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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

Board of director meeting requirements

Argentina

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.

Australia

Branch

Not applicable for this jurisdiction..

Proprietary company

As required (no prescribed minimum). Usually at least one meeting is held each year (eg, to approve accounts or confirm solvency).

Public company

As required (no prescribed minimum). Usually at least one meeting is held each year (eg, to approve accounts or confirm solvency).

Austria

Stock corporation (AG)

Any time a management decision is required.

Limited liability company (GmbH)

Any time a management decision is required, however, it can be (and usually is) quite informal.

Bahrain

With Limited Liability (WLL)

The meeting requirements would be in accordance with that stated in the company's memorandum of association.

Closed Shareholding Company (BSC(c))

The board of directors shall meet at least four times in the fiscal year, unless the company's memorandum of association provides for more times.

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 board of directors has residual authority, ie, the management of the public limited company.

The board of directors or the board of supervision of the public limited company needs to meet at least once a year to prepare the annual accounts and to convene the annual shareholders' meeting.

The meeting of the board of directors or the board of supervision cannot be held until the draft of an annual management report to the shareholders and a set of the draft annual accounts (including a balance sheet, a profit and loss statement and explanatory notes) for the relevant financial year have been prepared.

Other meetings are possible each time the interest of the public limited company requires it in the interest of the public limited company.

Limited company (société à responsabilité limitée/besloten vennootschap)

In principle, the (board of) director(s) has residual authority, ie, the management of the limited company.

The (board of) director(s) of the limited company needs to meet at least once a year to prepare the annual accounts and to convene the annual shareholders' meeting. 

The meeting of the (board of) director(s) cannot be held until the draft of an annual management report to the shareholders and a set of the draft annual accounts (including a balance sheet, a profit and loss statement and explanatory notes) for the relevant financial year have been prepared.

Other meetings are possible each time the interest of the limited company so requires.

Belgian branch office of a foreign company

Not applicable for this jurisdiction.

Brazil

Limited liability company (Sociedade Limitada)

The rules for the managers meeting, if applicable, shall be established in the articles of organization. Due to a recent change in the applicable rules, a Sociedade Limitada may now have a Board of Directors and the rules established in the Brazilian Corporations Law (Rule No. 6,404/76) regarding the Board of Directors shall be applied by analogy.

Corporation (Sociedade Anônima)

Requirements, if any, shall be established in the bylaws.

Canada

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

Annual meeting of the directors is required. A resolution signed by all directors is valid in lieu of a meeting.

Chile

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

As determined in the bylaws of a foreign corporation.

Corporation (Sociedad Anónima)

There must be at least one board meeting per month in public corporations. There must be at least one board meeting per year in private corporations.

Limited liability company (Sociedad de Responsabilidad Limitada)

Board of directors meetings (in case company is administered by a board) can be freely established in corporate bylaws.

Limited liability partnership (Sociedad en Comandita)

These meetings can be freely established in corporate bylaws.

Partnership limited by shares (Sociedades por Acciones)

These meetings can be freely established in corporate bylaws.

China

Annual meeting of directors is not required for the WFOEs, though it is quite common. Annual meeting of directors is required for Sino-foreign joint ventures.

Colombia

General partnership (Sociedad Colectiva)

There is no board of directors in a general partnership.

Limited partnership (Sociedad en Comandita Simple y por Acciones)

There is no board of directors in a limited partnership.

Limited liability company (Sociedad de Responsabilidad Limitada)

There is no obligation to have a board of directors, but it can be created.

Corporation (Sociedad Anónima)

There is a board of directors in a corporation that must have a minimum of three members. The board of directors must also follow notification requirements and meet at least once a year.

Simplified stock company (Sociedad por Acciones Simplificada)

There can be a board of directors that must meet at least once a year.

Czech Republic

Requirements depend on the respective articles of association. Any time a management decision is required, however, it can be (and usually is) quite informal.

Denmark

Limited liability company (Kapitalselskab)

The board of directors must consist of no less than three members, and such board members are elected by the shareholders on the shareholders meeting.

The board of directors is quorate when more than half of its members are represented, unless a higher proportion is required by the articles of association.

There are no requirements regarding the frequency of the board of directors' meetings.

