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  • Form of entity

    Corporation (Sociedad Anónima or SA)

    Separate and distinct legal entity. Admits a minimum of 2 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 1 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 1 or more shareholders. Managed by a board of directors who are elected by the stockholders. 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 two members and a maximum of fifty. 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 with no maximum number (at least three directors and one alternative director in case the company's capital stock exceeds ARS50 million). Directors shall last between one and three years in office, as provided in the bylaws. They may be re-elected. 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 ARS50 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 percent must be paid up front, 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 with no maximum number (at least three directors and one alternative director in case the company's capital stock exceeds ARS50 million). Directors shall last between one and three years in office, as provided in the bylaws. They may be re-elected. 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 must 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 percent needs to be paid up front, 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 may 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 ARS50 million (at least one regular and one alternate member)
    • Typical charter document: bylaws
    • Corporate books: manager and quotaholders’ meeting minutes.
    • Should cash be paid out as consideration for the stock: only 25 percent must be paid up front, 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 ARS100,000.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Minimum capital of SAU is ARS100,000.

    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 February 2022: ARS66,000).

    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 may 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 may 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, the board's liability depends on the individual performance of each manager.

  • Tax presence

    Sociedad Anónima (Corporation) and SRL (LLC)

    An SA, 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 SA 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. An "urgent" registration process may be followed to obtain the company's registration and its tax ID within 20 business days, 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. An "urgent" registration process may be followed to obtain the company's registration and its tax ID within 20 business days, 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 20 business days 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 20 business days, 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 corporate type was introduced in Argentina in August 2016 pursuant the Argentine Civil and Commercial Code modification and is beginning to be used. Well regarded and widely used.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    This corporate type aims to be a more agile and economic alternative, both in its incorporation and in administration and management. Its incorporation and development are required to be entirely in digital form. However, some provinces or jurisdictions have restored the use of digital corporate documents for this type of company.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Well regarded and widely used. This is the type of company is usually preferred by foreign shareholders due to tax purposes.

  • Shareholder meeting requirements

    Corporation (Sociedad Anónima or SA)

    Required to hold an annual meeting of shareholders to approve the financial statements of the company.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Required to hold an annual meeting of shareholders to approve financial statements of the company.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Required to hold an annual meeting of shareholders to approve financial statements of the company.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Required to hold an 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 3 months.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Periodical meetings of the board are not required.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Periodical meetings of the board are not required.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Periodical meetings of managers are not required.

  • 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 (ie, 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 (ie, 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, as well as annual digital filings (ie. Financial statements of the Company before the Public Registry and the Tax Authority). Every appointment or resignation of directors, change 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 ARS50 million shall file their annual financial statements with the Public Registry. However, all SRLs must file their financial 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 1, 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-shareholder corporations must pay annual fee to the Public Registry.

  • Director / officer requirements

    Not applicable for this jurisdiction.

    For more information on directors’ duties, see our Global Guide to Directors’ Duties.
  • 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 may 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 must be Argentinean residents.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Majority of the members of the board must be Argentinean residents.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    At least 1 director must 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 must 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)

    • 2 or more shareholders
    • Board of directors, which must have at least 1 member with no maximum number requirement (at least 3 directors and 1 alternative director in case the company's capital stock exceeds ARS50 million)

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    • 1 shareholder
    • Board of directors, which must have at least 1 member with no maximum number requirement (at least 3 directors and 1 alternative director in case the company's capital stock exceeds ARS50 million)

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    • 1 or more shareholders
    • The managers must be individuals, who may be appointed for an indefinite period

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    • 2 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 2 or more shareholders.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Only 1 shareholder is admitted.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    At least 1 shareholder.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    At least 1 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 may 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 percent of the voting shares, unless the articles provide for a higher quorum. If quorum is not reached, the meeting may be held at a second call. In this case, the meeting is duly constituted with the presence of shareholders representing 30 percent 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 1 shareholder of the company is present.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Meetings may be held physically or through digital means (ie, 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, the meeting may 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 percent of voting shares, unless articles provide for a higher quorum. If quorum is not reached, a meeting may be held at a second call. In this case, the meeting is duly constituted with the presence of members representing 30 percent 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 must 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 may 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 the 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 the 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 the 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 the 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

Annual corporate maintenance requirements

Argentina

Corporations and single-shareholder corporations must pay annual fee to the Public Registry.

