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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

Exit strategy

Argentina

Any corporate type shall file dissolution documents with the Public Registry.

Australia

Branch

Cessation – within seven days after ceasing to carry on business in Australia, a registered foreign company must lodge written notice that it has so ceased.

Dissolution of foreign company – if ASIC receives notice from a local agent of a registered foreign company that the foreign company has been dissolved or deregistered in its place of incorporation, ASIC must remove the foreign company's name from the register.

Proprietary company

Deregistration – if there are no liabilities and minimal assets. Application to deregister is lodged with ASIC.

Liquidation – if there are insolvent or significant assets or liabilities to be dealt with. A formal process involving the appointment of a liquidator, providing proof of debts, realizing assets, paying creditors and distributing any surplus to shareholders.

Public company

Deregistration – if there are no liabilities and minimal assets. Application to deregister is lodged with ASIC.

Liquidation – if there are insolvent or significant assets or liabilities to be dealt with. A formal process involving the appointment of a liquidator, providing proof of debts, realizing assets, paying creditors and distributing any surplus to shareholders.

Austria

Stock corporation (AG)

Sell shares or a resolution on dissolution which is passed by the shareholders' meeting.

Limited liability company (GmbH)

Sell shares or a resolution on dissolution is passed by the shareholders' meeting.

Bahrain

With Limited Liability (WLL)

Internal procedures to be followed such as shareholder approvals and undertakings that the company has met its debts and obligations. The dissolution must be registered with the Commercial Register at the Ministry of Industry, Commerce and Tourism (MOICT) and published in one of the local daily newspapers in the Arabic language.

Closed Shareholding Company (BSC(c))

Internal procedures to be followed such as shareholder approvals and undertakings that the company has met its debts and obligations. The dissolution must be registered with the Commercial Register at the MOICT and published in one of the local daily newspapers in the Arabic language.

Single Person Company (SPC)

Internal procedures to be followed such as shareholder approvals and undertakings that the company has met its debts and obligations. The dissolution must be registered with the Commercial Register at the MOICT and published in one of the local daily newspapers in the Arabic language.

Foreign Branch (Branch)

Internal procedures to be followed such as shareholder approvals and undertakings that the company has met its debts and obligations. The dissolution must be registered with the Commercial Register at the MOICT and published in one of the local daily newspapers in the Arabic language.

Belgium

Public limited company (société anonyme/naamloze vennootschap)

Voluntary dissolution with immediate closure of the liquidation:

  • Statement of assets and liabilities, which may not be older than three months on the date the extraordinary shareholders' meeting deciding to dissolve and immediately close the liquidation, is held
  • Special report of the management body on the proposal to dissolve and immediately close the liquidation. The statement of assets and liabilities has to be attached to the special report
  • Meeting of the management body:
    • Approving the statement of assets and liabilities and the special report
    • Giving the statutory auditor the task to draft a report on the statement of assets and liabilities
    • Convening an extraordinary shareholders meeting
    • Waiving the convocation periods and formalities to this extraordinary shareholders' meeting
  • Special report of the statutory auditor
  • Extraordinary shareholders' meeting held in the presence of a notary public, deciding to dissolve and immediately close the liquidation

Limited company (société à responsabilité limitée/besloten vennootschap)

Voluntary dissolution with immediate closure of the liquidation:

  • Statement of assets and liabilities, which may not be older than three months on the date the extraordinary shareholders' meeting deciding to dissolve and immediately close the liquidation, is held
  • Special report of the management body on the proposal to dissolve and immediately close the liquidation. The statement of assets and liabilities has to be attached to the special report
  • Meeting of the management body:
    • Approving the statement of assets and liabilities and the special report
    • Giving the statutory auditor the task to draft a report on the statement of assets and liabilities
    • Convening an extraordinary shareholders meeting
    • Waiving the convocation periods and formalities to this extraordinary shareholders' meeting
  • Special report of the statutory auditor
  • Extraordinary shareholders' meeting held in the presence of a notary public, deciding to dissolve and immediately close the liquidation

Belgian branch office of a foreign company

The competent corporate body of the foreign company may decide to close the Belgian branch office.

Brazil

Limited liability company (Sociedade Limitada)

Once the dissolution occurs, by virtue of, among other events, approval of all quotaholders, a liquidator shall be appointed in order to manage the Company during the liquidation period. The liquidation procedures shall be in accordance with the provisions of the articles of organization.

