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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

Shareholder meeting requirements

Argentina

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.

Australia

Branch

Not applicable for this jurisdiction.

Proprietary company

Not required to hold an annual general meeting but actions requiring shareholder approval require a resolution to be passed by the shareholders holding the requisite majority of voting shares at a shareholders' meeting or approved by all shareholders by way of a written resolution. The requisite majority is most commonly a simple majority but it is 75% for certain matters.

Public company

Must hold an annual general meeting within 18 months of incorporation and within 5 months of the end of its financial year.

Other meetings may be held as required.

Austria

Stock corporation (AG)

  • An ordinary shareholders' meeting must be held within the first eight months of a business year
  • A shareholders' meeting must also be held if requested by minority shareholders who hold in aggregate 5% of the corporation's entire share capital by providing the proposed agenda and a proposal for shareholders' resolutions to each item on the agenda
  • Minutes of all shareholders' meetings must be taken in front of an Austrian notary public. A certified copy of the minutes must be filed with the companies register

Limited liability company (GmbH)

  • An ordinary general meeting  must be held annually at the seat of the company, if the resolution by circular consent is not permitted
  • Minutes of general meetings must be taken and kept with the company's records. The same applies to written shareholders' resolutions, certain resolutions require minutes in the form of a notarial deed or notarization
  • Extraordinary meetings must be held whenever required in the interest of a company and in particular in the event that either
    • More than half the share capital has been used or
    • The company's equity ratio falls below 8% and its fictitious debt repayment term exceeds 15 years. In the latter cases, the commercial register must be notified of the shareholders' resolutions that have been passed

Bahrain

With Limited Liability (WLL)

The general assembly shall convene at least once a year within the six months following the end of the fiscal year of the company.

Closed Shareholding Company (BSC(c))

The general assembly shall convene at least once per year during the three months following the end of the fiscal year of the company.

Single Person Company (SPC)

Not applicable for this jurisdiction.

Foreign Branch (Branch)

Not applicable for this jurisdiction.

Belgium

Public limited company (société anonyme/naamloze vennootschap)

In principle, the shareholders' meeting has limitative authority:

  • The appointment or dismissal of the directors and the members of the board of supervision
  • The appointment of the statutory auditor(s)
  • The approval of the annual accounts
  • Discharge of the directors, the members of the board of supervision and the statutory auditor
  • Net asset test
  • A merger or demerger of the company
  • A capital increase (without prejudice to the competence of the board of directors to increase the share capital within the authorized capital) or a capital decrease
  • The issuance of shares below fractional value
  • The acquisition by the company of its own shares (without prejudice to the competence of the board of directors in this respect, within the limits set by the general shareholders' meeting)
  • The cancellation or limitation of the preferential subscription right
  • The dissolution of the company and
  • Any modification to the articles of association of the company

Required to hold a meeting of shareholders at least once a year to vote on the approval of the annual accounts, the allocation of the results and to (re)appoint the directors and the members of the board of supervision and grant release to the directors and the members of the board of supervision and the statutory auditor.

After the annual meeting of shareholders has been held, the annual accounts (printed on a prescribed form or in electronic version), the annual report of the board of directors or the members of the board of supervision to the shareholders and the auditor's report must be filed with the Belgian National Bank within one month after the approval of the annual accounts by the annual shareholders' meeting and in no event later than seven months after the closing of the financial year.

Limited company (société à responsabilité limitée/besloten vennootschap)

In principle, the shareholders' meeting has limited authority, ie:

  • The appointment or dismissal of the director(s)
  • The appointment of the statutory auditor(s)
  • The approval of the annual accounts
  • Discharge of the director(s) and the statutory auditor
  • A merger or demerger of the company
  • Net asset test
  • The acquisition by the company of its own shares
  • The dissolution of the company; and
  • Any modification to the articles of association of the company

Required to hold a meeting of shareholders at least once a year to vote on the approval of the annual accounts, the allocation of the results and to (re)appoint the director(s) and grant release to the director(s) and the statutory auditor.

After the annual meeting of shareholders has been held, the annual accounts (printed on a prescribed form or in electronic version), the annual report of the board of directors/sole director to the shareholders and the auditor's report must be filed with the Belgian National Bank within one month after the approval of the annual accounts by the annual shareholders' meeting and in no event later than seven months after the closing of the financial year.

Belgian branch office of a foreign company

Not applicable, as this will be arranged at the level of the foreign company.