Australia

Branch

Once the foreign company is registered, it is required to lodge the following with ASIC at least once every calendar year and at intervals of not more than 15 months:

  • A copy of its balance sheet, profit and loss statement, and cash flow statement
  • Any other documents it is required by law to lodge in its country of origin and
  • Payment of the ASIC the prescribed lodgment fee.

Changes to directors of the foreign company must be notified as they occur.

Proprietary company

A proprietary company must confirm its corporate details and pay a review fee to ASIC each year. Depending on whether it qualifies as a "large proprietary company" (determined by reference to revenue, gross assets and number of employees), financial statements may need to be filed each year. The accounting requirements imposed on a proprietary company under the Corporations Act depend on whether the company is classified as a "small proprietary company" or a "large proprietary company." Unless granted relief from ASIC, large proprietary companies are required to prepare an annual financial report which must be audited. A company is classified as a large proprietary company for a particular financial year if it satisfies at least 2 of the following tests:

  • Consolidated revenue of the company and the entities it controls is AUD50 million or more for the financial year
  • Value of the gross assets of the company and the entities it controls is AUD25 million or more at the end of the financial year and
  • The company and the entities it controls have 100 or more employees at the end of the financial year.

Public company

A company must confirm its corporate details and pay a review fee to ASIC each year. An annual financial report must be prepared and audited.

Austria

Stock corporation (AG)

Annual shareholders' meeting and at least 4 meetings of the supervisory board (at least each calendar quarter).

Limited liability company (GmbH)

Annual shareholders' meeting and, if any, at least 4 meetings of the supervisory board (at least each calendar quarter).

Bahrain

With Limited Liability (WLL)

A company who is registered for VAT must submit a tax return for each taxable period to the National Bureau for Revenue (NBR). Taxable periods varies depending on the annual supplies of the company's business.

Closed Shareholding Company (BSC(c))

A company who is registered for VAT must submit a tax return for each taxable period to the NBR. Taxable periods vary depending on the annual supplies of the company's business.

Foreign Branch (Branch)

A company who is registered for VAT must submit a tax return for each taxable period to the NBR. Taxable periods vary depending on the annual supplies of the company's business.

Belgium

Public limited company (société anonyme/naamloze vennootschap)

Annual meeting of the management body, the shareholders and subsequently the annual filing of the annual accounts with the Belgian National Bank.

Limited company (société à responsabilité limitée/besloten vennootschap)

Annual meeting of the management body, the shareholders and subsequently the annual filing of the annual accounts with the Belgian National Bank.

Belgian branch office of a foreign company

Annual filing of the consolidated annual accounts with the Belgian National Bank.

The following documents and information must be filed with the clerk's office of the competent enterprise court within 30 days and, as the case may be, published in the Annexes to the Belgian State Gazette:

  • Changes to the foreign company's articles of association
  • Changes to the foreign company's name or legal form
  • Changes to the foreign company's registration with the Commercial Register
  • Changes to the address, name and activities of the Belgian branch office
  • Appointments and resignations of persons authorized to represent the foreign company
  • Appointments and resignations of the legal representative(s) of the Belgian branch office
  • The dissolution of the foreign company, the appointment of liquidators and the scope of their powers and the closing of the liquidation
  • The bankruptcy, judicial composition or similar procedure affecting the foreign company and
  • The closing of the Belgian branch office.

Annually, within 1 month as of the annual shareholders' meeting and at the latest within 7 months as of the closing of the financial year, the annual accounts and, as the case may be, the consolidated annual accounts of the foreign company must be filed with the National Bank of Belgium.

Brazil

Limited liability company (Sociedade Limitada)

Annual quotaholders' meeting to be held within 4 months after the end of the previous fiscal year.

Corporation (Sociedade Anônima)

Annual shareholders' meeting to be held within 4 months after the end of the previous fiscal year.

Canada

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

Annual director and shareholder meeting, or resolution signed by all directors or shareholders, as the case may be, subject to any unanimous shareholder agreement which dispenses with that. If a private (ie, non-public) corporation has a unanimous shareholder agreement, often the unanimous shareholder agreement restricts the transferability of shares by a shareholder.