In addition, a dissenting quotaholder has the right to, in certain cases expressly set forth in the Brazilian Civil Code, request the partial dissolution of the company and withdraw from it.

The quotaholders may also establish, by means of the execution of a quotaholders' agreement, some exit strategies such as tag and/or drag along rights, put option right, redemption of quotas or other exit alternatives.

Corporation (Sociedade Anônima)

File dissolution documents with the appropriate commercial registry. Shareholders shall observe the procedures established in the bylaws and in the applicable law regarding the liquidation of the corporation.

The shareholders may also establish, by means of the execution of a shareholders' agreement, some exit strategies such as tag and/or drag along rights, put option right, redemption of shares or other exit alternatives.

Canada

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

File dissolution documents with the appropriate federal, provincial or territorial government authority, as the case may be.

Chile

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

Dissolution documents and final balance sheet are filed with the Tax Authority and Registry of Commerce.

Corporation (Sociedad Anónima)

Dissolution documents and final balance sheet are filed with the Tax Authority and Registry of Commerce.

Limited liability company (Sociedad de Responsabilidad Limitada)

Dissolution documents and final balance sheet are filed with the Tax Authority and Registry of Commerce.

Limited liability partnership (Sociedad en Comandita)

Dissolution documents and the final balance sheet are filed with the Tax Authority and Registry of Commerce.

Partnership limited by shares (Sociedades por Acciones)

Dissolution documents and final balance sheet are filed with the Tax Authority and Registry of Commerce.

China

File application for liquidation/early termination/equity transfer with the commerce authority for approval if the underlying business is on the negative list. Otherwise, a recordal with the commerce authority would suffice. Then apply for deregistration or registration with various government authorities as applicable.

Colombia

General partnership (Sociedad Colectiva)

Aside from the general causes of dissolution applicable for every company in Colombia, the dissolution causes specific to a general partnership are: 

  • One of the partners dies and there is no legal heir
  • Legal incapacity of one of the partners, unless their agent is authorized to represent partner's interests in the company
  • Bankruptcy of a partner and no assignment of their participation in the company
  • Forceful assignment of participation of a partner to a third person if the rest of the partners do not accept such situation
  • Resignation of one of the partners, if the rest of the partners do not acquire such partner's participation

Limited partnership (Sociedad en Comandita Simple y por Acciones)

Aside from the general causes of dissolution applicable for every company in Colombia, the dissolution causes specific to a limited partnership are: 

  • Managing partner dies and has no legal heir
  • Legal incapacity of the managing partner, unless his or her agent is authorized to represent partner's interests in the company
  • Bankruptcy of the managing partner and no assignment of their participation in the company occurs, forceful assignment of participation of the managing partner to a third person if the rest of the partners do not accept such situation, and the resignation of the managing partner, if the rest of the partners do not acquire such partner's participation. Also, when either one of the two types of partners disappear or, in the case of a share limited partnership, when the patrimony is less than half of the subscribed capital. 

Limited liability company (Sociedad de Responsabilidad Limitada)

Aside from the general causes of dissolution applicable for every company in Colombia, the dissolution cause specific to a limited liability company is when the patrimony is less than half of the subscribed capital.

Corporation (Sociedad Anónima)

Aside from the general causes of dissolution applicable for every company in Colombia, the dissolution causes specific to a Corporation are, when the patrimony is less than half of the subscribed capital or when 95% of the company's shares belong to the same shareholder.

Simplified stock company (Sociedad por Acciones Simplificada)

Only the general causes of dissolution applicable for every company in Colombia are applicable to the simplified stock company, these are: expiration of the term of the company, the impossibility to carry out the company's objective, and because of the decision of the shareholders or national authority.

Czech Republic

Sale of shares, a resolution on dissolution which is passed by the shareholders, exit by a shareholder upon disapproval with certain adopted decision of a general meeting, agreement with other shareholders. A dissolution resolution by shareholders starts the liquidation proceedings. The liquidation process takes at least six months. At the end of the liquidation process, there is the ending and deletion of the company in the commercial register.

Denmark

Limited liability company (Kapitalselskab)

If the shareholders wish to dissolve a solvent company, this is by default done by a resolution which must be adopted by the general meeting. After this, a liquidator must be appointed. The final dissolution must be registered by the Danish Business Authority.