The board of directors is entrusted with the ultimate responsibility of the company as they have both the supervisory function of the executive board and the overall strategic responsibility of the company. The board must therefore make sure to be convened as frequently as this responsibility necessitates.

The board of directors of a public limited company elects its own chairman, unless otherwise provided in the articles of association.

The chairman of the board of directors will procure that the board convenes when necessary and, in addition, ensure that all members receive due notice of the meeting.

Any member of the board of directors may request that a board meeting is held.

Meetings of the board of directors are held in person unless the board decides that members may participate by electronic means and such participation is compatible with the members carrying out their duties.

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

Egypt

JSC

At least three of BoD members must attend the meeting. The BoD shall meet at the invitation of its chairman or the majority of its members in case of a vacancy of the position of the chairman.

A third of the board members may submit a written request to the chairman to hold a meeting. If the chairman fails to invite the Board within ten days from the date of submitting the request, they shall invite the Board to a meeting themselves and notify GAFI with such meeting. The meeting may be held outside the company's headquarter or by means of teleconference, video conference or circulation, including electronic signature, in accordance with the regulations specified by the Companies Law.

LLC

BoD meeting is not applicable under the Egyptian Laws for LLCs, but the quota-holders appoint manager(s) to manage a company. If the number of quota-holders is more than ten, control must be entrusted to a Board of Control (BoC) consisting of at least three quota-holders as determined in the AoI. Such BoC may require manager(s) to present reports, audit the books and documents of a company, take an inventory of treasury and financial stocks, and request to show that the company validly exists and is in good standing. Moreover, the BoC controls financial statements of the company, annual report, develops a distribution of profits strategy and sends its report to quota-holders not less than 15 days before the next general assembly's meeting.

OPC

Not applicable for this jurisdiction. However, the founder appoints manager(s) to manage the company, determines their authorities, and ratifies their signatures. Such manager(s) shall represent the company before courts and third parties and shall be responsible before the founder.

Branch

Not applicable for this jurisdiction.

RO

Not applicable for this jurisdiction.

Finland

Osakeyhtiö (Oy)

No statutory minimum number requirement. In practice, at least one meeting needs to be held yearly.

France

Société par actions simplifiée (SAS)

The law does not impose a particular management structure for the SAS except the appointment of a president. There is no obligation to have a board of directors but it can be organized by the by-laws.

Société à responsabilité limitée (SARL)

There is no board of directors in SARL.

Société anonyme (SA)

Meetings shall occur at least when required by law and the by-laws for the statement of the annual accounts, interim accounts (when applicable).

Germany

GmbH – limited liability company

Requirements depend on the respective articles of association.

Greece

Societe anonyme (S.A.)

Board of directors convenes whenever the law, the articles of association or the needs of the company so require.

Limited liability company (L.T.D.)

There is no requirement for annual meeting of directors. Provisions of articles of association may determine any meeting requirements.

Private company (P.C.)

There is no requirement for annual meeting of directors. Provisions of articles of association may determine any meeting requirements.

Hong Kong

Limited private companies

Regular meetings are not mandatory unless required by a shareholders' agreement and/or articles of association. However, it is recommended to convene board meetings to approve corporate changes and significant transactions.

Hungary

Private company limited by shares (Zrt.)

Annual meeting of a board of directors is required.

Limited liability company (Kft.)

Since managing directors do not act as a board but as individual officers (directors) of a Kft., an annual meeting of the managing directors is not required. But managing directors can still hold meetings informally at their convenience.

India

Private limited company

At least four times in a year. Maximum gap between two meetings should not be more the 120 days. Every director is required to attend at least one meeting in a year.

Indonesia

Limited liability company

No requirements unless imposed under the company's articles of association.

Ireland

Private company limited by shares (LTD)

Subject to the constitution, the directors may meet as they think fit and no minimum number of board meetings is required annually although regular board meetings are recommended for corporate governance purposes.

 

External company

Determined by the laws of the jurisdiction of incorporation.

Israel

Company

The board convenes in accordance with the company’s requirements and at least once a year. Unanimous written consents, in lieu of meetings, are generally permitted.

Branch / representative office

Not applicable.

Italy

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

The articles of association of a S.r.l. may provide that the decisions of the board of directors are taken by way of written consultation or written consent.