Chile

A municipal tax is paid in the borough where the entity is domiciled and where the entity has opened branches.

China

Annual reports are required to be filed with the AMR and the MFOCOM.

Colombia

General partnership (Sociedad Colectiva)

The partnership board must approve the annual financial statements and annually renew the Commerce Registration. In 2020 the approval of financial statements was not a requirement as per the temporary measures implemented by the government with reason to COVID pandemic. The meeting to approve annual financial statements can be held up to 1 month after the Sanitary Emergency is terminated.

Limited partnership (Sociedad en Comandita Simple y por Acciones)

The partnership board must approve the annual financial statements and annually renew the Commerce Registration. In 2020 the approval of financial statements was not a requirement as per the temporary measures implemented by the government with reason to COVID pandemic. The meeting to approve annual financial statements can be held up to 1 month after the Sanitary Emergency is terminated.

Limited liability company (Sociedad de Responsabilidad Limitada)

The partnership board must approve the annual financial statements and annually renew the Commerce Registration. In 2020 the approval of financial statements was not a requirement as per the temporary measures implemented by the government with reason to COVID pandemic. The meeting to approve annual financial statements can be held up to 1 month after the Sanitary Emergency is terminated.

Corporation (Sociedad Anónima)

The shareholders general assembly must approve the annual financial statements. In 2020 the approval of financial statements was not a requirement as per the temporary measures implemented by the government with reason to COVID pandemic.  The meeting to approve annual financial statements can be held up to 1 month after the Sanitary Emergency is terminated.

Simplified stock company (Sociedad por Acciones Simplificada)

The shareholders general assembly must approve the annual financial statements. In 2020 the approval of financial statements was not a requirement as per the temporary measures implemented by the government with reason to COVID pandemic.  The meeting to approve annual financial statements can be held up to 1 month after the Sanitary Emergency is terminated.

Czech Republic

Annual accounts must be filed with the Czech commercial register in the Collection of Deeds (sbírka listin).

The auditing of the annual financial statements is mandatory for large and medium-sized companies.

Denmark

Limited liability company (Kapitalselskab)

The shareholders of the limited company must hold annual shareholders' meetings.

The audited and approved annual report of all limited companies must annually be filed with the Danish Business Authority without undue delay after approval.

The Danish Business Authority must receive the annual report no later than 5 months after the end of the financial year of the company. It is possible to have a financial year other than the calendar year (i.e., July 1 to June 30).

Egypt

JSC

Annual shareholders' meeting (ie, the general assembly meeting) to approve appointment of independent financial auditor, financial statements and limit liability of and hold the board harmless when it acts within the scope of its authority. The meeting should be held at least once every year during the 3 months succeeding the end of the financial year of the company.

LLC

Annual quotaholders' meeting (ie, the general assembly meeting) to approve appointment of independent financial auditor, financial statements and limit liability of and hold the manager(s) harmless when they act within the scope of their authority. The meeting should be held at least once every year during the 3 months succeeding the end of the financial year of the company.

OPC

A founder has all powers of a general assembly; therefore, they annually submit audited financials, appoint an independent auditor and name managers.

Branch

A branch must annually submit a copy of its financial statements and an audit report; names and nationalities of its manager(s); and number, nationalities, titles and total payroll of its employees and determine the payroll of the Egyptian employees, its profits and the proportion of the profit that was distributed to its employees to GAFI.

RO

An RO must annually submit to GAFI (as may be may requested), at the beginning of each financial year:

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

Finland

Osakeyhtiö (Oy)

Annual shareholders' meeting, which can be completed per capuslam (ie, by written consent by all shareholders), shall be held within 6 months after the end of each financial year. Annual reports are required to be filed with the registration authority.

France

Société par actions simplifiée (SAS)

Annual shareholders' meeting to approve once a year the financial statements within 6 months from the closing of the last financial year.

Société à responsabilité limitée (SARL)

Annual shareholders' meeting to approve once a year the financial statements within 6 months from the closing of the last financial year.

Société anonyme (SA)

Annual shareholders' meeting to approve once a year the financial statements within 6 months from the closing of the last financial year.