The company can also be dissolved by declaration rather than liquidation, which is a more expedient process. However, this is only when the limited liability company has paid all its creditors, and it entails that the shareholder(s) will be held liable for all debts, whether due or not and whether disputed or not, that were existing at the date of the declaration.

Further, a company can be dissolved by a merger where one company integrates another or where both companies combine to make one new company. By contrast, the general meeting of a limited company can also decide to split up the company and thereby transfer assets and debts collectively to other existing or new companies.

Finally, the shareholders can decide to convert a public limited company into a private limited company or a limited partnership company – and the other way around. The managing body must ensure that all regulations of the new form of entity is complied with after such conversion. 

Egypt

Corporations

Shareholders'/quota-holders'/founder's meeting approval (ie, the general assembly resolution) or court decision on dissolution and winding up an entity. Liquidator(s) will be assigned to run the liquidation process.

Branch

Parent company must submit a declaration to GAFI together with other required documents, stating its decision to close a local branch.

RO

Parent company must submit a declaration to GAFI together with other required documents, stating its decision to close the RO.

A new comprehensive bankruptcy code has been adopted and implemented that codifies and organizes the liquidation process of an entity incorporated in the Arab Republic of Egypt. 

Finland

Osakeyhtiö (Oy)

File dissolution documents with the Trade Register.

France

Société par actions simplifiée (SAS)

File dissolution and liquidation documents with the Registry of Commerce and Companies (RCS).

Société à responsabilité limitée (SARL)

File dissolution and liquidation documents with the Registry of Commerce and Companies (RCS).

Société anonyme (SA)

File dissolution and liquidation documents with the Registry of Commerce and Companies (RCS).

Germany

GmbH – limited liability company

The dissolution resolution by the shareholders starts the liquidation proceedings. The liquidation process takes at least one year. At the end of the liquidation process there is the ending and deletion of the company in the commercial register.

Greece

Societe anonyme (S.A.)

A societe anonyme can be dissolved either by decision of the shareholders or by court decision. The dissolution of the company is registered with the General Commercial Registry. Liquidation of the company follows. 

Limited liability company (L.T.D.)

A limited liability company can be dissolved either by decision of the general partner's meeting or by court decision. The dissolution of the company is registered with the General Commercial Registry. Liquidation of the company follows. 

Private company (P.C.)

A private company can be dissolved by decision of the general partner's meeting. The dissolution of the company is registered with the General Commercial Registry. Liquidation of the company follows.

Hong Kong

Limited private companies

Exit usually takes place by:

  • Voluntary winding-up of company
  • Sale of shares, or
  • Sale of assets

Hungary

Corporate entities must conduct dissolution procedure (végelszámolás) to liquidate their assets and to settle their debts. Dissolution documentation must be filed with the Court of Registration after completion of a procedure. Tax authority usually conducts an audit of final tax returns.

India

Private limited company

Cease operations; file closure documents with ROC.

Indonesia

Limited liability company

An Indonesian company may be dissolved by being wound up (voluntary dissolution and liquidation) or under a court order.

Ireland

Private company limited by shares (LTD)

Dissolution can be achieved by way of voluntary liquidation or strike-off procedure. It is also possible to merge a LTD with:

  • One or more other Irish companies under Irish domestic legislation or
  • Another limited company registered under the laws of a state of the European Economic Area under Ireland's cross border merger regulations

 

External company

Notice of closure of the branch (Form F14) must be filed with the CRO within 30 days of the branch ceasing to exist, for example, on the liquidation of the company in the jurisdiction of incorporation.

 

Israel

Company

Voluntary liquidation is generally preformed vis-à-vis the Registrar of Companies. Involuntary liquidation will generally require the involvement of the court and/or the Official Receiver.

Branch / representative office

Not applicable.

