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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

Business registration filing requirements

Argentina

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.

Australia

Branch

A balance sheet, profit and loss account, and cash flow statement must be lodged with ASIC each year.

Proprietary company

A company must confirm its corporate details and also pay a review fee to ASIC each year. See also "Annual Corporate Maintenance Requirements."

Public company

A company must confirm its corporate details and also pay a review fee to ASIC each year. See also "Annual Corporate Maintenance Requirements."

Austria

Stock corporation (AG)

Initial registration as well as annual filings are required.

Limited liability company (GmbH)

Initial registration as well as annual filings are required.

Bahrain

With Limited Liability (WLL)

Various documents required to be submitted to the Ministry of Industry, Commerce and Tourism (MOICT), including the application form for initial license approval, the board resolutions and corporate documents, passport copies of the individual shareholders and the directors.

Closed Shareholding Company (BSC(c))

Various documents required to be submitted to the MOICT and Central Bank of Bahrain (if the company exercises in banking and insurance activities), including the application form for initial license approval, the board resolutions and corporate documents, passport copies of individual shareholders and directors.

Single Person Company (SPC)

Various documents required to be submitted to the MOICT, including the application form for initial license approval, the founder declaration and corporate documents, passport copies of the sole shareholder and directors.

Foreign Branch (Branch)

Various documents required to be notarized, legalized and submitted to the MOICT, including a resolution of the parent company, guarantee letter from the parent company, bylaws of the parent company and passport copies of the authorized signatory(s) and director(s).

Belgium

Public limited company (société anonyme/naamloze vennootschap)

Registration with the Crossroads Bank for Enterprises.

Limited company (société privée à responsabilité limitée/besloten vennootschap

Registration with the Crossroads Bank for Enterprises.

Belgian branch office of a foreign company

Registration with the Crossroads Bank for Enterprises.

Brazil

Limited liability company (Sociedade Limitada)

The corporate acts of a Sociedade Limitada (amendments to the articles of organization, quotaholders' meetings, etc) shall be filed with the competent commercial registry.

Corporation (Sociedade Anônima)

Minutes of shareholders' meetings and certain board of directors and board of officers resolutions shall be filed with the competent commercial registry.

Canada

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

Most provinces and territories require initial registration, as well as annual filings to the extent the corporation carries on business in the province or territory.

Chile

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

Requires initial registration, as well as annual filings.

Corporation (Sociedad Anónima)

Requires initial registration, as well as annual filings.

Limited liability company (Sociedad de Responsabilidad Limitada)

Requires initial registration, as well as annual filings.

Limited liability partnership (Sociedad en Comandita)

Requires initial registration, as well as annual filings.

Partnership limited by shares (Sociedades por Acciones)

Requires initial registration, as well as annual filings.

China

Approval or recordal filing with the commerce authority and registration with AMR are required for establishment of foreign-invested LLCs as well as subsequent changes of company particulars.

Colombia

All entity types are bound to register before the Registry of Commerce and tax authorities. As an exception a simplified stock company is incorporated by a private document that is registered with the Registry of Commerce.

Czech Republic

Initial registration as well as annual filings are required. Changes in recorded data of commercial register require registration.

Denmark

Limited liability company (Kapitalselskab)

Some information and resolutions in the limited company must be registered with the Danish Business Authority.

The company's central management body – often its board of directors – is responsible for ensuring that the necessary information is registered with to the Danish Business Authority within two weeks after the date of the relevant resolution.

For instance, the initial registration at the formation of the company must be registered within two weeks from signing of the memorandum of association.

Further, all amendments to the articles of association, and all members of the executive board, the board of directors and the supervisory board of a limited liability company as well as the company's auditor, if any, must always be registered.

The limited company must also ensure to annually file its annual accounts with the Danish Business Authority.

Egypt

Corporations

Corporate Entities require initial registration. It shall be registered in the commercial registry office by virtue of the establishment certificate issued by GAFI.

According to the Companies Law, GAFI is required to issue an establishment certificate upon being notified by the Corporate Entities provided that the required documents are attached to the establishment notification.

There are additional obligations to file yearly audited financial statements as well as amendments to by-laws, AoI(s) and AoA(s) each time they are made.

