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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 expansion

Argentina

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.

Australia

Branch

No need to change as business expands.

Proprietary company

No need to change as business expands (but financial statement filing requirements depend on revenue, gross assets and number of employees).

Public company

No need to change as business expands.

Austria

Stock corporation (AG)

No need to change as business expands, unless any such expansion is not covered by the articles of association – in that case approval by the shareholders' meeting with a 75% majority of the votes cast.

Limited liability company (GmbH)

No need to change as business expands, unless any such expansion is not covered by the articles of association – in that case approval by the shareholders' meeting with a 75% majority of the votes cast (unless the articles of association provide for a different majority, but in no case less than 50% of the votes cast).

Bahrain

With Limited Liability (WLL)

License and memorandum of association are required to be updated. For this purpose approval from the Ministry of Industry, Commerce and Tourism (MOICT) is necessary.

Closed Shareholding Company (BSC(c))

License and memorandum of association and articles of association are required to be updated. For this purpose approval from the MOICT and Central Bank of Bahrain (if the company exercises in banking and insurance activities) are necessary.

Single Person Company (SPC)

License and articles of association are required to be updated. For this purpose approval from the MOICT is necessary. If the number of shareholder exceeds one than the SPC will convert into a WLL.

Foreign Branch (Branch)

License is required to be updated. For this purpose, approval from the MOICT is necessary.

Belgium

Public limited company (société anonyme/naamloze vennootschap)

No need to change as business expands.

Limited company (société privée à responsabilité limitée/besloten vennootschap)

No need to change as business expands.

Belgian branch office of a foreign company

No need to change as business expands.

Brazil

Limited liability company (Sociedade Limitada)

No need to change as business expands.

Corporation (Sociedade Anônima)

No need to change as business expands.

Canada

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

No need to change as business expands.

Chile

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

No need to change as business expands.

Corporation (Sociedad Anónima)

No need to change as business expands. Private corporations turn into public corporations when there are at least 500 shareholders or 10% of its capital is held by more than 100 shareholders.

Limited liability company (Sociedad de Responsabilidad Limitada)

Limited to 50 partners, if such number of partners is exceeded, transforms into a corporation or a SpA.

Limited liability partnership (Sociedad en Comandita)

No need to change as business expands.

Partnership limited by shares (Sociedades por Acciones)

The company that, for a period of 90 consecutive days, has 500 or more shareholders or at least 10% of its subscribed capital is owned by a minimum of 100 shareholders, excluding those who individually or through other natural or legal entities exceed such percentage, shall be transformed into a corporation.

China

No need to change registration as business expands unless the expansion requires increase of registered capital of an LLC or expansion of its business scope.

Colombia

General partnership (Sociedad Colectiva)

There is no legal requirement to change as business expands. If the general partnership exceeds a certain amount of assets and fulfills the characteristics described in Law 43 of 1990, then the company must designate a statutory auditor.

Limited partnership (Sociedad en Comandita Simple y por Acciones)

There is no legal requirement to change as business expands. If the limited partnership exceeds a certain amount of assets and fulfills the characteristics described in Law 43 of 1990, then the company must designate a statutory auditor.

Limited liability company (Sociedad de Responsabilidad Limitada)

There is no legal requirement to change as business expands. If the limited liability company exceeds a certain amount of assets and fulfills the characteristics described in Law 43 of 1990, then the company must designate a statutory auditor.

Corporation (Sociedad Anónima)

There is no legal requirement to change as business expands.

Simplified stock company (Sociedad por Acciones Simplificada)

There is no legal requirement to change as business expands.

Czech Republic

No need to change as business expands, unless any such expansion is not covered by articles of association. It is also possible to open up branches of a Czech entity in order to expand in Czech Republic. An autonomous branch office engages in business activities independently; a dependent branch office can make out invoices only in the name of the head office company. As a consequence, while an autonomous branch office is required to register, the dependent branch establishment does not have to be entered in the commercial register. It is only necessary for the business activity that is being practiced to be notified at the responsible trade office.

Denmark

Limited liability company (Kapitalselskab)

There is no requirement to change the form of the company as the business expands.

However, there may be several advantages in terms of flexibility, recognition, tax purposes etc. in changing the form as the business grows, and this should therefore always be considered. However, the this will always depend on the company in question.

Egypt

JSC

  • Minimum three shareholders with no maximum limit
  • No need to change as business expands
  • If number of shareholders drops below the minimum required number of persons, the entity may convert to an OPC corporation or increase the number of shareholders to not less than three natural or juridical persons

LLC

  • Minimum of 2 and maximum of 50 quota-holders
  • If number of quota-holders exceeds 50 persons, must convert to a JSC corporation or decrease the number of quota-holders to 50 persons
  • If number of quota-holders drops below the minimum required number of persons, must convert to an OPC corporation or increase the number of quota-holders to 2 persons

OPC

Used exclusively for a sole proprietor entity. The whole structure of this type of company is based on one founder. Therefore, if more than one natural or juridical person becomes a founder in an OPC, the entity must convert to an LLC or JSC as applicable.

