Not applicable for this jurisdiction.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

Branch

Not required to have a local director, but a registered foreign company must have 1 local agent.

Proprietary company

Must have at least 1 director, and at least 1 director must ordinarily reside in Australia.

Public company

Must have at least 3 directors, at least 2 of whom must ordinarily reside in Australia.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

Stock corporation (AG)

At least 1 member of the management board is required and at least 3 members of the supervisory board (individuals only).

Limited liability company (GmbH)

At least 1 managing director is required and, if at all, at least 3 members of the supervisory board are required.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

With Limited Liability (WLL)

At least 1 director to be appointed by the shareholders.

Closed Shareholding Company (BSC(c))

At least 3 directors to be appointed by the shareholder.

Foreign Branch (Branch)

At least 1 director to be appointed by the parent company.

Public limited company (société anonyme/naamloze vennootschap)

The directors can be either Belgian or foreign natural persons or legal entities.

If a legal entity is appointed as director, this legal entity must appoint a "permanent representative" in charge of performing the mandate of the director/legal entity on behalf and for the account of the director/legal entity. The permanent representative should be a natural person (ie, employee, director or shareholder of the legal entity), and they will bear the same civil and criminal liability as the director or company which they represent.

Limited company (société à responsabilité limitée/besloten vennootschap)

The directors can be either Belgian or foreign natural persons or legal entities.

If a legal entity is appointed as director, this legal entity must appoint a "permanent representative" in charge of performing the mandate of the director or legal entity on behalf and for the account of the director or legal entity. The permanent representative should be a natural person (ie, employee, director or shareholder of the legal entity), and they will bear the same civil and criminal liability as the director or company which they represent.

Belgian branch office of a foreign company

No directors are required to be appointed in the Belgian branch office. However, 1 or more legal representatives must be appointed.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

Limited liability company (Sociedade Limitada)

A Sociedade Limitada shall have at least 1 manager, and they all must be individuals (Brazilian citizens or foreigners with an attorney-in-fact resident in Brazil, as further detailed below). Due to a recent change in the applicable rules, a Sociedade Limitada may now have a Board of Directors and the rules established in the Brazilian Corporations Law (Rule No. 6,404/76) regarding the Board of Directors shall be applied by analogy.

Corporation (Sociedade Anônima)

At least 2 officers are required, and they all must be individuals (Brazilian citizens or foreigners with an attorney-in-fact resident in Brazil, as further detailed below)..

The board of directors shall have at least 3 members (Brazilian citizens or foreigners with an attorney-in-fact resident in Brazil, as further detailed below). In general, Directors are only mandatory in case of listed corporations and corporations with authorized capital.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

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

Directors are required; officers are almost always appointed, but not generally legally required. Under some corporate statutes, at least 25 percent of directors must be resident Canadians.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

A company must have a representative before the tax authorities who is a Chilean resident. This is not applicable to directors and other officers except in the case of certain industries.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

Directors (or an executive director), general manager, finance manager and supervisor(s) are required.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

General partnership (Sociedad Colectiva)

All partners must participate and manage a general partnership, unless a third person is designated unanimously by the partnership board.

Limited partnership (Sociedad en Comandita Simple y por Acciones)

All managing partners must participate and manage a limited partnership.

Limited liability company (Sociedad de Responsabilidad Limitada)

All partners must participate and manage a limited liability company; however, partners can designate a manager.

Corporation (Sociedad Anónima)

The board of directors can designate officers and legal representatives.

Simplified stock company (Sociedad por Acciones Simplificada)

The shareholders general assembly and, if there is a board of directors, the board of directors can designate officers and legal representatives.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

Limited liability company

At least 1 managing director and at least 1 member of the supervisory board, if formed, are required. A legal entity can become a managing director. In such a case, a specific (natural) person who is acting on behalf of this legal entity must be listed in the commercial register. A managing director cannot be a member of the supervisory board.

