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  • Form of entity

    Corporation (Sociedad Anónima or SA)

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

  • Entity set up

    Corporation (Sociedad Anónima or SA)

    • Two or more shareholders
    • The local management is in charge of a board of directors, which may have at least one member, no maximum number (at least three directors and one alternative director in case the company's capital stock exceeds ARS$50 million). Directors shall last between one and three years in office, as provided in the bylaws. They may be reelected. 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 ARS$50 million
    • Typical charter document: bylaws
    • Corporate Books: stock ledger, shareholders' meeting minutes, board of directors' meeting minutes and attendance records book
    • Should cash be paid out as consideration for the stock; only 25% needs to be paid up upfront, and the balance is paid within two years after that. When considerations for the stock are contributions in kind, the stock must be fully paid off at the time of subscription of the shares

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    • Only one shareholder
    • The local management is in charge of a board of directors, which may have at least one member, no maximum number (at least three directors and one alternative director in case the company's capital stock exceeds ARS$50 million). Directors shall last between one and three years in office, as provided in the bylaws. They may be reelected. 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 needs to 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% needs to be paid up upfront, and the balance is paid within two years after that. When considerations for the stock are contributions in kind, the stock must be fully paid off at the time of subscription of the shares

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    • Two or more members
    • The local management is in charge of single or several managers with full powers who may act individually, or a board of managers acting by majority. Managers may be appointed for an indefinite term. The majority of the board of managers must be composed of Argentine residents
    • The legal representative of the company can be a single manager. All managers or a president of the board of managers are entitled with full powers
    • Statutory auditor is optional. Mandatory if capital stock exceeds ARS$10 million (at least one regular and one alternate member)
    • Typical charter document: bylaws
    • Corporate books: minutes
    • Should cash be paid out as consideration for the stock; only 25% needs to be paid up upfront, and the balance is paid within two years after that. When considerations for the stock are contributions in kind, the stock must be fully paid off at the time of subscription of the shares.
  • Minimum capital requirement

    Corporation (Sociedad Anónima or SA)

    Minimum capital of SA is ARS$100,000.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Minimum capital of SAU is ARS$100,000.

    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 2019: ARS$23,800).

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    No minimum capital requirement.

  • Legal liability

    Corporation (Sociedad Anónima or SA)

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

  • Tax presence

    Sociedad Anónima (Corporation) and SRL (LLC)

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

  • Incorporation process

    Corporation (Sociedad Anónima or SA)

    File bylaws for registration with the Public Registry. Starting from April 4, 2018, an "urgent" registration process may be followed to obtain the company's registration and its tax ID within 24 hours, in case no observations are made by the Public Registry in the City of Buenos Aires.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    File bylaws for registration with the Public Registry. Starting from April 4, 2018, an "urgent" registration process may be followed to obtain the company's registration and its tax ID within 24 hours, in case no observations are made by the Public Registry in the City of Buenos Aires.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    File bylaws for registration with the Public Registry. There is an established form of bylaws and public notice that, if used, shall enable the registration of the SAS within 24 hours through digital means in the City of Buenos Aires.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    File bylaws for registration with the Public Registry. An "urgent" registration process may be followed to obtain the company's registration, its tax ID and corporate books within 24 hours, in case no observations are made by the Public Registry in the City of Buenos Aires.

  • Business recognition

    Corporation (Sociedad Anónima or SA)

    Well regarded and widely used.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

  • Shareholder meeting requirements

    Corporation (Sociedad Anónima or SA)

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

  • Board of director meeting requirements

    Corporation (Sociedad Anónima or SA)

    The board shall meet at least once every three 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 (financial statements of the company before the Public Registry and the Tax Authority). Every appointment or resignation of directors, change of domicile or bylaws' amendments must be filed with the Public Registry for registration.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Initial registration is required. SAS doesn't file its financial statements with the Public Registry, but these documents must be filed with the Tax Authority. Every appointment or resignation of directors, change of domicile or bylaws' amendments must be filed with the Public Registry for registration.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Initial registration is required. Only SRLs which capital stock exceeds ARS$50 million shall file their annual financial statements with the Public Registry. However, all SRLs must file their fincancial statements with the tax authorities.