Brazil

Limited liability company (Sociedade Limitada)

The quotaholders of a Sociedade Limitada must hold an annual Quotaholders' Meeting in the first four months following the end of the previous fiscal year, in order to deliberate on subjects related to the administration of the company, the approval of the management accounts and of the balance sheet and economical result of the Sociedade Limitada.

Corporation (Sociedade Anônima)

The shareholders are required to hold annual shareholder's meeting to vote on certain items, such as election of directors (or officers, in case the company does not have a board of directors), management accounts and approval of the financial statements.

Canada

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

Required to hold annual meeting of shareholders to vote on certain items, such as election of directors. A resolution signed by all shareholders is valid in lieu of a meeting.

Chile

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

As determined in the bylaws of the foreign corporation.

Corporation (Sociedad Anónima)

There must be at least one ordinary shareholder meeting per year for shareholders to approve or reject the balance sheet and financial statements of the corporation each fiscal year. Some meetings may require the assistance of a Notary Public (eg, amendments to the bylaws).

Limited liability company (Sociedad de Responsabilidad Limitada)

Annual meetings of members or managers are not required. Provisions of operating agreement will determine any meeting requirements.

Limited liability partnership (Sociedad en Comandita)

Meetings are similar to meetings of corporations, but there are fewer rights since management is vested in general partners.

Partnership limited by shares (Sociedades por Acciones)

There must be at least one ordinary shareholder meeting per year for shareholders to approve or reject the balance sheet and financial statements of each fiscal year of a corporation. Some meetings may require the assistance of a Notary Public (eg, amendments to the bylaws).

China

Not required to hold annual meeting of shareholders for foreign-invested LLCs.

Colombia

General partnership (Sociedad Colectiva)

Required to hold annual partnership board meetings.

Limited partnership (Sociedad en Comandita Simple y por Acciones)

Required to hold annual partnership board meetings.

Limited liability company (Sociedad de Responsabilidad Limitada)

Required to hold annual partnership board meetings.

Corporation (Sociedad Anónima)

Required to hold annual shareholders general assembly meetings.

Simplified stock company (Sociedad por Acciones Simplificada)

Required to hold annual shareholders general assembly meetings.

Czech Republic

Shareholders are required to hold at least one annual meeting to vote on certain items, such as approval of financial statements, payment of dividends or coverage of losses, and election of auditors. Meetings required for usual decisions on appointment of members of the board of directors, supervisory board (as well as revocation of any appointment) and changes of articles of association. Physical meetings are held or per rollam decision making is chosen.

Denmark

Limited liability company (Kapitalselskab)

The shareholders' right to pass resolutions is exercised at the general meetings of the limited liability company.

Each shareholder must vote in respect of its shares, unless otherwise provided in the articles of association. Separate classes of shares with different rights eg, in respect of voting right are commonly used.

Unless otherwise provided in the Danish Companies Act or in the articles of association of the company, all resolutions at general meetings are passed by a simple majority of votes. Resolutions to amend the articles of association must be passed by at least two-thirds of the votes cast as well as at least two-thirds of the share capital represented at the general meeting.

The company is required to hold annual general meetings where the shareholders vote on certain items, such as adoption of annual report, appropriation of or loss recorded in the approved annual report, etc.

Resolutions passed by the shareholders at general meetings may, in general, be passed without complying with the provisions of the Danish Companies Act on form and notice and can therefore be held electronically if agreed upon. Shareholders are further entitled to attend general meetings by proxy.

All shareholders are entitled to attend and speak at general meetings, and any shareholder is entitled to have a specific issue included on the agenda for an annual general meeting.

The annual general meeting must be held in time for the approved annual report to be received by the Danish Business Authority before the expiry of the time-limit set out in the Financial Statements Act, which currently is no later than five months after the end of the financial year of the company.

Extraordinary general meetings must and can be held at the request of the central management body, the supervisory board or the auditor elected by the general meeting. In private limited companies, any shareholder may request an extraordinary general meeting, and in public limited companies the requesting shareholder must hold 5% of the share capital in order to request the extraordinary general meeting.

The central management body is obliged to call and organize the general meeting by a notice of no more than four weeks before the general meeting and, unless the articles of association provide for a longer period of notice, no less than two weeks before the general meeting.

The language of general meetings must be Danish but the general meeting may resolve by a simple majority of votes to conduct the meeting in a language other than Danish, offering all attendees simultaneous interpretation to and from Danish.