Germany

GmbH – limited liability company

Annual accounts have to be filed with the German Federal Gazette (Bundesanzeiger).

The auditing of the annual financial statements is mandatory for large and medium-sized GmbHs in accordance with German Commercial Law.

Greece

Societe anonyme (S.A.)

Submission of financial statements together with balance sheet, management report and auditor’s report, if required by law, to be registered to the Companies' Registry. Additionally, several other decisions of shareholders as well as BoD decisions must be registered to the General Commercial Registry.

Limited liability company (L.T.D.)

Annual financial statements of the company are registered to the General Commercial Registry and some other decisions of the partners meeting.

Private company (P.C.)

Annual financial statements of the company are registered to the General Commercial Registry and some other decisions of the partners meeting.

Hong Kong, SAR

Limited private companies

  • Annual general meeting: Generally required to hold an annual general meeting of shareholders 9 months after the end of its accounting reference period. Audited financial statements must be tabled at the annual general meeting. The annual general meeting can be replaced by written resolutions by all shareholders. This requirement may be waived for certain companies.

  • Annual Return: Generally required to be filed with the Companies Registry within 42 days after the date to which the return is made up to with updated company's information, including the shareholders' and the directors' information.

  • Audited financial statements: Required to be prepared up to the end of the financial year of the company in accordance with the Hong Kong GAAP.

  • Renewal of Business Registration Certificate

Hungary

Companies must prepare, submit and publish annual financial statements until the last day of the 5th month following the end of the tax year (due to COVID-19, such deadline was extended until 30 September 2020 with respect to the 2019 financial statements). If the company fails to submit and publish its financial statements upon the request of the tax authority, default penalty is assessed up to HUF 200,000 and the tax authority requests the company to rectify such non-compliance within 30 days. If the company fails the submit and publish its financial statement within the additional 30-day deadline, the tax authority withdraws the tax number of the company and initiates the deletion procedure of the company at the Court of Registration.

India

Private limited company

Annual shareholder meetings; quarterly board meetings.

Indonesia

Limited liability company

The board of directors must draw up the annual report to be approved by the annual general meeting of shareholders. The board of commissioners must also draw up the annual supervisory report to be presented in the annual general meeting of shareholders.

Ireland

Private company limited by shares (LTD)

Convene the AGM (or pass a written shareholder resolution in lieu). File an annual return and audited financial statements with the CRO.

Certain events also give rise to CRO filing requirements (eg, changes to the constitutional documents, share capital, registered office or officers of the company).

External company

A branch is required to file a copy of the foreign company's accounting documents (translated into English, if required) with the CRO no later than 30 days after the last date for publication of accounting documents in the jurisdiction of incorporation.

Certain events give rise to CRO filing requirements (eg, changes to constitutional documents, address of the branch or offices of the company).

Israel

Company

Annual meetings of the board of directors and of the shareholders; filing of annual report with the Registrar of Companies; payment of annual fee to the Registrar of Companies. The company is also required to notify the Registrar of Companies of various changes within the company on an ongoing basis (changes in share capital, shareholdings and directors, etc).

Branch / representative office

Required to notify the Registrar of Companies of various changes within the branch and/or the Original Entity (changes in the organizational documents or board of directors of the Original Entity, changes relating to the authorized signatories of the branch, etc).

Italy

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

Approval of financial statements (both at quota-holders’ and directors’ level).

Japan

Registered branch

None.

Kabushiki-Kaisha (KK)

The requirements are an annual shareholders' meeting for every KK and a board of directors meeting once every 3 months if the KK has a board of directors.

Godo-Kaisha (GK)

None. A GK may flexibly organize its maintenance policy.

Luxembourg

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

Yearly approval by the shareholders of the balance sheet and profit and loss account prepared by the management. An annual shareholders’ meeting must be held if there are more than sixty (60) shareholders.

The annual accounts must be filed with the Luxembourg Register of Commerce and Companies within one (1) month following their approval and be published in full to the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations).

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

Annual shareholders' meeting to be held in Luxembourg within six (6) months from the end of the financial year in order to approve the annual accounts.

The annual accounts must be filed with the Luxembourg Register of Commerce and Companies within one (1) month following their approval and be published in full to the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations).