  • Business expansion

    Corporation (Sociedad Anónima or SA)

    No need to change as business expands.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    If the number of shareholders exceeds one, the SAU must convert to an SA 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-shareholders corporations must pay annual fee to the Public Registry.

  • Director / officer requirements

    Not applicable for this jurisdiction.

  • Local corporate secretary requirement

    Not applicable for this jurisdiction.

  • Local legal or admin representative requirement

    Not applicable for this jurisdiction.

  • Local office lease requirement

    In some circumstances, the Tax Authority requires evidence of the declared domicile.

  • Other physical presence requirements

    Not applicable for this jurisdiction.

  • Sufficiency of virtual office

    Not applicable for this jurisdiction.

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

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

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

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

  • Nationality or residency requirements for shareholders, directors and officers

    Corporation (Sociedad Anónima or SA)

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    At least one director needs to be Argentinean resident (provided that 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 need to 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)

    • Two or more shareholders
    • Board of directors, which must have at least one member, no maximum number requirement (at least three directors and one alternative director in case the company's capital stock exceeds ARS$50 million)

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    • One shareholder
    • Board of directors, which must have at least one member, no maximum number requirement (at least three directors and one alternative director in case the company's capital stock exceeds ARS$50 million)

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    • Two or more members (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 two or more shareholders.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Only one shareholder is admitted.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    At least one shareholder.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    At least two or more members.

  • Removal of directors or officers

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

  • Required and optional officers

    Not applicable for this jurisdiction.

  • Board meeting requirements

    Not applicable for this jurisdiction.

  • Quorum requirements for shareholder and board meetings

    Corporation (Sociedad Anónima or SA)

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

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

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

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

    Not applicable for this jurisdiction.

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

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

  • Requirement regarding par value of stock

    Not applicable for this jurisdiction.

  • Increasing of capitalization if needed

    Not applicable for this jurisdiction.

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

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

  • Restrictions on transferability of shares

    Corporation (Sociedad Anónima or SA)

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

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

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

  • Obtaining a name and naming requirements

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

  • Summary of "know your client" requirements

    Not applicable for this jurisdiction.

  • Approval requirements for amending charter document

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

  • Licenses required to conduct business in jurisdiction

    Not applicable for this jurisdiction.

  • Process of purchasing and utilizing a shelf company

    Not applicable for this jurisdiction.

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

Incorporation process

Argentina

Corporation (Sociedad Anónima or SA)

File bylaws for registration with the Public Registry. Starting from April 4, 2018, an "urgent" registration process may be followed to obtain the company's registration and its tax ID within 24 hours, in case no observations are made by the Public Registry in the City of Buenos Aires.

Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

File bylaws for registration with the Public Registry. Starting from April 4, 2018, an "urgent" registration process may be followed to obtain the company's registration and its tax ID within 24 hours, in case no observations are made by the Public Registry in the City of Buenos Aires.

Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

File bylaws for registration with the Public Registry. There is an established form of bylaws and public notice that, if used, shall enable the registration of the SAS within 24 hours through digital means in the City of Buenos Aires.

Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

File bylaws for registration with the Public Registry. An "urgent" registration process may be followed to obtain the company's registration, its tax ID and corporate books within 24 hours, in case no observations are made by the Public Registry in the City of Buenos Aires.

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)

  • Submit a shareholder resolution along with a draft memorandum of association to the Ministry of Industry, Commerce and Tourism (MOICT)
  • 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

Closed Shareholding Company (BSC(c))

  • Submit a shareholder resolution along with a draft memorandum of association and articles of association to the MOICT
  • A minimum of 50% of the capital must be paid initially at the time of incorporation; the remaining to be paid within three years

Single Person Company (SPC)

  • Submit a draft founder declaration along with a draft articles of association to the MOICT
  • Total amount of the capital must be paid initially at the time of incorporation

Foreign Branch (Branch)

A resolution must be obtained from the parent company to establish a branch office in Bahrain and must be submitted to MOICT.