The law sets out 3 grounds for ineligibility to be a member of an elected body. They are based on a decision of a Czech or foreign public authority prohibiting the person from holding office, and on grounds related to insolvency proceedings or conviction for selected criminal offences. Based on the latest amendment to the Corporations Act, a register of excluded persons should be established on these facts, which should facilitate the identification of obstacles to the performance of a member of an elected body.

Joint stock company

At least three members of management board and at least three members of supervisory board required, unless articles of association prescribe otherwise. A legal entity can become a member of management board.

Again, a specific (natural) person who is acting on behalf of this legal entity, must be listed in the commercial register. A member of supervisory board cannot be simultaneously a member of a management board. Provided the joint stock company is employing over 500 employees, one-third of the seats in the supervisory board is elected by company’s employees.

In the single-tier governance system, at least three members of the administrative board are required, unless articles of association prescribe otherwise.

The law sets out three grounds for ineligibility to be a member of an elected body. They are based on a decision of a Czech or foreign public authority prohibiting the person from holding office, and on grounds related to insolvency proceedings or on grounds of conviction for selected criminal offences. Based on the latest amendment to the Corporations Act, a register of excluded persons should be established on these facts, which should facilitate the identification of obstacles to the performance of a member of an elected body.

Limited liability company (Kapitalselskab)

The term "management" covers both members of the board of directors, the supervisory board and the executive board.

All limited companies need to have 1 or more general managers – together the executive board (Direktion). However, the choice of managing structure can vary depending on the form of the company chosen.

A public limited company and a limited partnership company may choose between 2 management systems, which are both structured as a 2-tier system:

• A system with a board of directors responsible for the overall and strategic management of the company and an executive director or an executive board consisting of several managing directors responsible for the day-to-day management. The executive board is appointed and dismissed by the board of directors.
• An executive director or an executive board, which is responsible for the overall and strategic management as well as the day-to-day management. The executive(s) must be appointed and dismissed by a supervisory board.

The private limited company can also choose to have a 2-tier management system, but is not required to, as opposed to the public limited company and the limited partnership company. They may therefore choose either of the 2 options above or:

• A system with only an executive director or an executive board. In this case, the executive board assumes the responsibilities that would otherwise have been those of the board of directors.

In a public limited company and a limited partnership company, the board of directors or the supervisory board must consist of at least 3 members while the same does not apply to the private limited company.

None of the limited companies are subject to requirements with regards to nationality or addresses for any member of the management.

There are no rules that prohibits the members of the executive board from being members of the board of directors too. However, in a public limited company, the majority of the board of directors cannot be members of the executive board and the chairman cannot be member of the executive board.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

JSC

• Minimum of 3 board members appointed by the general assembly for 3 years. As an exception, the term of the first appointed BoD can be 5 years from the date of incorporation.
• Management is typically named by the BoD,
• The BoD usually appoints, among its members, a chairman and vice-chairman to the company. The chairman represents the company before courts.
• The powers and responsibilities of the company's chairman, executive chairman, board members and employees are usually provided under the company's AoA and its internal bylaws.

LLC

• At least 1 manager is required who is appointed for the first time by the quotaholders.

• The manager(s) shall have the responsibility to represent the company, unless otherwise provided under the company's AoI.

• The removal of the manager(s) shall be by virtue an EGM resolution. Such resolution is issued by the numerical majority of 3/4 of the quotas represented at the meeting.

OPC

A founder can be a manager or can appoint manager(s).

Branch

One or more managers must be appointed to run the business activities in Egypt.

RO

At least 1 manager. A manager does not need to be an Egyptian national.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

Osakeyhtiö (Oy)

A legal person may not serve as a director. A director must be over 18 years of age. They must not be declared bankrupt, be prohibited to carry on business or have a guardian.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

Société par actions simplifiée (SAS)

Shareholders enjoy total freedom to set in the bylaws the composition of the management structure of the SAS. The only obligation is to have the SAS represented by a president.