Branch

A branch’s establishment requires an initial approval from GAFI and must be registered in the CRD. Moreover, it must annually (within three months from the lapse of its financial year) submit to GAFI

  • A copy of its financial statements and an audit report
  • Names and nationalities of its manager(s)
  • Number, nationalities, titles and total payroll of its employees and determine the payroll of the Egyptian employees and
  • Its profits and the distributed proportion to its employees

RO

An RO’s establishment requires an initial approval from GAFI and must be registered in the CRD. Its registration certificate shall be issued for a period not exceeding one year and shall be subject to an annual renewal provided that the RO must be obliged to annually (at the beginning of each financial year) submit to GAFI (as may be requested)

  • Tts employees' names, titles, nationalities and total payroll and determine the ratio of the Egyptian employees’ payroll
  • Additional information concerning the RO's activities during the financial year and any amendments in relation thereto
  • Evidence that the parent company has been notified with the aforementioned
  • Decisions of the parent company in relation to the activities undertaken by the RO during the financial year and
  • A timeline schedule for the pending and finalized studies required to be done by the RO

Finland

Osakeyhtiö (Oy)

Initial registration, annual filings of annual accounts and filing of changes of registered issues.

France

Société par actions simplifiée (SAS)

Require initial registration, as well as annual filings. There are additional, on-going filing requirements including, in particular, an obligation to file its by-laws whenever they are amended and its yearly financial statements.

Société à responsabilité limitée (SARL)

Require initial registration, as well as annual filings. There are additional, on-going filing requirements including, in particular, an obligation to file its by-laws whenever they are amended and its yearly financial statements.

Société anonyme (SA)

Require initial registration, as well as annual filings. There are additional, on-going filing requirements including, in particular, an obligation to file its by-laws whenever they are amended and its yearly financial statements.

Germany

GmbH – limited liability company

Both initial registration, as well as annual filings can be necessary. Germany recently implemented the transparency register by an amendment of its Money Laundering Act. Companies such as GmbH, AG, KG and KGaA have to submit to the transparency register specific information about their beneficial owner if a natural person holds directly or indirectly 25% or more. Such a filing with the transparency register is not required if the same information can already be retrieved from the German commercial register or the 25% threshold is not triggered.

Greece

Initial registration as well as annual fillings are required with General Commercial Registry. 

Hong Kong

Limited private companies

Business registration with Inland Revenue Department valid for one or three years required.

Hungary

Private company limited by shares (Zrt.)

  • Court of Registration – initial registration
  • Central Statistical Office – after initial (court) registration
  • Chamber of commerce – after initial (court) registration
  • Tax Authority – tax number is issued in the course of initial (court) registration
  • Local municipality – for local taxes, after initial (court) registration
  • Central clearing house – requesting ISIN code for the shares, after initial (court) registration

Limited liability company (Kft.)

  • Court of Registry – initial registration
  • Central Statistical Office – after initial (court) registration
  • Chamber of commerce – after initial (court) registration
  • Tax Authority – tax number is issued in the course of initial (court) registration
  • Local municipality – for local taxes, after initial (court) registration

India

Private limited company

Every company to file a business commencement declaration within 180 days from incorporation certifying that the initial share capital has been remitted by the shareholders and that the company has adhered to registered office verification rules.

Audit of accounts to conducted for every financial year within 5 months from the close of the financial year. Annual returns to be submitted to ROC within 30 days from the date of AGM and audited financial statements to be submitted to ROC within 60 days from the AGM.

Financial year

Every company's financial year will be the period ending on 31 March every year. Only exception available is for subsidiaries of foreign companies to enable them to align with financial year of the Parent company. However such a change is required to be approved by National Company Law Tribunal (NCLT). 

Indonesia

Limited liability company

Initial registration with the Minister of Trade within three months of the company's establishment is required, followed by renewal every five years. Additionally, on-going filing requirements apply to, among other things, certain amendments made to its articles of association, changes to the board of directors and board of commissioners, and its annual financial statement.

Ireland

Private company limited by shares (LTD)

No general requirement but it should be considered whether any regulatory permits or licenses are required to conduct certain activities in specific industries.