Egypt

JSC

  • The shareholders supervise the management of the company through the general assembly. The general assembly shall be held upon the invitation of the company's chairman and shall be divided into ordinary general assembly (OGM) and extraordinary general assembly (EGM) (each of which shall have its competences)
  • Each shareholder shall have the right to attend the general assembly whether in person or by proxy by virtue of a written power of attorney or authorization. The shareholder who is not a member of the company's BoD shall not be entitled to appoint one of the board members to attend the general assembly on behalf of him/her
  • The meeting of the general assembly shall be held at least once every financial year within the three months succeeding the end of the financial year of the company. The attendance and voting quorums of the OGM and EGM are determined in the AoA of the company in accordance with the Companies Law
  • The OGM is held to:
    • Approve the appointment and removal of the board member(s)
    • Supervise and release the board member(s) from liability
    • Approve the financial statements
    • Approve the BoD's report regarding the company's activity
    • Approve the distribution of dividends and
    • Decide on the matters proposed by any of the board members, GAFI or shareholders holding 5% of the capital of the JSC
  • The EGM is held to:
    • Decide on any amendment of the AoA of the company, taking into consideration the restrictions provided under the Companies Law
    • Consider the dissolution or continuation of the company in case its losses amounted to half the value of the shareholders' shares according to the recent financial statements and
    • Issue preferential shares and increase the capital

LLC

  • Similar to a JSC, the quota-holders of an LLC supervise the management of the company through the general assembly (ie, the OGM and EGM each of which shall have its competences). The general assembly shall be held upon the invitation of quota-holders representing at least one quarter of the company's capital
  • Each quota-holder shall have the right to attend the general assembly whether in person or by proxy by virtue of a written power of attorney or authorization. Quota-holders shall be entitled to appoint a third party (who is not a manger) to attend the general assembly on behalf of him/her unless otherwise is provided under the AoI of the company
  • The meeting of the general assembly shall be held, at least once every year, during the three months succeeding the end of the financial year of the company. The attendance and voting quorums of the OGM and EGM are determined in the AoI of the company in accordance with the Companies Law
  • The OGM shall be held to:
    • Approve the appointment and removal of the manager(s)
    • Supervise and release the manager(s) from liability
    • Approve the financial statements
    • Approve the managers' report on the company's activity
    • Approve the distribution of dividends and
    • Decide on the matters proposed by any of the manager(s), GAFI or quota-holders holding 5% of the capital of the LLC
  • The EGM shall be held to:
    • Decide on any amendment of the AoI of the company, taking into consideration the restrictions provided under the Companies Law
    • Consider the dissolution or continuation of the company in case its losses amounted to half the value of the quota-holders' quotas according to the recent financial statements and
    • Increase the capital

OPC

Not applicable, as the founder supervises the management of the company and has all powers of the general assembly. The founder of the company has the authority to decide on all company matters and, in particular, the following:

  • Amendment of the AoI of the company
  • Liquidation or dissolution of the company
  • Increase or decrease the capital of the company taking into consideration the minimum required capital for the OPC as provided under the Executive Regulations
  • Merging of the company and its transformation into another form of company and
  • Appointment of one or more managers of the company and decide their competencies and authorities

All actions of the founder shall not be effective before a third party prior to its annotation in the commercial register.

Branch

Not applicable for this jurisdiction.

RO

Not applicable for this jurisdiction.

 

Finland

Osakeyhtiö (Oy)

Required to hold annual meeting of shareholders to vote on certain items, such as adoption of annual accounts and resolution on discharge from liability for members of the board of directors and the managing director.

France

Société par actions simplifiée (SAS)

According to the by-laws. Obligation to hold an annual meeting each year to approve the accounts.

Société à responsabilité limitée (SARL)

Obligation to hold an annual meeting each year to approve the accounts.

Management structure

SA can be incorporated in accordance with two different management structures: 

  • Either with a board of directors (Conseil d'Administration), or
  • With an executive board (Directoire) and a supervisory board (Conseil de Surveillance)

Société anonyme (SA)

Obligation to hold an annual meeting each year to approve the accounts.

Germany

GmbH – limited liability company

Generally, a written invitation by the managing directors (including the necessary information) is used. Requirements are set out in the German limited liability company Act (GmbHG) and/or in the articles of association.

At least one shareholder meeting each year to agree on accounts.

Greece

Societe anonyme (S.A.)

Required for approval of company's financial statements and balance sheet.

At least one meeting is held for each fiscal year and within six months of the end of that fiscal year.