Belgium

Public limited company (société anonyme/naamloze vennootschap)

The public limited company will be incorporated at the occasion of an incorporation meeting, which has to be held in the presence of a notary public the incorporation deed, which will be passed during this incorporation meeting 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) two years. 

The articles of association will, among others, need to 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, 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) has to be present or represented at the incorporation meeting which has to 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 will have to be registered with the Crossroads Bank for Enterprises.

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

Incorporation deed needs to 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 three directors, or two directors if less than three shareholders, should be appointed- 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 can 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, which has to be held in the presence of a notary public the incorporation deed, which will be passed during this incorporation meeting 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 two years.

The financial plan has to 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 two 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 will, among others, need to 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) has/have to be present or represented at the incorporation meeting which has to 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 will have to 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 have to be affiliated with a Belgian social insurance fund. This formality should be complied with within a period of three months as of the incorporation of the limited company.

Incorporation deed needs to 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

The competent corporate body of the foreign company has to decide 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, the appointment of a legal representative, etc. 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 will have to 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, will then have to 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, have to be filed with the National Bank of Belgium. Finally, the Belgian branch office will have to 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 quotaholders (or 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% 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. Companies that are incorporated under a Canadian province or territory must file articles of incorporation with the relevant provincial or territorial government authority.

Chile

Branch of a foreign corporation (Agencia de Sociedad Anónima Extranjera)

File the articles of incorporation, b-laws, the PoA granted to the agent and the rest of the documents with a local public notary. An abstract of the notarial public deed must be published in the Official Gazette and registered with the Registry of Commerce.

Corporation (Sociedad Anónima)

File the incorporation documents, bylaws with a local public notary. An abstract of the notarial public deed must be published in the Official Gazette and registered with the Registry of Commerce.

Limited liability company (Sociedad de Responsabilidad Limitada)

File the incorporation documents and the bylaws with a local public notary. An abstract of the notarial public deed must be published in the Official Gazette and registered with the Registry of Commerce.

Limited liability partnership (Sociedad en Comandita)

File the incorporation documents and the bylaws with a local public notary. An abstract of the notarial public deed must be published in the Official Gazette and registered with the Registry of Commerce.

Partnership limited by shares (Sociedades por Acciones)

File the incorporation documents, bylaws with a local public notary. An abstract of the notarial public deed must be published in the Official Gazette and registered with the Registry of Commerce.

China

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

  1. File application to register the name with the AMR
  2. File application for establishment of an LLC with the commerce authority either for approval (if the underlying business falls within the so-called "negative-list" for foreign investment, which is publicized by the State Council on a periodical basis) or for recordal (if the underlying business is outside the so-called negative list for foreign investment)
  3. File application for registration of an LLC with the AMR, which issues the business license that marks the incorporation of an LLC and
  4. File post-registration applications with various authorities such as tax, foreign exchange, customs, etc.

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 contain the appointment of the first managing directors, and a confirmation by a local bank that the stated capital has been paid.

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 one 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 two documents before applying for registration with the DBA: 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.

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, eg, 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 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 by-laws. 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 by-laws 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 three 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 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 €7,500 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

  • Owns, directly or indirectly more than 25% of the share capital
  • Owns, directly or indirectly, more than 25% of the voting rights or
  • Has a power of control over the management of the declaring rntity 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 one of the above criteria), the legal representative 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.

In the event the company is incorporated with a clerk's office located in the east of France, originals of the documents will have to be filed.