Branch

No need to change as business expands, to the extent that the purpose remains within the scope of activities mentioned in the commercial register.

RO

Not applicable for this jurisdiction, as ROs are prohibited from engaging in commercial activity.

Finland

Osakeyhtiö (Oy)

No need to change as business expands. If securities issued by the company are listed at a regulated market, then company must change its category from private to public.

France

Société par actions simplifiée (SAS)

No need to change as business expands.

Société à responsabilité limitée (SARL)

Number of shareholders limited to 100 people.

Société anonyme (SA)

No need to change as business expands.

Germany

GmbH – limited liability company

No need to change as business expands. It is also possible to open up branches of a German entity in order to expand in Germany. There are two groups:

  • Independent branch (selbständige Zweigniederlassung)
  • Dependent office/site (unselbständige Zweigniederlassung)

The main distinctive feature is the dependency on the head office company. Whereas the independent branch engages in business activities independently (i.e., a spatial and organizational separation, independent participation in the course of business, own management with the required proxies, separate accounting and separate business assets), the dependent office/site can make out invoices only in the name of the head office company. As a consequence, while the independent branch is required to register, the dependent office/site establishment does not have to be entered in the commercial register. It is only necessary for the business activity that is being practiced to be notified at the responsible trade office (Gewerbe-/Ordnungsamt). Both groups are not separate legal entities.

Greece

Societe anonyme (S.A.)

Not applicable for this jurisdiction.

Limited liability company (L.T.D.)

There is no need for changes as the business expands. It can be converted to societe anonyme if decided by the partners' meeting.

Private company (P.C.)

There is no need for changes as the business expands. It can be converted to societe anonyme if decided by the partners' meeting.

Hong Kong

Limited private companies

Usually there is no need to change the Articles of Association as business expands, unless the business scope is clearly stated in the Articles. There may be a need to change the business scope in the Business Registration Certificate.

Hungary

No need to change as business expands

India

Private limited company

No need to change as business expands. Can be easily converted into a public company at any time if required.

Indonesia

Limited liability company

No need to change, although a PMA company business expansion may need the OSS agency, BKPM or other government institution's approval.

Ireland

Private company limited by shares (LTD)

No general requirements.

 

External company

No general requirements.

Israel

Company

No need to change as business expands.

Branch / representative office

No need to change as business expands. However, as the business expands, it may make sense to incorporate a local subsidiary instead of the representative office.

Italy

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

If a S.r.l. expands beyond a certain point (please refer to the Auditing body topic under Board of director meeting requirements) the company must appoint a board of statutory auditors or a sole auditor or an external auditor.

Japan

Registered branch

If the scope of business purpose is expanded, filing the changes with the Legal Affairs Bureau is required.

Kabushiki-Kaisha (KK)

If the scope of business purpose is expanded, the articles of incorporation need to be amended by a special resolution of a general meeting of shareholders, which normally requires presence of a majority of shareholders, and an approval of two thirds or more of votes. Also, filing such changes with the Legal Affairs Bureau is required.

Godo-Kaisha (GK)

If the scope of business purpose is expanded, the Articles of Incorporation need to be amended by a majority vote of its members, and filing such changes with the Legal Affairs Bureau is required.

Luxembourg

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

As long as there are no more than 100 shareholders and that the company is not to be listed, there is no need to change as business expand, as long as the activities are included in its corporate object.

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

No need to change as business expands, to the extent that the activities remain within the corporate object of the limited liability company.

Special limited partnership (Société en commandite spéciale or SCSp)

No need to change as business expands, to the extent that the activities remain within the corporate object of the SCSp.

Malaysia

If number of shareholders of a private limited company exceeds 50, it must be converted to a public company.

Mexico

S.A. de C.V.

No need to change as business expands (unless the business expansion entails a change in its organizational documents).

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

No need to change as business expands (unless the business expansion entails a change in its organization documents).

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

No need to change as business expands (unless the business expansion entails a change in its organizational documents).

Netherlands

Branch office

No need to change as business expands.

B.V. (private company with limited liability)

No need to change as business expands.

Co-operative U.A.

No need to change as business expands.

C.V. (a limited partnership)

No need to change as business expands.

New Zealand

Limited liability company

No need to change as business expands but if company exceeds 50 shareholders and 50 shareholder parcels, or is listed on NZX, it will be subject to the Takeovers Code.