General meeting of the shareholders is solely competent to decide on:

  • Amendments of the articles of association
  • Election or removal of members of the BoD and auditors
  • Approval of the company's balance sheet
  • Distribution of annual profits
  • Approval of payment or advance payment of fees to the members of the BoD
  • For companies listed in regulated markets, approval of remuneration policy and remuneration report for the members of the BoD and the general manager or its deputy, if any

  • Company's merger, division (demerger), conversion, revival, extension of duration or dissolution
  • Appointment of liquidators

Limited liability company (L.T.D.)

There is a law requirement to hold an annual meeting of partners for the purpose of voting on approval of the balance sheet.

Private company (P.C.)

There is a law requirement to hold annual meeting of partners for the purpose of voting on approval of the balance sheet.

Hong Kong

Limited private companies

Save for annual general meeting, regular meeting is not mandatory.

Hungary

Private company limited by shares (Zrt.)

A Zrt. is required to hold an annual meeting of shareholders to vote on certain items, such as acceptance of annual financial statements and payment of dividends. Shareholders' meeting is convened by a board of directors.

Limited liability company (Kft.)

A Kft. is required to hold an annual meeting of quotaholders to vote on certain items, such as acceptance of annual report and payment of dividends. Quotaholders' meeting is convened by managing directors.

India

Private limited company

1st Annual General Meeting (AGM) to be held within 18 months from incorporation subject to other conditions.

Subsequent (AGM) within six months from close of year.

Indonesia

Limited liability company

Required to hold an annual general meeting of shareholders within six months of the end of each financial year. An extraordinary general meeting of shareholders can be held at any time required by the company.

Ireland

Private company limited by shares (LTD)

Generally required to hold an annual general meeting (AGM) once in each calendar year. A LTD can dispense with the requirement to hold a physical AGM. This involves the shareholders of the LTD (on an annual basis) signing a unanimous written resolution acknowledging receipt of financial statements, resolving all matters as would be required to be resolved at the AGM and confirming that there is to be no change to the auditor.

 

External company

Determined by the laws of the jurisdiction of incorporation.

Israel

Company

Required to hold a general meeting of the shareholders every year and no later than 15 months following the previous general meeting (unless otherwise determined in the articles of association). Unanimous written consents, in lieu of meetings, are generally permitted.

Branch / representative office

Not applicable.

Italy

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

The articles of association of a S.r.l. may provide that the decisions of the quotaholders are taken by way of written consultation or written consent. In the absence of this kind of provision in the articles of association and:

  • With reference to some items expressly provided by Italian law:
    • The amendments of the articles of association
    • The decision to carry out the transactions entailing a substantial amendment of the corporate purpose or a substantial amendment of the rights of the shareholders)
  • In case of a decrease in the corporate capital for losses, or
  • When requested by one or more directors or a number of quotaholders representing at least one third of the corporate capital, the decisions are taken by way of a quotaholder's meeting

Quotaholders are required to, at a minimum, approve the company’s financial statements each year.

Società per azioni (S.p.A.)

A shareholder's meeting must be called at least once a year, in order to resolve upon the approval of the Financial Statements of the company.

Japan

Registered branch

No requirements.

Kabushiki-Kaisha (KK)

A regular general shareholders meeting, in principle, must be held at least once every year. It needs to be held within three months of the end of the fiscal year in most KKs.

Godo-Kaisha (GK)

None.

Luxembourg

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

Except for amendments to the articles of association, the holding of general meetings is not compulsory as long as there are no more than 60 shareholders. In such case, each shareholder shall receive the proposed resolutions and shall cast his vote in writing. Where there are more than 60 shareholders, at least one annual shareholders' meeting must be held each year at the time determined in the articles.

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

Required to hold an annual shareholders’ meeting in Luxembourg within six months from the end of the financial year in order to approve the annual accounts. 

Special limited partnership (Société en commandite spéciale or SCSp)

There are no legal requirements to hold annual general partners’ meetings.

Malaysia

A resolution of shareholders of a private limited company can be approved by way of written resolutions or shareholders' meeting.

Mexico

S.A. de C.V.

Required to hold annual meeting of shareholders to vote on certain items.

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

Required to hold annual meeting of partners to vote on certain items.

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

Required to hold annual meeting of shareholders to vote on certain items.

Netherlands

Branch office

Determined by governing law of the head office.

B.V. (private company with limited liability)

Required to hold annual meeting of shareholders to vote on certain items, such as appointment of directors and adoption of annual accounts.