Société à responsabilité limitée (SARL)

Must apply for registration with the Registry of Commerce and Companies (RCS) with filing of the by-laws. 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 by-laws
  • 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
  • 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 beliable with a fine of EUR 7,500 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 must be an individual (not a legal entity) who

  • Owns, directly or indirectly more than 25% of the share capital
  • Owns, directly or indirectly, more than 25% of the voting rights or
  • Has a power of control over the management of the declaring rntity 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 one of the above criteria), the legal representative 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.

In the event the company is incorporated with a clerk's office located in the east of France, originals of the documents will have to be filed.

Société anonyme (SA)

Must apply for registration with the Registry of Commerce and Companies (RCS) with filing of the by-laws. 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 by-laws 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
  • 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 beliable with a fine of EUR 7,500 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 must be an individual (not a legal entity) who

  • Owns, directly or indirectly more than 25% of the share capital
  • Owns, directly or indirectly, more than 25% of the voting rights or
  • Has a power of control over the management of the declaring rntity 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 one of the above criteria), the legal representative 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.

In the event the company is incorporated with a clerk's office located in the east of France, originals of the documents will have to be filed.

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 one legal representative, acting in France and in the US)
  3. A copy of the articles of association and of the by-laws of the US company, to be certified to conform the original by the legal representative in France of the branch, together with a copy of a French translation, to be certified to conform 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 three months) (to be certified as being original by the legal representative in France of the branch), together with a French translation, certified to conform 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

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 the Greek Law, the incorporation of a societe anonyme is completed through a simplified procedure, which is called "one-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.

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 L.T.D. is incorporated through the "one stop shop" authorities, as defined by law.

Private company (P.C.)

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

Hong Kong

Limited private companies

File Incorporation Form and Articles of Association with the Companies Registry.

Hungary

A corporate entity is established by

  • founding shareholder(s) / quotaholder(s) executing – among other documents1 – articles of association of a company; to be effective, 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 articles of association and
  • registration of a corporate entity with the court of registration, the registration procedure is generally completed within 1-15 working days after the application is filed

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

Registration has constitutive effect, ie, a corporate entity is deemed existing from the date of registration.

1Note: Mandatory set of documentation differs between the corporate forms, directors / managing directors and other officers (statutory auditor, supervisory board members, etc.) also 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 state where the incorporation is sought. Current online incorporation forms provide for 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 AOA) and file an application for the ratification of the deed of establishment to the MOLHR and obtaining the company's legal entity status
  • Apply for business identification number (NIB) through online single submission (OSS) system maintained by the OSS agency. NIB also applies as business registration document (TDP), importer's identification number (API), and customs access. If a foreign manpower is going to be employed, application for license to use foreign manpower can also be submitted through OSS. Acquiring NIB means that the company has participated in health and manpower social security programs
  • Attain relevant licenses (business, commercial, operating, environmental and others) through OSS by fulfilling certain commitments. Certain business licenses must be acquired through the Investment Coordinating Board (BKPM) or other government institutions
  • Fulfilling various post-establishment company obligations such as reporting obligation, creating master-list (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 €60
  • 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

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 €12,000) will have to be deposited on 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 will have to 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 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 will have to be filed with the Luxembourg Register of Commerce and Companies within one month and will be published in full to the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations).

An S.à r.l. can 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 €30,000) will have to be deposited on 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 will have to 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 S.A. and adopt its articles of association. The share capital amount will be released after incorporation. The incorporation deed including the articles of association will have to be filed with the Luxembourg Register of Commerce and Companies within one month and will be published in full to the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations). 

An S.A. can 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 an external auditor (réviseur d’entreprise agréé) to the Luxembourg notary.

An S.A. 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 one general partner (associé commandité) and at least one 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 one 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.

Mexico

S.A. de C.V.