Special limited partnership (Société en commandite spéciale or SCSp)

No mandatory annual partners' meeting.

Malaysia

Annual return and financial statement of a private limited company are filed annually to the Companies Commission of Malaysia. 

Mauritius

All companies must maintain statutory books and records that adequately show the transactions and financial position of the company. All companies, except for domestic private companies with turnover of less than MUR50 million, must have their financial statements audited. These must then be provided to the registrar.

Global Business Corporations and Authorized Companies are required to prepare and file annual audited financial statements/financial summaries with the FSC.

Mexico

S.A. de C.V.

Annual shareholders' meeting and annual filing with the Foreign Investments Bureau.

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

Annual partners' meeting and annual filing with the Foreign Investments Bureau.

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

Annual shareholders' meeting and annual filing with the National Registry of Foreign Investments.

Netherlands

Branch office

Determined by governing law of the head office.

B.V. (private company with limited liability)

Annual director and shareholder meeting.

Co-operative U.A.

Annual management board and members meeting.

C.V. (a limited partnership)

Annual partners meeting (if so required by the partnership agreement).

New Zealand

Limited liability company

A limited liability company must confirm its corporate details and pay an annual return fee to the Companies Office each year. Depending on whether it qualifies as a "large company" (determined by reference to revenue, gross assets and identity of shareholders), audited financial statements may need to be filed each year. Unless granted relief from the Companies Office, large companies that are required to prepare an annual financial report must appoint an auditor. A company is classified as a large company for a particular financial year if one of the following 2 tests applies:

  • as at the balance date of each of the two preceding accounting periods, the total assets of the entity and its subsidiaries (if any) exceed NZD66 million; or
  • in each of the two preceding accounting periods, the total revenue of the entity and its subsidiaries (if any) exceeds NZD33 million.

The Company must also notify the Companies Office of any changes to the Board composition within 20 working days of any such change.

Branch

Once the overseas company is registered, it is required to lodge the following with the Companies Office:

  • Audited financial statements (if it is "large").
  • Annual return along with annual return fee.
  • An overseas company will be considered "large" if either of the following 2 tests applies:
    • As at the balance date of each of the 2 preceding accounting periods, the total assets of the entity and its subsidiaries (if any) exceed NZD22 million; or
    • In each of the 2 preceding accounting periods, the total revenue of the entity and its subsidiaries (if any) exceeds NZD11 million.

Changes to directors of the overseas company within 20 working days of the change.

Nigeria

The law requires every company to keep and maintain accounting records which should disclose with reasonable accuracy, and at all times, the financial position of the company and should enable the directors to ensure that financial statements of the company are prepared in accordance with the law, both in form and content. The content of the accounting records must be available for inspection at all times by the officers of the company.

The financial statements for the company in each accounting year shall be prepared by the directors and should include the following:

  • A statement of accounting policies (not compulsory for private companies)
  • The balance sheet as at the last day of the year
  • A profit and loss account
  • Notes on the account.
  • The auditors’ report
  • The directors’ report
  • Changes in equity(not compulsory for private companies)
  • A statement of the source and application of fund (not compulsory for private companies)
  • A value added statement of the year (not compulsory for private companies)
  • A 5 year financial summary (not compulsory for private companies)
  • In the case of a holding company, the group financial statements
  • Each public company shall keep its audited accounts displayed on its website.

Companies are required to file with the CAC, their annual return together with their audited financial statements or statement of affairs within 42 days after the holding of the AGM in each year. The Chief Executive Officer or Chief Financial Officer of companies, other than small companies, are required to certify that the officer who signed the audited financial statements has confirmed that the statements does not contain any untrue statements or concealed material facts.

Norway

Private LLCs and public LLCs must file a register of shareholders as of December 31 each year by January 31.

Peru

Not applicable for this jurisdiction.

Philippines

General Information Sheet (GIS) and AFS stamped "received" by the BIR to be submitted annually to the SEC. The BIR annual registration form/fee must be filed/paid on or before January 31 of every year. The mayor's permit (from LGUs) must be renewed before January 20 of each year.

In case of a partnership, only the BIR annual registration form/fee must be filed/paid on or before January 31 of every year. The mayor's permit (from LGUs) must be renewed before January 20 of each year.