Co-operative U.A.

Required to hold annual meeting of members to vote on certain items, such as appointment of board members and adoption of annual accounts.

C.V. (a limited partnership)

Partnership agreement usually includes requirement to hold annual meeting of partners.

New Zealand

Limited liability company

Generally is required to hold an annual general meeting within 18 months of incorporation and within six months of the company's balance date/end of financial year. However, the company will not be required to hold an annual general meeting if there is nothing to be done at the meeting. The board has resolved that it is in the best interests of the company not to hold the meeting and the constitution of the company does not require one to be held. Actions requiring shareholder approval require a resolution to be passed by the shareholders holding the requisite majority of voting shares at a shareholders' meeting or approved by all shareholders by way of a written resolution in lieu of a meeting. The requisite majority is most commonly a simple majority, but it is 75% for certain matters.

Branch

Meeting requirements are subject to the overseas company's home jurisdiction requirements.

Norway

Required to hold an annual general meeting/partnership meeting to approve the annual accounts and other items required by law, articles of association or the partnership agreement.

Philippines

Generally not applicable. Exception is a subsidiary where it is required to hold an annual stockholders' meeting to vote on certain matters, such as election of directors.

Poland

With respect to commercial companies and limited joint-stock partnerships, at least one shareholders' meeting (general meeting) must be held each year, within six months after the end of the previous financial year, to vote on and adopt resolutions on matters, such as distribution of profit or coverage of losses, granting approval of duties performance by members of the entity's bodies and approving financial statements of the entity for the previous financial year.

No such requirements apply to other partnerships, branches or representative offices.

Portugal

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

Required to hold an annual meeting for the approval of the annual accounts. It is also the shareholders’ meeting that appoints the directors – though, not necessarily, on an annual basis.

Private limited liability company (LDA)

Required to hold an annual meeting for the approval of the annual accounts. It is also the shareholders’ meeting that appoints the directors – though, not necessarily, on an annual basis.

Joint stock company (SA)

Required to hold an annual meeting for the approval of the annual accounts. It is also the shareholders’ meeting that appoints the directors – though, not necessarily, on an annual basis.

Puerto Rico

Corporations

Required to hold annual meeting of shareholders to vote on certain items, such as election of directors.

Limited Liability Companies

Annual meetings of the members are not required. The provisions of the operating agreement will typically determine any meeting requirements.

Romania

JSCs and LLCs are required to hold annual meetings of shareholders to vote on certain items, such as approval of financial statements. In case of JSC, general meeting of shareholders can either be ordinary or extraordinary depending on the matter on the agenda.

Russia

Joint-stock company (public and non-public)

It is required to hold an annual shareholders' meeting.

Limited liability company

It is required to hold an annual members' meeting.

Saudi Arabia

Limited liability company

Required to hold at least one annual meeting for LLCs within four months after the closing date of the financial year of the LLC.

Singapore

Limited liability company 

A public listed company can hold its annual general meeting within four months after its financial year end and file the annual return within five months after its financial year end.

A private listed company can hold its annual general meeting within six months after its financial year end and file the annual return within seven months after its financial year end.

South Africa

A private company is not required to hold an AGM, although it may choose to do so in terms of the MOI.

A private company must hold a shareholders meeting whenever the Companies Act or the company's MOI requires it to do so (for example, to appoint or remove directors or to approve a fundamental transaction).

A private company must call a shareholders meeting when one or more shareholders deliver written and signed demands to the company, which must:

  • Describe the specific purpose for which the meeting is proposed and
  • In aggregate, demands for substantially same purpose are made and signed by the holders, as of the earliest time specified in any of those demands, of at least 10% (or a lower percentage specified in the company's MOI) of the voting rights entitled to be exercised in relation to the matter proposed, to be considered at the meeting

Public company

A public company must call a shareholders meeting whenever the Companies Act or the company's MOI requires it to do so and if it receives demands from shareholders as described above.

A public company must convene an AGM initially no more than 18 months after its date of incorporation and thereafter once in every calendar year, but not more than 15 months after the date of previous AGM.

The AGM agenda must at a minimum provide for the following business of the company to be transacted:

  • The presentation of the directors and audit committee reports
  • The presentation of the audited financial statements for the immediately preceding financial year
  • The election of directors, as required by law and the MOI
  • The appointment of the auditors and the audit committee
  • Any matters raised by shareholders, regardless of whether advance notice of the topic has been given

External company

Shareholder meetings and an AGM are not a requirement for external companies.