  • Request use of corporate name
  • Drafting and approval of bylaws and articles of incorporation
  • 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 use of corporate name
  • Drafting and approval of bylaws and articles of formation
  • 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 use of corporate name
  • Drafting and approval of bylaws and articles of incorporation
  • 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. 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, the details of its directors and of the shareholder (only in case of 100% 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 with the Dutch Trade Register. The notary prepares a members agreement (to be signed by the members van de 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 and its general partners with the Dutch Trade Register. Such registration with the Dutch Trade Register is only required when the CV conducts a business in the Netherlands.

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 one director (subject to NZ residency rules), one shareholder, one 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.

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 payed 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 have 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 in 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 By-Laws
    • Name Verification Slip (reserving a Corporation Name) and
    • Treasurer's Affidavit*
 *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 not yet to issue guidelines on incorporation requirements pursuant to the 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.
  • Basic filing fee in the amount of 1/5 of 1% 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% 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
    • Authenticated 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
    • Financial statements as of a date not exceeding one year immediately prior to the application, certified by an independent Certified Public Accountant of the home country and authenticated before the Philippine Consulate/Embassy
    • Authenticated copy of the Articles of Incorporation with an English translation if in a language other than English
    • Proof of inward remittance such as 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% 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% 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
    • Authenticated 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% of the filing fee

Regional operating headquarters

  • Same requirements as for a regional or area headquarters
  • Filing fee is 1% of the actual remittance but not less than 1% of peso equivalent of PHP$200,000 at the time of remittance

Partnership

  • File the following with the SEC:
    • Name Verification Slip
    • Articles of Partnership
    • Joint affidavit of two 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% of the Partnership's capital but not less than PHP2,000.00 plus 1% of the amount as legal research fee

Poland

Corporations

In respect to limited liability and joint-stock companies, the prospective shareholders must first execute articles of association or statutes in the form of a notarial deed. Such incorporation documents 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 one share
  • Number and amount represented by shares taken up by respective shareholders and
  • Term of a company (if it is not indefinite)

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.

Partnerships

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

It is possible to register partnerships and commercial companies online.

Branches

The founding foreign company must decide, normally 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

A legislative and administrative simplification framework (the Simplex) has been put in place with the purposes of simplifying the incorporation process for companies and reducing bureaucracy between citizens and corporations with relation to the Public Administration.

The “on the spot” incorporation procedure

Through this process, it is possible to set-up a corporation in less than 1 hour. The procedure is carried out in one of the spot desks that are available throughout the country, regardless of the location of the company’s headquarters.

This process is available for private limited liability companies (with one or more shareholders) and for joint stock companies (with one or more shareholders).

This process also permits the possibility of adopting a pre-approved trademark, similar to the company’s trade name during the incorporation process (the on the spot trademark).

Shareholders choose from a list of pre-approved names (made available online through the on the spo” website or in the respective departments where on the spot companies is being incorporated).

It is possible to choose a name which is not included in the pre-approved list of corporate names, having then to submit a corporate name for approval by the National Registry of Corporations.

The shareholders will have to choose standard by-laws from several pre-approved models (made available online through the on the spot website or in the respective departments where “on the spot” companies is being incorporated).

To launch the on the spot procedure, shareholders must personally attend one of the competent desks for that purpose.

Individual shareholders must possess a citizen card or one the following documents:

  • Identification document (identity card, passport, driver’s license, passport or residence authorisation)
  • Taxpayer card and
  • The Social Security Card (optional).

Individuals representing a company must also possess the following documents:

  • Company card or taxpayer card of the company
  • Updated extract of the entry in the Commercial Registry;
  • Instrument conferring representation powers for the incorporation of the company (minutes of resolutions or powers of attorney, as applicable)

In the case where the share capital is fully or partially paid by means of contributions in kind, the auditor’s report has to be included at the time of incorporation.

Once the by-laws have been chosen, they will be executed and immediately registered with the Commercial Registry Department. An access code to the online Commercial Registry Certificate of the company will be provided to the shareholders. A tax payer number (NIPC) will also be provided. (The tax payer number is also the Commercial Registration number of the company). A social security number of the company will also be granted, and the shareholders will be provided with a certified version of the by-laws.