Société à responsabilité limitée (SARL)

One or more manager(s) (Gérant(s)) appointed by the shareholders is/are required. The number of managers is freely determined by the bylaws.

The SARL shall be managed by one or more individuals.

Société anonyme (SA)

One of the following management structures is required:

• Either a board of directors with 3 to 18 members (Conseil d’Administration) or
• Or an executive board (Directoire) (with a maximum of 5 members) with a supervisory board (Conseil de Surveillance) with 3 to 18 members.

GmbH – limited liability company

Managing directors are required (at least 1).

A supervisory board is optional, unless the Company is subject to co-determination (500 employees and above), then, the supervisory board is mandatory.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

Societe anonyme (S.A.)

The board of directors is appointed by the shareholders of the company.

The initial board of directors is specified in the articles of association.

Generally, the BoD consists of 3 up to 15 members by law. There is an exception for an SA with small annual turnover (category very small- and/or small-sized entity) where only 1 director may be appointed. In this case, the sole director may solely be a natural person.

The shareholders may -either via a general meeting resolution or through a special provision to the Company’s Articles of Association- elect to have corporate matters managed by a staggered board.

The board appoints its legal representative.

Limited liability company (L.T.D.)

Director of the company is appointed either by the articles of association or by the decision of partners meeting. There can be 1 or more directors, who can be partners or third parties. In case there is no specific provision in the articles, all partners of the company act as directors by law.

Private Company (P.C.)

Director of the company is appointed either by the articles of association or by the decision of partners meeting. There can be 1 or more directors, who can be partners or third parties. In case there is no specific provision in the articles, all partners of the company act as directors by law.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

Limited private companies

At least 1 director; at least 1 director must be a natural person.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

Basically, any natural person can be appointed as director provided that such person is of legal age and their legal capacity is not restricted.

A person may not serve as a director if they:

• Were sentenced by a final court decision to imprisonment, until the person is deemed relieved from the detrimental consequences related to the committed criminal act
• Are barred by a final court decision from accepting a director (or other executive officer) position or
• Are barred by a final court decision from exercising a regulated profession, which is in the scope of major business activities pursued by the Zrt.

In case of a Kft., legal entities (e.g., a Kft.) may also be appointed as managing director (i.e., corporate director). In this case, a natural person is appointed to represent a corporate director.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

Private limited company

At least 2 directors; new company law regulations mandate the appointment of a resident director. Consequently recommend 3 directors: 1 from India and 2 from parent company’s location.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

Limited liability company

Generally, every company must have at least 1 director and 1 commissioner. In certain lines of business, the board of directors and the board of commissioners are each required to have at least 2 members, as well as an independent commissioner.

No director or commissioner may, within the 5 years before their appointment, have been:

• Declared bankrupt
• A member of a board of directors or a board of commissioners found by a court to have caused a company to be declared bankrupt or
• Sentenced for a criminal offense which caused the state to suffer a financial loss or related to the financial sector.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

Private company limited by shares (LTD)

Must have at least 1 director. A body corporate cannot act as a director. 

External company

Determined by the laws of the jurisdiction of incorporation.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

Company

Minimum of 1 director. General manager and other officers are not required.

Branch / representative office

Not applicable.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

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

Italian Fiscal Code

Directors are required.

Officers are not applicable.

According to a recent change in Italian corporate law, individuals assuming the office of directors of a limited liability or joint stock company are obliged to declare, before their appointment, the absence of the causes of ineligibility stated under article 2382 of the Italian Civil Code. Article 2382 of the Italian Civil Code states that the following persons cannot be appointed as directors and, if appointed, must cease from their office: (i) individuals who are subject to disqualification (interdetti), (ii) individuals who are subject to disablement (inabilitati), (iii) individuals who have filed bankruptcy or (iv) individuals who have been sentenced to punishment which entails interdiction from public offices or incapacity to assume managerial offices (uffici direttivi).