South Korea

Joint-stock company (Jusik Hoesa)

Required to hold a general meeting of shareholders for each fiscal year.

Limited company (Yuhan Hoesa)

Required to hold a general meeting of members for each fiscal year.

Spain

Branch (Sucursal)

There are no shareholder meetings in branches.

Limited liability company (Sociedad Limitada)

Required to hold annual meeting of shareholders within the first six months of the financial year to vote on certain items, such as approval of the annual accounts and allocation of results / distribution of earnings.

Joint-stock company (Sociedad Anónima)

Required to hold annual meeting of shareholders within the first six months of the financial year to vote on certain items, such as approval of the annual accounts and allocation of results / distribution of earnings.

Sweden

Limited company (Sw. aktiebolag, AB)

Required to hold annual meeting of shareholders to vote on certain items, such as adoption of annual accounts, election of directors and resolution on discharge from liability for members of the board of directors and the managing director.

Trading partnership (Sw. handelsbolag, HB)

Not applicable for this jurisdiction.

Limited partnership (Sw. kommanditbolag, KB)

Not applicable for this jurisdiction.

Branch office (Sw. filial, Branch)

Not applicable for this jurisdiction.

Switzerland

Stock corporation

Required to hold annual general meeting of shareholders to vote on certain items, such as election of directors.

Taiwan

Company limited by shares

If there is more than one shareholder, shareholders' meetings must be held physically to approve certain important corporate matters, such as the company's annual financial statements. For a non-public status company, its shareholders' meeting may be conducted through video conferencing if its articles of incorporation so permit. Where there is only one shareholder, then all functions of the shareholders' meeting are exercised by the board meetings.

Closely-held company limited by shares

If there is more than one shareholder, shareholders' meetings must be held to approve certain important corporate matters, such as the CHC's annual financial statements. If there is only one shareholder, then all functions of the shareholders meeting are exercised by the board meetings. The shareholders' meeting of a CHC may be conducted through video conferencing and, if agreed by all of its shareholders, a resolution can be approved by the shareholders in writing without convening a meeting

Limited company

Not applicable for this jurisdiction. Members are not required to meet annually.

Branch office of a foreign company

Not applicable for this jurisdiction.

Thailand

Private limited company

At least once a year to vote on certain matters such as approval of financial statements, election of directors in place of those retired by rotation, etc.

Public limited company

At least once a year to vote on certain matters such as approval of financial statements, election of directors in place of those retired by rotation, etc.

Partnerships

Annual meeting of partners is not required.

Turkey

It is mandatory to hold ordinary general assembly meetings with a certain agenda within three months from the end of the accounting period. Additionally, when necessary, general assembly is called for extraordinary meeting.

United Arab Emirates

LLC

General Assembly composed of all partners convened once a year during the four months following the end of the financial year. Decisions of the general assembly shall not be valid unless passed by the majority of the shareholders present in person and those represented at the meeting (unless the company memorandum states a larger majority).

Branch

Not applicable for this jurisdiction.

FZ-LLC

General meeting shall be convened at least once in every calendar year (unless the company only has one shareholder). Resolutions require simple majority of votes (or by such majority as prescribed in the memorandum and articles of association of the company).

FZ-Branch

Not applicable for this jurisdiction.

Dual Licence Branch

Not applicable for this jurisdiction.

United Kingdom

Private limited company

General meeting must be called upon the request of shareholders representing at least 5% of the paid-up share capital of the company (carry voting rights). Certain key decisions (such as the issuance of shares or the payment of final dividends) require shareholder approval. Otherwise, no statutory requirement to hold shareholder meetings (subject to any express provision in the company's articles).

Limited liability partnership (LLP)

No shareholders. Members meeting requirements governed by LLP Agreement.

Registered UK establishment

Not applicable for this jurisdiction.

United States

C corporation

Required to hold annual meeting of shareholders to vote on certain items, such as election of directors.

S corporation

Required to hold annual meeting of shareholders to vote on certain items, such as election of directors.

Limited liability company (LLC)

Annual meetings of the members or managers are not required. The provisions of the operating agreement will determine any meeting requirements.

Vietnam

Joint stock company (JSC)

A GSM meeting is required annually.

Multi-member limited liability company (2M-LLC)

An MC meeting is required annually.

Single-limited liability company (IM-LLC)

Not applicable for this jurisdiction.