Italy

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

The limited liability company dissolves:

  1. For the expiration of the company's term
  2. For the achievement of the corporate purpose or for the occurred impossibility to achieve it, unless the quotaholder's meeting, called with no delay, does not resolve upon the relevant by-laws amendments
  3. For the impossibility to operate or for the continuous inactivity of the quotaholder's meeting
  4. For the decrease in the corporate capital below the legal minimum required, unless what is provided by Articles 2447 and 2482-ter of Italian Civil Code
  5. In cases foreseen by Articles 2437- quater and 2473
  6. In case the quotaholder's meeting resolves so
  7. For the other causes provided in the by-laws or the deed of incorporation

The effects of dissolution are determined at the date of registration, at the Companies' Register, of the declaration by which the directors of the company ascertain the causes of dissolution (with reference to the case described under number 6 above, at the date in which the relevant minutes will be filed with the companies' register).

Società per azioni (S.p.A.)

The joint stock company dissolves:

  1. For the expiration of the company's term
  2. For the achievement of the corporate purpose or for the occurred impossibility to achieve it, unless the shareholder's meeting, called with no delay, does not resolve upon the relevant by-laws amendments
  3. For the impossibility to operate or for the continuous inactivity of the shareholder's meeting
  4. For the decrease in the share capital below the legal minimum required, unless what is provided by Articles 2447 and 2482-ter of Italian Civil Code
  5. In cases foreseen by Articles 2437- quater and 2473
  6. In case the shareholder's meeting resolves so
  7. For the other causes provided in the by-laws or the deed of incorporation

The effects of dissolution are determined at the date of registration, at the Companies' Register, of the declaration by which the directors of the company ascertain the causes of dissolution (with reference to the case described under number 6 above, at the date in which the relevant minutes will be filed with the companies' register).

Japan

Registered branch

If all of the representatives in Japan have resigned, a branch office can be closed.

Kabushiki-Kaisha (KK)

Dissolution will be approved 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. A liquidator must perform the liquidation tasks. Dissolution and completion of liquidation are filed with the Legal Affairs Bureau.

Godo-Kaisha (GK)

Dissolution will be approved by all members, and a liquidator will perform liquidation tasks. Dissolution and completion of liquidation are filed with the Legal Affairs Bureau.

Luxembourg

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

An S.à r.l. may be dissolved and liquidated upon a decision of its shareholders. The dissolution documents are to be filed with the Luxembourg Register of Commerce and Companies and published in the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations).

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

Specific exit strategies for the shareholders’ may be included in the articles of association or a possible shareholders’ agreement between the shareholders. In addition, an S.A. can also be dissolved and liquidated by following the dissolution and liquidation procedure. An S.A. may be dissolved and liquidated upon a decision of its shareholders. The dissolution documents are to be filed with the Luxembourg Register of Commerce and Companies and published in the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations).

Special limited partnership (Société en commandite spéciale or SCSp)

Specific exit strategies for the partners may be included in the limited partnership agreement.

Malaysia

There are 4 types:

  • Shareholders' voluntary winding up – the company is solvent, but the shareholders of the company decide to wind up the company
  • Creditors' voluntary winding up – the company is insolvent, and the creditors choose to wind up the company to realize the company's assets
  • Compulsory winding up by the court of Malaysia – the court finds that a particular company is unable to pay its debts
  • Striking off by the Companies Commission of Malaysia – the Companies Commission of Malaysia can strike off a company if such company is not carrying on a business or has contravened with the Companies Act 2016 or is being used for unlawful purpose or the company has been wound up

Mexico

S.A. de C.V.

Dissolution and winding up shall be approved by the shareholders meeting. Generally it is a long and complex process.

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

Dissolution and winding up shall be approved by the partners meeting. Generally is long and complex process.

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

Dissolution and winding up shall be approved by the shareholders meeting. Generally it is a long and complex process.

Netherlands

Branch office

File de-registration form with the Dutch Trade Register pursuant to a resolution of (the appropriate corporate body under the governing law of) the head office to terminate the branch office and the Dutch activities have been terminated.

B.V. (private company with limited liability)

File dissolution documents with the Dutch Trade Register after completing voluntary liquidation procedure (including a mandatory two-month waiting period in which creditors can file opposition against liquidation accounts).

Co-operative U.A.

File dissolution documents with the Dutch Trade Register after completing voluntary liquidation procedure (including a mandatory two-month waiting period in which creditors can file opposition against liquidation accounts).

C.V. (a limited partnership)

File dissolution documents with the Dutch Trade Register after completing liquidation requirements as may be included in the partnership agreement.