 

External company

No general requirement but it should be considered whether any regulatory permits or licenses are required are required to conduct certain activities in specific industries.

Israel

Company

Depending on the type of business and is issued by the municipality in which the company’s facilities are located.

Branch / representative office

Depending on the type of business and is issued by the municipality in which the branch’s facilities are located.

Italy

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

The filings are made when required by law.

The financial statements must be filed each year after their approval by the shareholders' meeting, within 30 days from the approval itself.

Japan

Registered branch

A foreign company intending to engage in business in Japan on a regular basis must register necessary information, which is also required from most other similarly situated companies in Japan, in order to carry out continuous transactions. In addition, the foreign company must register its governing law, name and address of its representative in Japan, and means by which it will provide public notice. A registered branch must also register changes to those items which have been registered in its corporate registry.

Kabushiki-Kaisha (KK)

Registration with the Legal Affairs Bureau is required. Also, a KK has to register changes of items that have been registered in its corporate registry.

Godo-Kaisha (GK)

Registration with the Legal Affairs Bureau is required. Also, a GK has to register changes of items that have been registered in its corporate registry.

Luxembourg

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

Registration with the Luxembourg Register of Commerce and Companies and publication of the incorporation deed and subsequent deeds or filings in the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations).

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

Registration with the Luxembourg Register of Commerce and Companies and publication of the incorporation deed and subsequent deeds or filings in the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations).

The identities of the shareholders are not disclosed to the Luxembourg Register of Commerce and Companies, nor published.

Special limited partnership (Société en commandite spéciale or SCSp)

Registration with the Luxembourg Register of Commerce and Companies and publication of extracts of the limited partnership agreement and subsequent amendments or filings in the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations).

The identities of the limited partners are not disclosed to the Luxembourg Register of Commerce and Companies, nor published.

Malaysia

A private limited company is required to file initial registration as well as annual filings.

Mexico

S.A. de C.V.

With the Public of Registry of Commerce, with the National Registry of Foreign Investments, if applicable, with the federal and state tax authorities.

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

With the Public of Registry of Commerce, with the National Registry of Foreign Investments, if applicable, with the federal and state tax authorities.

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

With the Public of Registry of Commerce, with the National Registry of Foreign Investments, if applicable, with the federal and state tax authorities.

Netherlands

Branch office

A branch office must be registered in the Dutch Trade Register within eight days after its establishment. Information on its directors and proxy holders must be up to date in the Trade Register (changes require to be filed within eight days).

B.V. (private company with limited liability)

A BV must be registered in the Dutch Trade Register within eight days after its incorporation. Information on its directors and shareholder (only in case of 100% shareholding) must be up to date in the Trade Register (changes require to be filed within eight days).

Co-operative U.A.

A Co-operative must be registered in the Dutch Trade Register within eight days after its incorporation. Information on its board members must be up to date in the Trade Register (changes require to be filed within eight days).

C.V. (a limited partnership)

A CV must be registered in the Dutch Trade Register if it has an enterprise in the Netherlands. For a CV with an enterprise outside the Netherlands, registration is not mandatory. If a CV is registered, information on its general partner and management committee members (proxy holders), if any, must be up to date in the Trade Register (changes require to be filed within eight days).

New Zealand

Limited liability company

A company must confirm its corporate details and also pay an annual return fee to the Companies Office each year. See also Annual corporate maintenance requirements.

Depending on the size and shareholder make-up of the company, it may also be required to lodge audited financial statements with the Companies Office within five months of its balance date/end of financial year. 

Branch

If the branch or overseas company meet the "large" thresholds, they will be required to lodge audited financial statements with the Companies Office within five months of their balance date/end of financial year. Branches are also required to file an annual return each year.  

Norway

It is required with initial registration, as well as annual filings.

Philippines

Must secure business permits from the local government unit where it is located and register with the Bureau of Internal Revenue (BIR), Social Security System (SSS), Philhealth and Pag-Ibig.

Poland

Initial registration filings are mandatory; annual filings may be necessary. Any change of information disclosed in the business register (eg, names of members of the management board, a change of shareholder, etc.) must also be filed and recorded. Commercial companies, partnerships and branches are registered with the National Court Register, while representative offices are entered into a separate register.