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

Registered branch

At least 1 representative in Japan who has an address in Japan is required.

Kabushiki-Kaisha (KK)

At least 1 director is required for every KK. A KK with a board of directors must have 3 or more directors and 1 or more statutory auditors. An accounting auditor which is a CPA or an accounting firm is required if the KK has stated capital of at least JPY500 million or liabilities of at least JPY20 billion (this kind of KK is called a "large company").

Godo-Kaisha (GK)

No requirements regarding directors. Normally, members execute the business of the GK, and such members represent the GK. The GK may also appoint specific members (ie, managing members) who execute the business. In this case, only the managing members represent the GK. In the case where a managing member is a legal entity, such legal entity must appoint natural person(s) who will execute the business affairs on behalf of such managing member as executive manager(s).

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

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

At least one manager required (individual or legal person).

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

An S.A. may be organized as a one-tier company, in which case at least 3 directors are required (individuals or legal persons). If a legal person is appointed as director, the company must appoint a permanent representative to perform such mission in the name and on behalf of the legal person. Directors are elected for a term of a maximum of 6 years, which may be renewed.

If the S.A. is held by a sole shareholder, the company may be managed by a sole director.

An S.A. can also be organized as a two-tier company (i.e., an executive board (directoire) and a supervisory board ( conseil de surveillance).

Special limited partnership (Société en commandite spéciale or SCSp)

There is no board of directors. The SCSp is managed by one or several managers, which may be unlimited partner(s). The limited partnership agreement must designate the managers of the SCSp.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

• Must be a natural person and at least 18 years of age

• Must be of sound mind

• Must ordinarily reside in Malaysia by having a principal place of residence in Malaysia

• Not an undischarged bankrupt under the Insolvency Act 1967

• Not disqualified under the Companies Act 2016

• Has not been convicted, whether inside or outside of Malaysia, of any offense and

• Has not been imprisoned for any offenses prescribed under the Companies Act 2016 within 5 years immediately preceding their appointment.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

All companies, except for Authorized Companies as specified above, are required to have a minimum of 1 director who must be ordinarily resident in Mauritius.

Global Business Corporations are required to have at least 2 directors who are resident in Mauritius and board meetings must be held in Mauritius. This is to show that the business is being managed and controlled from Mauritius. There is no requirement to have a resident director for an Authorized Company.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

S.A. de C.V.

Either a sole administrator or a board of directors.

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

Either a sole manager or a board of managers.

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

A board of directors.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

Branch office

Determined by governing law of the head office.

B.V. (private company with limited liability)

A BV must have at least 1 director. Tax substance rules require that at least 50 percent of the board consist of Dutch tax resident directors. There is no requirement to have any officers (which under Dutch law are proxy holders to whom the board of directors of the BV can grant representation powers).

Co-operative U.A.

A co-operative must have at least 1 board member. Only members of the co-operative can be appointed as board members, unless the articles of association allow non-members to be appointed as board members. Tax substance rules require that at least 50 percent of the board consist of Dutch tax resident directors. There is no requirement to have any officers (which under Dutch law, are proxy holders to whom the management board of the co-operative can grant representation powers).

C.V. (a limited partnership)

A CV must have at least 1 general partner and I limited partner. If provided for by the partnership agreement, a CV can have a management committee (who are proxy holders granted representation powers by the general partner).

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

Limited liability company

Limited liability companies must have at least one director appointed, and at least one director must be a New Zealand resident or a person who is a resident of Australia and is also a director of a company registered in Australia.

Companies listed on a licensed market operated by NZX Limited must have at least 3 directors. There must be at least 2 directors who are residents in New Zealand and 2 directors who are independent.

If a change in directors of a company occurs, the board must notify the Companies Office within 20 working days of:

• the change occurring, in the case of the appointment or resignation of a director, or
• the company first becoming aware of the change, in the case of the death of a director or a change in the name or residential address of a director.