New Zealand

Limited liability company

Removal from the register – if there are no liabilities and no assets, and there are no outstanding filings due to the Inland Revenue (IR), it is possible to apply for a limited liability company to be removed from the register. The application will need to be accompanied by a letter from the IR confirming that it has no objection to the company's removal. 

Liquidation – if there are insolvent or significant assets or liabilities to be dealt with. A formal process involving the appointment of a liquidator, providing proof of debts, realizing assets, paying creditors and distributing any surplus to shareholders.

Branch

If a branch intends to cease to carry on business in New Zealand, it must give public notice in a local paper and in the Gazette. Three months after the public notice has been given, it can apply to be deregistered from the Companies Office. 

Norway

Private LLCs

Resolution by the general meeting to dissolve the company is filed with the NRBE. Following a mandatory six weeks' creditor notice period, the final dissolution documents are filed with the NRBE.

Public LLCs

Resolution by the general meeting to dissolve the company is filed with the NRBE. Following a mandatory six weeks' creditor notice period, the final dissolution documents are filed with the NRBE.

Partnerships with liability

Resolution by a partnership meeting to dissolve a partnership is filed with the NRBE. Following a mandatory six weeks' creditor notice period, final dissolution documents are filed with the NRBE.

Philippines

Subsidiary

A voluntary dissolution may be effected by amending the articles of incorporation to shorten the corporate term. This requires a majority vote of the board of directors ratified by stockholders owning at least 2/3 of the outstanding capital stock. Company is deemed dissolved upon approval of the amended articles of incorporation by the SEC.

A company may choose to dissolve prior to the expiration of its term. A voluntary dissolution where no creditors are affected may be effected by a majority vote of the board of directors and by a resolution duly adopted by the affirmative vote of the stockholders owning at least 2/3 of the outstanding capital stock. A notice of stockholders' meeting is required to be published for 3 consecutive weeks in a newspaper published in a location where the principal office of a company is located. In case none is available, then in a newspaper of general circulation. The application for dissolution must be submitted to the SEC.

Voluntary dissolution where creditors are affected: file Petition for Dissolution with the SEC.

File necessary documents with other government agencies where the subsidiaries hold permits/registrations.

Partnership

File Articles of Dissolution or Affidavit of Dissolution with the SEC, and cancellation of local business permit, BIR registration, including registrations with other applicable government agencies such as Social Security System, Philippine Health Insurance Corporation and Home Development and Mutual Fund.

All other entity types

File a Petition for Withdrawal of License with the SEC, cancellation of business permit from the local government and cancellation of BIR registration, including registrations with other applicable government agencies such as Social Security System, Philippine Health Insurance Corporation and Home Development and Mutual Fund.

 

 

 

Poland

With respect to commercial companies, partnerships and branches, liquidation proceedings are initiated by the shareholders/partners adopting a dissolution resolution. The liquidation process, aimed at settling any outstanding debts of the company and distributing its remaining assets, usually takes at least six months from the registration of the dissolution resolution; in more complex cases, it can take more than one year. At the end of the liquidation process, when interests of creditors have been secured, the company or partnership is dissolved and deleted from the business register.  This does not apply to branches which may be deregistered on the basis of the resolution without conducting the liquidation process.

With respect to partnerships (except limited joint-stock partnerships), if partners reach a unanimous agreement, the partnership can be deleted from the business register without going through a liquidation process.

Portugal

Winding-up and liquidation documents must be filed with the Commercial Registration Department.

Puerto Rico

Corporations

File dissolution documents with the Secretary of State. Liquidation will entail filings and certain disclosures with the Puerto Rico Treasury Department.

Limited Liability Companies

File dissolution documents with the Secretary of State. Liquidation will entail filings and certain disclosures with the Puerto Rico Treasury Department.

Romania

File dissolution documents with the appropriate Trade Registry.

Russia

Joint-stock company (public and non-public)

Complicated, bureaucratic and usually a lengthy procedure (from 4 months up to a few years), requiring filing of a set of documents with the appropriate registration authority, publication of the information on liquidation in the media, settlements with creditors and reconciliation with the tax authorities.

Limited liability company

Complicated, bureaucratic and usually a lengthy procedure (from 4 months up to a few years) requiring filing of a set of documents with the appropriate registration authority, publication of the information on liquidation in the media, settlements with creditors and reconciliation with the tax authorities.