Poland

Commercial companies, partnerships, branches and representative offices must approve and file annual financial statements with the registry court. In commercial companies and joint-stock partnerships, approval is granted by means of shareholders' meeting resolution (unless prescribed otherwise in the articles of association). Commercial companies, joint-stock limited partnerships and certain partnerships must also draw up and adopt a report on the entity's operations in the preceding financial year. A shareholders' meeting to adopt these documents must be called within 6 months of the previous financial year end. Financial statements of a branch are deemed approved when the founding foreign company has approved its own financial statements, which include financials of the branch. Within 15 days from the approval, the financial documents must be filed online with the Repository of Financial Documents (Repozytorium Dokumentów Finansowych).

Portugal

  1. Yearly approval of accounts
  2. Filling of yearly accounts with the Tax Authority
  3. Appointment of corporate bodies (depending on duration of mandates set under the bylaws).

Puerto Rico

Corporations

  • Annual shareholder meeting
  • Filing of an annual report on or before April 15. The filing fees for annual reports are USD150 for a for-profit corporation and USD5 for a non-profit corporation
  • All annual reports must include a balance sheet that shows the financial condition of the corporation at the close of operations

  • If the volume of business of a corporation exceeds USD 3 million, the balance sheet must be audited by a Certified Public Accountant (CPA) with a valid license from the Government of Puerto Rico

Limited Liability Companies

Annual fee of USD 150 on or before April 15 each year.

Romania

The annual financial statements of the company must be approved by the general meeting of shareholders.

Russia

Joint-stock company (public and non-public)

Annual general shareholders’ meeting.

Limited liability company

Annual general members' meeting.

Saudi Arabia

Limited liability company

A shareholder meeting shall be convened at least once a year. Managers of the company shall prepare company's financial statements, a report on its operations and financial position, and their proposal for appropriation of net profits within 3 months from the end of the financial year (Report). The managers shall also be prepared to submit a copy of their report to MOCI within 1 month of the date of preparation of the Report.

Singapore

Limited liability company 

Appointment of auditor and auditing of financial statements (if no exemption is available); maintaining accounting records and accounts, holding annual general meetings; filing annual returns with ACRA and tax returns with IRAS. Maintenance of statutory registers as required under the CA.

South Africa

All companies are required to maintain their company records. A company must at all times have a copy of its MOI and any amendments or alterations to it, as well as any rules that apply to the company in terms of its MOI.

The company is also required to keep a register of its shares and its company secretary and auditor.

All companies are required to keep accurate and complete accounting records, which must be kept and be accessible at the company’s registered office.

All companies are required to lodge their annual returns with CIPC every year.

Public companies must file audited financial statements every year.

External companies must continuously maintain at least 1 office in South Africa which must be registered as its address (or principal office if it has more than 1 office) and file an annual return with CIPC every year.

South Korea

Joint-stock company (Jusik Hoesa)

General meeting of shareholders for each fiscal year.

Limited company (Yuhan Hoesa)

General meeting of members for each fiscal year.

Spain

Branch (Sucursal)

The branch must either file its own accounts in the Commercial Registry (if its accounting is separate from the principal company) or file documents evidencing that the principal company has filed its annual accounts in the relevant jurisdiction (in case of a foreign company).

Limited liability company (Sociedad Limitada)

Annual shareholders' general meeting.

Joint-stock company (Sociedad Anónima)

Annual shareholders' general meeting.

Sweden

Limited company (aktiebolag, AB)

Annual shareholders' meeting which can be completed per capuslam (ie, by written consent by all shareholders and annual filings of annual reports).

Trading partnership (handelsbolag, HB)

Not applicable for this jurisdiction.

Limited partnership (kommanditbolag, KB)

Not applicable for this jurisdiction.

Branch office (filial, Branch)

If a foreign company has a legal form comparable with a limited company and is incorporated within the European Economic Area (EEA), the accounting records of a branch are to be prepared by annual accounts (årsbokslut). Annual accounts must be prepared in accordance with the Swedish Book-keeping Act (bokföringslagen). Annual accounts are to be signed by a managing director of a branch. Annual accounts of a branch do not need to be filed with the SCRO.