Branch

Not required to have a local director. The Companies Office must be notified of any change in directors of an overseas company.

A company, whether private or public, is required to have at least 2 directors, save for small companies, which are allowed to have a single directorship. The directors must be natural persons and may either be Nigerians or foreigners. The following persons are disqualified from being directors:

1. An infant, that is, a person under the age of 18 years
2. A lunatic or person of unsound mind
3. A person who has once been removed as a director before the end of their tenure
4. A bankrupt and
5. A corporation, other than its representative

A public company is required to have at least 3 independent directors. Where a person proposed to be appointed or appointed as a director of a public company who is 70 years or more of age, the company is required to give special notice in respect of the resolution appointing or approving the appointment of such a director which shall state the age of the director and the director is required to disclose this fact to the members of the company. They must also disclose multiple directorships when applicable.

Private LLCs

All directors must be of age. Therefore, directors must be above the age of 18 and have legal capacity to act.

Public LLCs

All directors must be of age. Therefore, directors must be above the age of 18 and have legal capacity to act. It is further a requirement that both sexes are elected as directors. The number of directors required from each sex will depend on the total number of directors.

Partnerships with unlimited liability

All directors must be of age. Therefore, directors must be above the age of 18 and have legal capacity to act.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

A company must have a legal representative registered before the Peruvian tax authority who must be a Peruvian resident. This is not applicable to directors and other officers.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

Generally not applicable.

As an exception in subsidiary, there must be:

• No more than 15 directors, each of whom must own at least 1 share in the capital stock of the corporation registered in their name in the books of the company.
• At least 3 officers:
  • President, who must be a director
  • Treasurer, who must be a Philippine resident and
  • Secretary, who must be a resident and citizen of the Philippines.

Note: No person may be president and secretary, or president and treasurer, at the same time.

General provisions

Only a natural person with full capacity for acts in law can be a member of a management board, supervisory board, or audit commission. No person who was convicted by a valid judgment for the specific offences determined by the applicable law can be a member of the management board, supervisory board or audit commission.

Partnerships

A management board may be appointed in a professional partnership. Member of the management board of professional partnership can be a 3rd party. However, at least 1 partner shall be a member of the management board. In other partnerships, business is generally managed by partners.

Corporations

Commercial companies are represented by management board members.

Limited liability companies

Appointment of a supervisory board or an audit committee is mandatory only if the share capital exceeds PLN500,000 and if the company has at least 25 shareholders.

Joint-stock companies and joint-stock partnerships

Appointment of a supervisory board or an audit committee is always required. In limited joint-stock partnerships, a supervisory board must be appointed where the number of shareholders exceeds 25. In simplified joint-stock companies, a supervisory board is optional.

Branches

In branches and representative offices, a person representing the founding foreign company must be listed in the business register.

Prior to being appointed, a director must be granted a Portuguese taxpayer number (NIF). This is easily obtained, as the appointee or a proxy may request for said number in a Tax Authority office.

For supervised entities an adequacy assessment (on professional qualifications, independency and accumulation of positions) may apply.

Directors are not employees of the company. If a labor agreement was in place prior to the appointment, such agreement is either terminated, or suspended and reinstated after the end of the relevant mandate.

Corporations

• A corporation must have at least 1 director. There is no maximum limit to the number of directors
• Generally, a corporation's certificate of incorporation or its bylaws state the number of directors on the board
• Every corporation must have officers with such titles and duties as are provided in the corporation’s bylaws or in a resolution of the board of directors. One of the officers must be appointed president, chief executive officer or any other analogous title

Limited Liability Companies

• No director/officer requirement, unless otherwise established in the operating agreement

Joint stock company (JSC) 

Directors may be either legal entities or individuals. Managers must be individuals.

Limited liability company (LLC)

Directors may be either legal entities or individuals.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

Joint-stock company (public and non-public)

Board of directors is required (the charter of a company with less than 50 shareholders may provide that the functions of the board of directors shall be carried out by the general shareholders' meeting); executive body (sole or sole and collective) is required; internal auditor (or auditing commission) is required.