Saudi Arabia

Limited liability company

Appointment of a liquidator either from shareholders or third parties to carryout dissolution.

Singapore

Limited liability company 

A Singapore company may be dissolved by striking off, winding up compulsorily by the courts or voluntarily by its members or creditors.

South Africa

Private and public companies

Private and public companies can be deregistered by the CIPC either by way of its own application, or through the request from a third party when a company has:

  • Ceased to carry on business and
  • Has no assests or, because of the inadequacy of its assests, there is no reasonable probability of the company being liquidated

At least 50% of the directors of a company requesting its own deregistration must sign the request letter.

If the company's annual returns are outstanding for more than two successive years or if the CIPC believes that the company has been inactive for seven years deregistration it would, upon request of a third party or a company which did not meet the 50% directors support threshold deregister the company.

The company would also have to provide a tax certificate to prove that it does not have any outstanding tax liabilities.

External company

An external company is not considered to be a company under the Companies Act and therefore cannot apply to CIPC for deregistration. To deregister an external company an application may be made to the Companies Tribunal. Upon receipt of an application, a member of the Tribunal is empowered to make an "administrative order that is appropriate and reasonable in the circumstances."

South Korea

Joint-stock company (Jusik Hoesa)

Comply with certain statutorily required dissolution procedures; file dissolution documents with the court.

Limited company (Yuhan Hoesa)

Comply with certain statutorily required dissolution procedures; file dissolution documents with the court.

Spain

Branch (Sucursal)

File liquidation documents in the Commercial Registry.

Limited liability company (Sociedad Limitada)

File liquidation documents in the Commercial Registry.

Joint-stock company (Sociedad Anónima)

File liquidation documents in the Commercial Registry.

Sweden

Limited company (Sw. aktiebolag, AB)

File dissolution documents with the SCRO.

Trading partnership (Sw. handelsbolag, HB)

File dissolution documents with the SCRO and the Swedish Tax Agency. Filing of dissolution documents must be conducted by all partners. In addition, all partners must agree to end an HB in order to effectuate the dissolution.

Limited partnership (Sw. kommanditbolag, KB)

File dissolution documents with the SCRO and the Swedish Tax Agency. Filing of dissolution documents must be conducted by all partners. In addition, all partners must agree to end a KB in order to effectuate the dissolution.

Branch office (Sw. filial, Branch)

A deregistration of a branch must be reported to the SCRO. A deregistration is free of charge and can be filed by the managing director or an authorized representative of a foreign company. 

Switzerland

Stock corporation

Where the corporation is dissolved for reasons other than insolvency or a court judgment, the general meeting of shareholders passes a resolution; the board of directors subsequently notifies the dissolution for entry in the commercial register.

Taiwan

File dissolution documents with the MOEA and complete the liquidation process.

Thailand

File dissolution documents with the DBD.

Turkey

Must start a liquidation process and register it with the relevant Trade Registry.

United Arab Emirates

LLC

Internal procedures to be followed such as shareholder approvals and undertakings that the company has met its debts and obligations. The dissolution must be registered with the commercial register and published in two local daily newspapers in the Arabic language. An auditing firm registered in the UAE should be appointed to act as the liquidator of the company and instructed to prepare the liquidation report.

Branch

Internal procedures to be followed such as  passing board resolutions of the parent company and undertakings that the branch has met its debts and obligations. The dissolution must be registered with the commercial register and published in two local daily newspapers in the Arabic language. 

FZ-LLC

Same as LLC.

FZ-Branch

Same as Branch.

Dual Licence Branch

Same as Branch.

United Kingdom

Private limited company

Voluntary strike-off (commonly used where assets and liabilities are negligible) or liquidation.

Limited liability partnership (LLP)

Requirements governed by LLP Agreement.

Registered UK establishment

A UK establishment can be closed by giving notice to Companies House.

United States

C corporation

File dissolution documents with the appropriate Secretary of State.

S corporation

File dissolution documents with the appropriate Secretary of State.

Limited liability company (LLC)

File dissolution documents with the appropriate Secretary of State.

Vietnam

With respect to foreign investment, application for termination of an investment project must first be made with the investment registration authority. Then, the dissolution of the company is conducted with the enterprise registration authority. It is noted that tax finalization is the key for obtaining the final decision of dissolution of any enterprise in Vietnam.