Corporation (Sociedad Anónima or SA)

The board shall meet at least once every 3 months.

Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

Periodical meetings of the board are not required.

Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

Periodical meetings of the board are not required.

Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

Periodical meetings of managers are not required.

Branch

Not applicable for this jurisdiction.

Proprietary company

As required (no prescribed minimum). Usually at least 1 meeting is held each year (eg, to approve accounts or confirm solvency).

Public company

As required (no prescribed minimum). Usually at least 1 meeting is held each year (eg, to approve accounts or confirm solvency).

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.

With Limited Liability (WLL)

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

Closed Shareholding Company (BSC(c))

The board of directors shall meet at least 4 times in the fiscal year, unless the company's memorandum of association provides otherwise.

Foreign Branch (Branch)

Not applicable.

Public limited company (société anonyme/naamloze vennootschap)

In principle, the board of directors has residual authority (ie, all powers that are not reserved to the general meeting of shareholders).

The board of directors or the board of supervision of the public limited company must 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 (insofar required by law) 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 must 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 (insofar required by law) 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.

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.

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

Annual meeting of the directors is required, unless dispensed with by the provisions of a unanimous shareholder agreement. A resolution signed by all directors is valid in lieu of a meeting.

Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

Board of directors’ meetings - if the company is administered by a board - may be freely established in the bylaws.

Corporation (Sociedad Anónima or S.A.)

In public corporations, regular directors’ meetings shall be held at least once a month. Private corporations shall indicate the frequency of directors’ in the bylaws. If they are not delineated in the bylaws, directors’ meetings shall be held at least once per month. The board meeting may be held via technological means, and minutes may be signed by electronic signature.

Simplified Corporation (Sociedades por Acciones or SpA)

Board of director meetings may be freely established in corporate bylaws; in case of silence, rules for private corporations apply. The board meeting may be held via technological means. Minutes may be signed by electronic signature if approved by the board.

Branch of a Foreign Legal Entity (Agencia)

Not applicable to Chilean branches. The parent company must comply with applicable foreign regulation.

Annual meeting of directors is not required for the LLCs, though it is quite common.

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 3 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.

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

Limited liability company (Kapitalselskab)

The board of directors of a public limited company shall consist of minimum 3 members, and such board members are elected by the shareholders at the shareholders meeting. No requirements are set for the number of board members in private limited companies.

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.

JSC

At least 3 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 10 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

A BoD meeting is not applicable under the Egyptian Laws for LLCs, but the quotaholders appoint manager(s) to manage a company. If the number of quotaholders is more than 10, control must be entrusted to a Board of Control (BoC) consisting of at least 3 quotaholders (non-managers) 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 and annual report, develops a distribution of profits strategy and sends its report to quotaholders 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.

Osakeyhtiö (Oy)

No statutory minimum number requirement. In practice, at least 1 meeting needs to be held yearly.

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 bylaws.

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 bylaws for the statement of the annual accounts, interim accounts (when applicable).

GmbH – limited liability company

Requirements depend on the respective articles of association. 

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.

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.

Private company limited by shares (Zrt.)

Annual meeting of a board of directors is required. If the Zrt. has a supervisory board, the board of directors must present a report on the financial position of the company quarterly to the supervisory board this presupposes quarterly board meetings).  

Limited liability company (Kft.)

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

Private limited company

At least 4 times in a year. Maximum gap between 2 meetings should not be more than 120 days. Every director is required to attend at least 1 meeting in a year.

Limited liability company

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

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.

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.

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

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 of either:
  • In a board of 3 effective members and 2 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 S.r.l. controls a company which is subject to the legal auditing by an external auditor
• For 2 consecutive financial years, the company has exceeded at least 1 of the following thresholds:
  • The assets resulting from the balance sheet are equal to EUR 4 million
  • The profits are equal to EUR 4 million
  •  The average number of the personnel employed by the company is 20  employees
• The obligation to appoint an auditing body in a S.r.l. ceases if, for 3 subsequent financial years, none of the aforementioned numeric limits have been exceeded.

For Società per azioni (S.p.A.):

The auditing body is mandatory in the joint stock companies, in the form of a board of statutory auditors

It is composed by 3 effective auditors and 2 alternate auditors, appointed by the shareholder’s meeting (with the exception of the first statutory auditors, appointed by the deed of incorporation).

The effective auditors must receive a remuneration for their office.

Registered branch

No requirements.

Kabushiki-Kaisha (KK)

A KK must hold board of directors meetings once in 3 months if the KK has a board of directors.

Godo-Kaisha (GK)

None.

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

Sole manager’s resolutions to be taken, or meetings of the board of managers (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 otherwise provided by the articles of incorporation/association.

If the articles of incorporation/association 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 meetings of the board of directors 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 otherwise provided 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)

The SCSp is managed by one or several managers, which may be general partner(s), designated by its limited partnership agreement.

A resolution of directors of a private limited company can be approved by way of written resolutions, or directors may hold a board of directors' meeting as required.

The proceedings of a board meeting will depend on the company’s constitution, and, if the company does not have a constitution, then the Eighth Schedule of the Companies Act will apply to the proceedings of the board.

A director may convene a meeting by sending notice to every director who is in Mauritius, which must include the date, time and place of the meeting, and the matters to be discussed. The meeting can then either be held in person at the date, time and place stated in the notice, or by means of audio, or audio and visual, communication, provided that all the directors can simultaneously hear each other, and a quorum is present. A quorum can be fixed by the board, and if not so fixed will be a majority of the directors. No business may be transacted unless a quorum is present.