Limited liability company

Executive body (sole or sole and collective) is required; internal auditor/audit commission is required in a company with more than 15 members. The company’s charter may provide for the formation of a board of directors.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

Limited liability company

Shareholders may appoint a manager, executive managers and/or a board of directors.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

Limited liability company 

At least 1 director who is ordinarily resident in Singapore, which means that the director's usual place of residence is in Singapore and a local residential address is required. Persons who may fulfill such criteria may include a Singapore citizen, Singapore permanent resident, an EntrePass holder or an Employment Pass holder. An Employment Pass holder is however typically required to obtain approval to act as a director of a Singapore company that does not sponsor their employment pass. Any person above the age of 18 years old can be a director of a company. There is no maximum age limit for a director. However, certain individuals (e.g., bankrupts and/or persons convicted of offences involving fraud or dishonesty) are disqualified from holding director positions.

Private company and personal liability company

It is required that a private company have at least one director in addition to the minimum number of directors required to satisfy any applicable requirement to appoint an audit and/or social and ethics committee.

Public company

It is required that a public company have at least 3 in addition to the minimum number of directors required to satisfy any applicable requirement to appoint an audit and/or social and ethics committee.

External company

Regulated by the foreign company's place of incorporation.

Joint-stock company (Jusik Hoesa)

Representative director, directors and statutory auditor are required (a joint stock company with a paid-in capital of less than KRW1 billion is not required to have a board of directors or a statutory auditor).

Limited company (Yuhan Hoesa)

1 or more directors are required; in case a limited company has 2 or more directors, representative director is required.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

Branch (Sucursal)

A representative for the branch must be appointed from incorporation with a specific delegation of powers.

Limited liability company (Sociedad Limitada)

Directors of limited liability companies (sociedad limitada) may be individuals or corporate bodies and are required. If there is a board, the board must appoint a chairman and a secretary.

Joint-stock company (Sociedad Anónima)

Directors of joint-stock companies may be individuals or corporate bodies and are required. If there is a board, the board must appoint a chairman and a secretary.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

Limited company (aktiebolag, AB)

Director(s) and, where applicable, deputy director(s) and employee representatives. Managing director is required in public ABs and is optional in private ABs.

A legal person may not serve as a director. A director or officer must be over 18 years of age. They she must not be declared bankrupt, be prohibited to carry on business or have a guardian.

Trading partnership (handelsbolag, HB)

There is no requirement to appoint specific directors. Partners represent an HB individually unless otherwise agreed. One or more partners must always be authorized as a signatory or signatories.

A branch cannot be registered as a partner. Natural persons must not be declared bankrupt, have a guardian, or in any other way be prohibited to carry on business in order to be registered in a HB.

Limited partnership (kommanditbolag, KB)

There is no requirement to appoint specific directors. General partners represent a KB individually unless otherwise agreed. One or more partners must always be authorized as a signatory or signatories. However, limited partners cannot be authorized to represent or sign on behalf of a KB.

A branch cannot be registered as a partner. Natural persons must not be declared bankrupt, have a guardian, or in any other way be prohibited to carry on business in order to be registered in a KB.

Branch office (filial, Branch)

A branch must appoint a managing director but does not have a board of directors. A managing director is to have a special power of attorney which empowers them to sign and act on behalf of a foreign company in all matters relating to the company's business in Sweden. One or more deputy managing directors for the branch can be appointed, and these persons must also have their own powers of attorney. Managing director and any deputy managing directors of a branch should be resident within the EEA.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

Stock corporation

If there are several directors, one director must be appointed as chairman. The board of directors appoints a secretary (responsible for protocol of board of directors meeting and other administrative duties; not required to be member of the board or management). No requirement to delegate day-to-day management to officers, but articles of incorporation may authorize the board of directors to do so.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

Company limited by shares

At least 3 directors, 1 supervisor and a chairman of the board are required. If its articles of incorporation so permit, a non-public status company may have only 1 director (acting as the chairman of the company and exercising all functions of the board of directors) and 1 supervisor. Furthermore, if there is only1 corporate shareholder and its articles of incorporation so permit, then the company is exempt from the requirement to appoint a supervisor.