Portugal

Not applicable for this jurisdiction.

Puerto Rico

Corporations

Initial registration, as well as annual filings which include an annual report with a balance sheet. In the case of corporations with a business volume of $3 million or more, the annual report must include financial statements audited by a Certified Public Accountant (CPA) with a valid license from the Government of Puerto Rico.

Limited Liability Companies

Initial registration, as well as payment of an annual fee.

Romania

 Joint stock company (JSC) 

Initial registration is required, as well as annual filings. All resolutions of the general meetings of shareholders are required to be filed with the Trade Registry.

Limited liability company (LLC)

Initial registration is required, as well as annual filings. Only certain resolutions of the general meetings of shareholders are required to be filed with the Trade Registry.

Russia

Joint-stock company (public and non-public)

State registration of incorporation of a company and registration of the share issuance are required. 

Limited liability company

State registration of the company is required.

Saudi Arabia

Limited liability company

LLCs have to renew their foreign investment license issued by SAGIA and their commercial registration certificate issued by MOCI upon expiry, and renew subscription to chamber of commerce annually.

Singapore

Limited liability company

Required to submit an annual return and their annual accounts to the ACRA and annual corporate tax return to the IRAS.  

However, if a company is an exempt private company that is solvent or a dormant company, they can make the appropriate declarations online instead of submitting their annual accounts. In addition, a dormant company may be exempted by IRAS from the need to submit its Income Tax Return (Form C) if it has been granted such a waiver.

South Africa

Private company

Private companies need to be registered with the CIPC.

This application is done online and must be accompanied by:

  • Certified identity document or passport of the applicant
  • Certified copies of the identity documents or passports of the directors and incorporators
  • The name confirmation certificate (COR9.4) if you reserved a name
  • Memorandum of Incorporation (MOI): Standard or Customized (CIPC's  CoR 15.1A form provides a standard MOI. Customized MOI's cannot be done online, and would have to be done manually)
  • CoR14.1 (Notice of Incorporation)
  • CoR14.1 Annexture A (Initial Directors of the Company)
  • For ring-fencing, submission of the CoR14.1  Annexure C (Notice of Ring Fencing Provisions) is required
  • A power of attorney (if applicable) and
  • For trust or company/juristic person as an incorporator, the resolution and certified copy of an identity document or passport copy of the duly authorized representative must be attached

Public company

Public companies must be registered with the CIPC.

Registration is done manually and must be accompanied by the following forms which are available on the CIPC website:

  • CoR14.1 (Notice of Incorporation)
  • CoR14.1A (Initial Directors of the Company)
  • CoR14.1 Annexure D (Notice of Company Appointments - it is mandatory to appoint an auditor, audit committee members and a company secretary)
  • You may impose restrictions on the management and ownership of the company in respect of any of the alterable provisions of the MOI. In order to ring-fence provisions, you need to submit CoR14.1 Annexure C (Notice of Ring Fencing Provisions)
  • CoR15.1B (Long Standard Form for Profit Companies) or draft your own MOI. It is advisable to retain the services of a legal professional for this and

The supporting documents to be submitted are:

  • Confirmation notice of name reservation - CoR9.4 (if you have reserved a name) 
  • Certified copy of applicant's identity document or passport
  • Certified copy of all incorporators and director's identity documents or passports and
  • Power of attorney (if applicable)

External company

External companies are required to register with the CIPC.

The registration is done online and must be accompanied by the following forms which are available on the CIPC website:

  • CoR20.1A (Notice of Registration of an External Company)
  • CoR21.2 (Notice of Person AuthorisedAuthorized to Accept Service)
  • Attach a certified copy of the company's founding documents and a certificate of incorporation or comparable document. These supporting documents must be translated if the original is not in an official South African language
  • Certified copy of an identity document or passport of the applicant

  • Certified copy of an identity document or passport of all incorporators, director and representative and

  • A power of attorney (if applicable)

South Korea

Joint-stock company (Jusik Hoesa)

Business registration with tax office is required within 20 days after the commencement of business.

Limited company (Yuhan Hoesa)

Business registration with tax office is required within 20 days after commencement of business.