Shareholders must deposit the share capital within 5 days from the incorporation date. With regard to private limited liability companies and sole shareholder private limited liability companies, shareholders may declare at incorporation that the share capital of the company will be deposited in a bank account opened in the name of the new company until the end of the first fiscal year.

Regarding contributions in kind of assets in which the transfer involves registration (eg, transfer of real estate property), the competent department will assess any applicable tax (eg, Property Transfer Tax) and ensure that incorporation of the company is only concluded once all due tax payments have been made.

The company is registered for tax purposes through the submission of a beginning of activity statement, which, if already signed by the company’s chartered accountant, must be immediately filed with the desk that has incorporated the company. Otherwise, the beginning of activity statement has to be filed with the tax services within 15 days following the company’s incorporation.

The cost of incorporation is €360. For companies with scopes of activity relating to technology and investigation, the incorporation cost is reduced to €300. The referred amounts include the online publication of the incorporation registry. If involving a different corporate name than the ones pre-approved, an additional €75 is due. These amounts may be paid in cash, check or through the ATM. The costs indicated do not include the cost of registration of the management of the company.

Online incorporation procedure

This procedure, included in the Simplex framework, allows for the setting-up of a company through the internet. Company set up can be initiated through the website: https://bde.portaldocidadao.pt/evo/landingpageEE.aspx.

Incorporation of joint stock companies and private limited liability companies (with 1 shareholder or more) may be made through this procedure, except when involving contributions in kind involving real estate assets. This procedure is supervised by the National Registry of Corporations regardless of the location of the registered offices of the company to be incorporated.

Registration of the incorporation of the company is carried out immediately (in case the company adopts a version of the by-laws pre-approved by the National Registry of Corporations) or within a maximum delay of 2 business days (in case a different version of the by-laws is submitted).

Administrative fees can be reduced 40 percent by using this procedure.

Traditional method for incorporation

Although the incorporation of a company in Portugal may be carried-out through highly simplified procedures described above, any investor may incorporate a company through the traditional procedure, which is set out below:

  1. Name approval certificate
  2. Share capital payment
  3. The incorporation document
  4. Commercial Registration
  5. Beginning of activity statement – Tax
  6. Beginning of activity statement – Social Security

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 $150.00
  • Filing fee of a non-profit corporation is $5.00

Limited liability Companies

  • Online filing of the certificate of formation or certificate of organization with the Secretary of State
  • Filing fee of $250.00

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, the charter with an appropriate registration authority (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, the charter with the appropriate registration authority with 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. Once the name application/reservation has been approved, an online application has to 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, 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

Private companies and public companies

Private and public companies are required to be registered with the Companies and Intellectual Property Commission (CIPC). In order to register a new company with the CIPC, a corporate name needs to be reserved for a company. Once the name has been reserved, the company can be registered if the company has a Memorandum of Incorporation (MOI) and provides all other relevant supporting documents to the CIPC.

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; 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; 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 (Sw. aktiebolag, AB)

Subscription for shares and payment of share capital, signing of memorandum of association, 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 (Sw. handelsbolag, HB)

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

Limited partnership (Sw. kommanditbolag, KB)

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

Branch office (Sw. 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 (Sw. Bolagsverket) (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 company in the commercial register.

Taiwan

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.

United Arab Emirates

LLC

The licensing procedure involves the following 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
  • 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 LLC's activities.

Branch

The licensing procedure involves the following 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
  • 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 licence
  • 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 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 one free zone to another)
  • Final registration with the registration and licensing authority of the free zone and issuance of licence

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

Branch

The licensing procedure involves the following 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 licence.

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)
  • 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 two or more designated members. Delivery of LL IN01 (containing details of LLP name, registered office, designated members, 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 his 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, multi-level marketing (MLM) license, etc.) if an entity engages in conditional businesses (eg, general trading business, MLM business, etc.)