Closely-held company limited by shares

At least 3 directors, 1 supervisor and a chairman of the board are required. If its articles of incorporation so permit, a CHC may have only 1 director acting as the chairman of the company and exercising all functions of the board of directors.  Furthermore, if there is only 1 corporate shareholder and its articles of incorporation so permit, then the CHC is exempt from the requirement to appoint a supervisor.

Limited company

The company must have at least 1 director, who must be a member or a representative designated by a corporate member.

Branch office of a foreign company

Not applicable for this jurisdiction.

Private limited

No minimum number requirement; therefore, a sole director is allowed.

Public limited company

A board of directors must consist of at least 5 directors of which not less than 1/2 shall reside in Thailand.

No specific requirements, apart from the sector-specific requirements in the relevant sector-specific laws.

Limited Liability Company

At least one director, or any greater number provided for by the charter. As a general rule, directors should be natural persons. LLCs registered as the Diia City residents (a special tax and legal regime for Ukrainian tech companies) can have a legal entity as an executive body (director).

If established, the board of directors may include the executive directors who manage the LLC’s day-to-day activity and non-executive directors who oversee and control the executive directors and the LLC. Non-executive directors may be independent directors if they meet the established criteria.

Private Joint-Stock Company

In a one-tier governance structure, at least 3 directors, or any greater number provided for by the charter. Directors are elected by the general meeting for a period of up to 3 years. The board of directors includes executive directors and may include non-executive directors. In PJSCs with up to 10 shareholders, the sole director may be appointed instead of the board of directors, and the board of directors may comprise only of executive directors.

In a two-tier governance structure - at least one director, or any greater number provided for by the charter.

In both governance structures, directors should necessarily be natural persons and may not be a person convicted by a court for breaching officers’ fiduciary duties (such limitation applies within 3 years after a court decision)

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

LLC

At least 1 director/manager to be appointed by the shareholders.

Branch

1 general manager to be appointed by the parent company.

FZ-LLC

At least 1 manager, director and secretary to be appointed (1 individual may in certain free zones hold the office of a manager, director and secretary).

FZ-Branch

Same as branch.

Dual Licence Branch

Same as branch.

Private limited company

Minimum of at least 1 director (or any greater number provided for by articles), at least 1 of whom is a natural person. The company's articles may require there to be more than 1 director.

Limited liability partnership (LLP)

Not applicable.

Registered UK establishment

Not applicable for this jurisdiction.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

For corporations, at least 1 director is required. Certain states may require a Board chair position and, where the corporation is held by more than 1 shareholder, more than 1 director. Certain states may also require statutory officers such as President, Chief Financial Officer, Treasurer and Secretary. For an LLC, the entity must be managed by the members or managed by a manager appointed in the operating agreement.

Directors (ie, members of the BOM) are only relevant and applicable to JSCs – not LLCs. Under Vietnamese law, a director must satisfy the following conditions:

• Have full capacity for civil acts and not fall into the category of persons not permitted to manage an enterprise as stipulated by law and
• Have professional expertise and experience in business management of the company and not be a shareholder of the company, unless otherwise stipulated in the charter of the company.

Additionally, an independent director might be required to satisfy other special conditions relating to the independence feature.

Regardless of whether a company is JSC, LLC2 or LLC1, an officer (ie, general director or director under Vietnamese law) must satisfy the following requirements:

• Have full capacity for civil acts
• Do not fall into the category of entities not permitted to manage enterprises in accordance with the Law on Enterprises and
• Have professional qualifications and experience in business administration of the company if the charter of the company does not stipulate otherwise.