If a foreign company:

  • has a legal form which is not comparable with a limited company, or
  • is incorporated outside of the EEA, accounting records of a branch are to be prepared by an annual report (årsredovisning). Annual report must be prepared in accordance with the Annual Reports Act (årsredovisningslagen). Annual report is to be signed by the managing director of a branch. Annual report of a branch is to be filed with the SCRO.

Furthermore, a certified copy of the foreign company's annual report and any auditor's report must always be filed with the SCRO.

Switzerland

Stock corporation

Annual board of directors and general meeting of shareholders; annual report generally consisting of annual accounts and management report.

Taiwan, China

Company limited by shares

Annual board meeting and shareholders' meeting.

Closely-held company limited by shares

Annual board meeting and shareholders' meeting.

Limited company

None.

Branch office of a foreign company

None.

Thailand

Not applicable for this jurisdiction.

Turkey

Company books such as a share ledger, minutes book for resolutions of board members and minutes book for general assembly meetings must be maintained.

Ukraine

Limited Liability Company

The company will be obliged to annually file information to the companies register regarding its ownership structure and ultimate beneficial owners as soon as secondary legislation is adopted (anticipated in 2021).

Private Joint-Stock Company

PJSCs shall submit reports to the securities commission until April 30 on an annual basis and disclose information as provided by law. In light of the Covid-19 pandemic PJSCs are allowed to disclose information within 5 business days after holding the remote general meeting of shareholders or after holding the annual general meeting after end of quarantine.

Company will be obliged to annually file information to the companies register regarding its ownership structure and ultimate beneficial owners as soon as secondary legislation is adopted (anticipated in 2021).

In addition, companies are required to make event driven filings (eg, to reflect changes in the share capital, registered office or directors of the company).

United Arab Emirates

UAE LLC

  • Annual general assembly.
  • Annual maintenance of register containing details of ultimate beneficial ownership and filing with competent authorities.

Branch

Annual maintenance of register containing details of ultimate beneficial ownership and filing with competent authorities.

FZ-LLC

  • Annual general assembly.
  • Annual maintenance of register containing details of ultimate beneficial ownership and filing with competent authorities (only applicable for non-financial free zones).

FZ-Branch

Annual maintenance of register containing details of ultimate beneficial ownership and filing with competent authorities (only applicable for non-financial free zones).

Dual Licensee Branch

Annual maintenance of register containing details of ultimate beneficial ownership and filing with competent authorities.

United Kingdom

Private limited company

Must file a confirmation statement at least every 12 months confirming there have been no changes since the last filing, or otherwise setting out (amongst other things) details of any changes to the company's share capital, people with significant control and directors.

Must maintain a register of individuals or legal entities that have control over them (people with significant control) and maintain the public register with details of such individuals or legal entities (as applicable).

Must prepare annual accounts covering the previous financial year and deliver these to Registrar of Companies House within 9 months of the end of financial year.

Requirement to make event-driven filings (eg, to reflect changes in the share capital, registered office or directors of the company).

Please note that in light of the coronavirus pandemic certain filing deadlines have been temporarily altered.

Limited liability partnership (LLP)

Must file a confirmation statement at least every 12 months setting out (amongst other things) details of LLP's membership.

Must maintain a register of individuals or legal entities that have control over them (people with significant control) and maintain the public register with details of such individuals or legal entities (as applicable).

Must file annual accounts (subject to certain exceptions for small and dormant LLPs). Accounts are publicly available.

Registered UK establishment

If the overseas company prepares and files annual accounts in its country of incorporation, a full copy of the accounts may need to be filed at Companies House. A fee will also be payable.

United States

Corporations typically need to either convene an annual shareholder meeting or execute shareholder written resolutions, as well as the filing of an annual return with the applicable Secretary of State.

For an LLC, typically the filing of an annual return with the applicable Secretary of State is needed.

Vietnam

With respect to keeping internal records, the company is required to maintain at its head office meeting minutes of the GSM and the BOM (in respect to JSCs) and the MC/member’s council (in respect to LLCs) and other resolutions or decisions of the company, accounting books, accounting records and annual financial statements, among others. With respect to filing annual reports, a foreign-owned company is required to submit an annual report on status of investment project implementation, an annual report of evaluation and supervision of investment project and an audited annual financial statement, among other documents.