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.

Branch office

Determined by governing law of the head office.

B.V. (private company with limited liability)

Normally 1 annual meeting of the directors is held. Tax substance may require more than 1 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 1 meeting to be held per year.

C.V. (a limited partnership)

Generally no requirements.

Limited liability company

There are no prescribed minimum requirements relating to any minimum or maximum number of board meetings to be held under the Companies Act. However, it is advisable to hold at least one board meeting each year to approve accounts or to confirm solvency (with other meetings determined by the governance needs of the business).

Branch

Meeting requirements are subject to the overseas companies' home jurisdiction requirements.

A board of directors meeting may either be convened by a director or by the company secretary on the requisition of a director. The first meeting of the directors must be held not later than 6 months after the incorporation of the company.

The law provides that the directors may regulate their meetings as they think fit. However, this is subject to the provisions of the articles of association of the company or the express provisions of the law.

Unless otherwise provided by the articles of association of a company, every director shall be entitled to receive the Notice of a Board Meeting not less than 14 days before the meeting. Unless provided otherwise by the Articles of Association, it is not necessary to give notice to a director’s absence from the country. However, where such director has given an address in Nigeria, the Notice will be sent to such address.

The meeting of the Board is regulated by a chairman, elected from among the members of the Board. Where an elected chairman is not present at the meeting after 5 minutes of the scheduled meeting time, the members present may choose another individual from the group to serve as chairman of the meeting.

In all meetings of the directors, each director is entitled to one vote.

Private LLCs

At least 1 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 to be resolved by the board of directors in accordance with the Norwegian Private Limited Liabilities Companies Act.

 Public LLCs

At least 1 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 to be resolved by the board of directors in accordance with the Norwegian Public Limited Liabilities Companies Act.

Partnerships with unlimited liability

If a partnership has appointed a board of directors, at least 1 meeting each year to approve annual accounts is required.

Corporation, Closed Stock Corporation and Open Corporation (Sociedad Anónima or S.A., Sociedad Anónima Cerrada or S.A.C. and Sociedad Anónima Abierta or S.A.A.)

At least once per year, before the annual obligatory shareholders’ meeting, the board of directors of corporations shall meet. The board meeting may be held by technological means.

Limited Liability Company (Sociedad de Responsabilidad Limitada or S.R.L.)

S.R.L.s do not have board of directors.

Branch of a Foreign Legal Entity (Sucursal)

Not applicable to Peruvian branches. The parent company shall comply with the applicable foreign laws.

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

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.

The management board meetings of limited liability companies and joint-stock companies can be held also on line (subject to some restrictions under corporate law and articles of association).

Directors should meet at least 1 time every month on S.A. companies (unless otherwise provided for in the company’s bylaws). Similarly to shareholders’ meetings, resolutions are taken either in physical presence, through electronic means (unless otherwise provided for in the company’s bylaws) or by means of a unanimous written resolution.

No requirements for other types of companies.

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.

Joint stock company (JSC)

The board of directors or supervisory board is required to meet every 3 months.

Limited liability company (LLC)

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

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 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.

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.

Limited liability company 

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

Private and public companies (including personal liability 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 least 25 percent of directors when the board has 12 members or more. In any other case, 2 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.

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.

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.

Limited company (aktiebolag, AB)

No statutory minimum number requirement. In practice, at least 1 inaugural meeting is held in connection with the annual meeting of shareholders.

Trading partnership (handelsbolag, HB)

Not applicable for this jurisdiction.

Limited partnership (kommanditbolag, KB)

Not applicable for this jurisdiction.

Branch office (filial, Branch)

Not applicable for this jurisdiction.

Stock corporation

Annual meeting of the board of directors is required.

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.

Private limited company

No requirements for board of directors’ meetings. However, the board of directors must at least hold a meeting to call an annual general meeting of shareholders.

Public limited company

Board of directors must hold a meeting at least once every 3 months.

Partnerships

Not applicable for this jurisdiction.

As often as internal operations of the company require.

Limited Liability Company

LLC law does not provide for any procedure of convening and holding a meeting of the board of directors. In case LLC has a collective executive body (i.e. not a sole director), the procedure for convening and holding of the company’s board of directors meeting shall be prescribed under the company’s charter or specific regulation. Articles may specify matters which require board approval. Best practice suggests that regular board meetings should be held.

Private Joint-Stock Company

No statutory requirement to hold board meetings. Best practice suggests that regular board meetings should be held.

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.

Private limited company

No statutory requirement to hold board meetings, but it is generally considered best practice to hold them sufficiently regularly to enable directors to discharge their duties. Articles may specify matters which require board approval. Minutes/records of meetings to be kept for at least 10 years.

Articles may permit directors to take decisions via unanimous consent and/or a majority decision in a written directors’ resolution instead of a meeting.

Limited liability partnership (LLP)

No directors. Members meeting requirements governed by LLP Agreement.

Registered UK establishment

Not applicable for this jurisdiction.

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.

Joint stock company (JSC)

Assume that the term “Board of Directors” under the laws of jurisdictions outside Vietnam is equivalent to the term “Board of Management in a JSC” under the laws of Vietnam. Meetings of the Board of Management are required at least quarterly.

Limited liability company with two or more members (LLC2)

Not applicable for this jurisdiction.

Limited liability company with one member (LLC1)

Not applicable for this jurisdiction.