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

Auditing body

The S.r.l. is obliged to appoint an auditing body which can consist either:

  • In a board of three effective members and two alternate members or
  • In a sole auditor or
  • In an external auditor

The following requirements/thresholds need to be met:

  • The company is required to prepare the consolidated financial statements
  • The company is controlled by a company which is subject to the legal auditing by an external auditor
  • For two consecutive financial years the company has been exceeding two of the following thresholds:
    • The assets resulting from the balance sheet are equal to €4.4 million
    • The profits are equal to € 8.8 million
    • The personnel employed by company consists of 50 employees or more
  • The company is controlled by a company listed in the stock exchange
  • The company issues securities

The obligation ceases if, for two subsequent financial years, two of the aforementioned limits have not been exceeded.

The auditors must receive a remuneration for their office.

For the S.p.A.:

  • The auditing body is mandatory in the joint stock companies
  • It is composed by three effective auditors and two alternate auditors, appointed by the shareholder’s meeting (with the exception of the first statutory auditors, appointed by the deed of incorporation)
  • They must receive a remuneration for their office

Japan

Registered branch

No requirements.

Kabushiki-Kaisha (KK)

A KK has to hold board of directors meetings once in three months if the KK has a board of directors.

Godo-Kaisha (GK)

None.

Luxembourg

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

Sole manager’s resolutions to be taken, or board meetings (if more than one manager) to be held in Luxembourg, at least once a year.

Managers may:

  • Attend board meetings in person
  • Grant power of attorney to another manager in order to be represented at a relevant meeting or
  • Attend by means of conference call (ideally initiated from Luxembourg), unless expressly forbidden by the articles of association

If the articles allow it, the resolutions of the board of managers may be adopted unanimously in writing by means of circular resolutions.

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

Sole director’s resolutions to be taken, or board meetings to be held in Luxembourg, at least once a year.

Directors may:

  • Attend board meetings in person
  • Grant power of attorney to another director in order to be represented at a relevant meeting or
  • Attend by means of conference call (ideally initiated from Luxembourg), unless expressly forbidden by the articles of association

If the articles allow it, the resolutions of the board of directors may be adopted unanimously in writing by means of circular resolutions.

Special limited partnership (Société en commandite spéciale or SCSp)

There is no board of directors. The SCSp is managed by one or several managers, which can be general partner(s).

Malaysia

Directors hold board of directors' meeting as and when required.

Mexico

S.A. de C.V.

Unless otherwise provided for in the corporation’s bylaws, no annual meeting of the directors is required.

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

Unless otherwise provided for in the company’s bylaws, no annual meeting of the directors is required.

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

Unless otherwise provided for in the corporation’s bylaws, no annual meeting of the directors is required.

Netherlands

Branch office

Determined by governing law of the head office.

B.V. (private company with limited liability)

Normally one annual meeting of the directors is held. Tax substance may require more than one meeting to be held per year in the Netherlands.

Co-operative U.A.

Typically an annual meeting of the board members is being held. Tax substance may require more than one meeting to be held per year.

C.V. (a limited partnership)

Generally no requirements.

New Zealand

Limited liability company

As required (no prescribed minimum). Usually at least one meeting is held each year (eg, to approve accounts or confirm solvency), with other meetings determined by the governance needs of the business.

Branch

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

Norway

Private LLCs

At least one meeting each year to approve annual accounts. Further required to hold board meetings to resolve matters of unusual or significant nature, as well as matters that have to be resolved by the board of directors in accordance with the Norwegian Private Limited Liabilities Companies Act.

Public LLCs

At least one meeting each year to approve annual accounts. Further required to hold board meetings to resolve matters of unusual or significant nature, as well as matters that have to be resolved by the board of directors in accordance with the Norwegian Public Limited Liabilities Companies Act.

Partnerships with liability

If a partnership has appointed a board of directors, at least one meeting each year to approve annual accounts is required.

Philippines

Generally not applicable. Exception is a subsidiary where regular meetings of the board of directors must be held monthly, unless by-laws provide otherwise.

Poland

In limited liability companies, joint-stock companies and limited joint-stock partnerships, in order for any resolution to be valid, each member of the board of directors (management board) must be properly notified about the meeting and about the matters to be discussed.

Portugal

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

Not required.

Private limited liability company (LDA)

Not required.