Branch

No need to change as business expands.

Norway

No need to change form of entity as business expands.

Philippines

Generally not applicable. Exception is a subsidiary where Articles of Incorporation must be amended and filed with the SEC when authorized capital stock is increased.

Poland

There is no need to change the form as the business expands. Poland-based entities may expand by means of domestic branches and representative offices.

Portugal

Not applicable for this jurisdiction.

Puerto Rico

Corporations

No need to change as business expands.

Limited Liability Companies

No need to change as business expands.

Romania

Joint stock company (JSC) 

No need to change as business expands. However, secondary offices may need to be opened.

Limited liability company (LLC)

No need to change as business expands. However, secondary offices may need to be opened. If the number of shareholders becomes higher than 50, the LLC must  convert to a JSC.

Russia

Joint-stock company (public and non-public)

Public joint-stock company and non-public joint-stock companies – no need to change as business expands.

Limited liability company

If the company intends to enter the stock market or when the number of members exceeds 50 it should be converted to a joint-stock company.

Saudi Arabia

Limited liability company

An LLC cannot have more than 50 shareholders, in which case it will have to be converted into a joint-stock company.

Singapore

Limited liability company 

No need to change as business expands although we recommend that the company updates the Singapore Standard Industrial Classification (SSIC) code of the company with the ACRA if there is a change in the company's business activities. This will ensure that the business activities of the company is updated accordingly with the ACRA.

South Africa

Entities are able to pursue their own business expansion strategies.

South Korea

Joint-stock company (Jusik Hoesa)

Required to amend articles of incorporation (addition of new business objectives) and make court registration thereof.

Limited company (Yuhan Hoesa)

Required to amend articles of incorporation (addition of new business objectives) and make court registration thereof.

Spain

Branch (Sucursal)

No need to change as business expands, except for certain special cases such as listing on a stock market.

Limited liability company (Sociedad Limitada)

No need to change as business expands, except for certain special cases such as listing on a stock market, banking activities etc.

Joint-stock company (Sociedad Anónima)

No need to change as business expands.

Sweden

Limited company (Sw. aktiebolag, AB)

No need to change as business expands. An AB can change category from private to public.

Trading partnership (Sw. handelsbolag, HB)

No need to change as business expands. Additional filing requirements increase if an HB has a legal entity of a certain size.

Limited partnership (Sw. kommanditbolag, KB)

No need to change as business expands. Additional filing requirements increase if a KB has a legal entity of a certain size.

Branch office (Sw. filial, Branch)

In general, no need to change as business expands.

Switzerland

Stock corporation

No need to change as business expands.

Taiwan

Company limited by shares

Generally, an application to the MOEA for amending its company registration to expand its scope of business is required.

Closely-held company limited by shares

Generally, an application to the MOEA for amending its company registration to expand its scope of business is required.

Limited company

Generally, an application to the MOEA for amending its company registration to expand its scope of business is required.

Branch office of a foreign company

Generally, an application to the MOEA for amending the branch registration to expand its scope of business is required.

Thailand

Not applicable for this jurisdiction.

Turkey

Joint-stock company (JSC)

No need to change as business expands.

Limited liability company (LLC)

If the number of shareholders exceeds 50, either the shareholder number must be decreased back 50 or the company must be converted to a JSC.

United Arab Emirates

LLC

License and memorandum of association are required to be updated. For this purpose approval from the DED and possibly other competent authorities will be necessary.

Branch

License is  required to be updated. For this purpose, approval from the DED is necessary.

FZ-LLC

License required to be updated. For this purpose approval from the DCC is necessary.

FZ-Branch

Same as FZ-LLC.

Dual Licence Branch

Licence is required to be updated. For this purpose approval from the DED and relevant free zone authority will necessary and also the relevant free zone authority.

United Kingdom

Private limited company

No requirement to change the corporate structure or the company registration as the business expands unless it wants to raise finance from the public, in which case it can re-register as a public limited company.

Limited liability partnership (LLP)

Requirements governed by LLP Agreement.

Registered UK establishment

No requirement to change as business expands.

United States

C corporation

No need to change as business expands.

S corporation

If the number of shareholders exceeds 100, must convert to a C corporation. Many institutional investors will require that an S corporation convert into a C corporation before investing, though conversion is simply with a single tax form.

Limited liability company (LLC)

No need to change as business expands. However, many institutional investors will require an LLC to convert to a corporation before investing.

Vietnam

If business expansion results in changes to any content of the IRC or ERC, relevant registration with and/or notification to the local authorities must be made.

In the case of the 1M-LLC, if more members are offered to make their contribution to the charter capital, it must then be converted into either a 2M-LLC or a JSC.