorporation or Articles of Incorporation with the appropriate Secretary of State.

S corporation

File Certificate of Incorporation or Articles of Incorporation with the appropriate Secretary of State, as well as the appropriate S corporation election documents.

Limited liability company (LLC)

File Articles of Organization or Certificate of Formation with the appropriate Secretary of State.

Vietnam

Generally, the process consists of 3 steps:

  • Applying for an Investment Registration Certificate (IRC) from the authority of investment registration
  • Applying for an Enterprise Registration Certificate (ERC) from the authority of enterprise registration and
  • Conducting some mandatory post-licensing works such as making a public announcement of the entity establishment, making a corporate seal and publishing its sample to the national enterprise registration portal and obtaining a specific license (eg, general trading license or multi-level marketing, or MLM, license)  if an entity engages in conditional businesses (eg, general trading businesses or MLM businesses).