Joint stock company (SA)

A monthly meeting of directors is required if not established otherwise in the bylaws.

Puerto Rico

Corporations

Annual meeting of directors is required.

Limited Liability Companies

Annual meeting of the managers is not required. If the provisions of the operating agreement allow for the creation of a board of directors, said agreement will determine any meeting requirements.

Romania

Joint stock company (JSC)

The board of directors / supervisory board is required to meet every three months.

Limited liability company (LLC)

Not specified by law. Directors are not required by law to form a board of directors.

Russia

Joint-stock company (public and non-public)

The procedure for convening and conducting of board meetings is determined by the charter of the company and an internal regulations of the company.

Limited liability company

The procedure for the convocation and conducting of board meetings is determined by the charter of the company.

Saudi Arabia

Limited liability company

There is no requirement for a board of directors or with regard to the nationality of directors. The company may be managed by a General Manager or by a Board of Directors. If a board of directors is formed, there is no requirement for frequency of meetings.

Singapore

Limited liability company 

No requirements unless stated under the company's constitution, but generally a minimum of once a year.

South Africa

Private and public companies

  • A director authorized by the board of a company can call a meeting of the board at any time
  • A board meeting must be called if required to do so by at least25% of directors when the board has 12 members or more. In any other case two directors would suffice
  • A company's MOI can specify a higher or lower percentage or number as a requirement for calling a board meeting
  • A company must keep minutes of the board meetings and include any declaration given by notice or made by a director and every resolution adopted by the board

External company

If there are no directors who are locally appointed then an external company is not required to have directors meetings.

South Korea

Joint-stock company (Jusik Hoesa)

Each director is obligated to report the performance of business at the board of directors' meeting that must occur at least once in March.

However, the foregoing obligation does not apply to the directors of a joint-stock company with a paid-in capital of less than KRW 1 billion because such companies are not obligated to establish a board of directors.

A resolution of the board of directors is required to hold a general meeting of shareholders. 

Limited company (Yuhan Hoesa)

Board of directors is not a required organization, but may be established.

Spain

Branch (Sucursal)

There are no board meetings in branches.

Limited liability company (Sociedad Limitada)

If there is a board, its meetings must be held at least quarterly and otherwise when necessary and duly called.

Joint-stock company (Sociedad Anónima)

If there is a board, its meetings must be held at least quarterly and otherwise when necessary and duly called.

 

Sweden

Limited company (Sw. aktiebolag, AB)

No statutory minimum number requirement. In practice, at least one inaugural meeting is held in connection with the annual meeting of shareholders.

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

Annual meeting of the board of directors is required.

Taiwan

Company limited by shares

An annual board meeting is required to convene the annual shareholders' meeting.

Closely-held company limited by shares

An annual board meeting is required.

Limited company

Not applicable for this jurisdiction.

Branch office of a foreign company

Not applicable for this jurisdiction.

Thailand

Private limited company

No minimum number of board of directors meeting requirements under the law. However, board of directors must at least hold a meeting to call for an annual general meeting annually of shareholders.

Public limited company

Board of directors must hold a meeting at least once every three months.

Partnerships

Not applicable for this jurisdiction.

Turkey

As often as internal operations of the company require.

United Arab Emirates

LLC

If there is a board of directors/managers appointed, then the meeting requirements should be in accordance with that stated in the company's memorandum of association.

Branch

Not applicable for this jurisdiction.

FZ-LLC

With the exception of a sole director appointed, the meeting of the board of directors should be in accordance with that stated in the company's articles of association.

FZ-Branch

Not applicable for this jurisdiction.

Dual Licence Branch

Not applicable for this jurisdiction.

 

United Kingdom

Private limited company

No statutory requirement to hold board meetings. Articles may specify matters which require board approval. Best practice suggests that regular board meetings should be held.

Limited liability partnership (LLP)

No directors. Members meeting requirements governed by LLP Agreement.

Registered UK establishment

Not applicable for this jurisdiction.

United States

C corporation

Annual meeting of the directors is required.

S corporation

Annual meeting of the directors is required.

Limited liability company (LLC)

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

Vietnam

Joint stock company (JSC)

A BOD meeting is required quarterly.

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

Not applicable for this jurisdiction.

Single-limited liability company (IM-LLC)

Not applicable for this jurisdiction.