Spain

Branch (Sucursal)

Branches in Spain need to be registered in the Commercial Registry and with the Spanish Tax Authorities. A branch will also need a tax identification number (NIF) to be identified as a taxpayer and for VAT purposes. In addition, certain activities or businesses may require specific licenses or registrations in special public registers.

Limited liability company (Sociedad Limitada)

  • Needs to be registered in the Commercial Registry and with the Spanish Tax Authorities
  • Will need to obtain a tax identification number (NIF) to be identified as a taxpayer and for VAT purposes
  • May require specific licenses or registrations in special public registers, if it performs certain activities or businesses

Joint-stock company (Sociedad Anónima)

  • Needs to be registered in the Commercial Registry and with the Spanish Tax Authorities
  • Will need to obtain a tax identification number (NIF) to be identified as a taxpayer and for VAT purposes
  • May require specific licenses or registrations in special public registers, if it performs certain activities or businesses

Sweden

Limited company (Sw. aktiebolag, AB)

Initial registration, annual filings of annual accounts.

Trading partnership (Sw. handelsbolag, HB)

Initial registration. If an HB has a legal entity of a certain size as a co-owner, it must appoint an accountant and submit an annual report to the Swedish Companies Registration Office.

Limited partnership (Sw. kommanditbolag, KB)

Initial registration. If a KB has a legal entity of a certain size as a co-owner, a KB must appoint an accountant and submit an annual report to the Swedish Companies Registration Office.

Branch office (Sw. filial, Branch)

Initial registration, annual filing of the annual report of the foreign based company with the SCRO.

Switzerland

Stock corporation

Registration in commercial registry is required.

Taiwan

Company limited by shares

The company must apply for business registration with the tax authority after incorporation.

Closely-held company limited by shares

The CHC must apply for business registration with the tax authority after incorporation.

Limited company

The company must apply for business registration with the tax authority upon establishment.

Branch office of a foreign company

The branch office must apply for business registration with the tax authority after it is registered with the MOEA.

Thailand

Any registration related to an entity must be filed with the DBD. Financial statements must also be filed annually.

Turkey

Initial registration and annual filings are required as well as certain actions such as amendment of articles of association.

United Arab Emirates

LLC

Various documents required to be submitted to the DED, including the application form for reservation of the trade name of the company and the application form for initial license approval, the board resolutions and corporate documents of the corporate shareholder, passport copies of the individual shareholders and the officers (directors/manager and general manager).

Branch

Various documents required to be submitted to the DED, including the application form for reservation of the trade name of the branch and the application form for initial license approval, the board resolutions and corporate documents of the parent company, and the passport copies of the general manager together with a copy of his/her last UAE visa and the passport copy and Emirates ID card of the National Agent.

FZ-LLC

Various documents required to be submitted to the relevant free zone authority, including a business plan, applications for registration and licence, the board resolutions and corporate documents of the corporate shareholder, passport copies of the individual shareholders and the officers (directors and manager) and the specimen signatures of the officers.

FZ-Branch

Various documents required to be submitted to the relevant free zone authority, including a business plan, applications for registration and licence, the board resolutions and corporate documents of the parent company, passport copies of the individual shareholders and the general manager, and the specimen signatures of the general manager.

Dual Licence Branch

Various documents required to be submitted to the DED, including the no-objection letter obtained from the relevant free zone, the application form for initial licence approval, the board resolutions and corporate documents of the parent company, and a passport copy of the general manager together with a copy of his/her last UAE visa.

United Kingdom

Private limited company

No separate business registration requirements. This may vary if the company is operating in a regulated sector.

Limited liability partnership (LLP)

No separate business registration requirements. This may vary if operating in a regulated sector.

Registered UK establishment

No separate business registration requirements.

United States

C corporation

Most states require initial registration, as well as annual filings.

S corporation

Most states require initial registration, as well as annual filings.

Limited liability company (LLC)

Most states require initial registration, as well as annual filings.

Vietnam

With respect to foreign investments, initial investment registration and post-business formation registration are required. Subsequently, any change to any content of the IRC or ERC must be registered with and/or notified to the local authorities.