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  • Form of entity

    Corporation (Sociedad Anónima or SA)

    Separate and distinct legal entity. Admits a minimum of two shareholders. Managed by a board of directors who are elected by the stockholders of the corporation.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Separate and distinct legal entity. Admits exclusively one shareholder. SAUs are not allowed to be incorporated or wholly owned by SAUs. Managed by a board of directors who are elected by the only stockholder of the corporation.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Separate and distinct legal entity. Admits one or more shareholders. Managed by a board of directors who are elected by the stockholders. There is an established form of bylaws and public notice that, if used, shall enable the registration of the SAS within 24 hours in the City of Buenos Aires. This new corporate type aims to be more agile and economic alternative, both in its incorporation and in the administration and management. Its incorporation and development are entirely digital.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Separate and distinct legal entity. Admits a minimum of 2 members and a maximum of 50. Managed by a single manager or several managers with full powers who may act individually, or by a Board of Managers acting by majority, appointed by the members.

  • Entity set up

    Corporation (Sociedad Anónima or SA)

    • Two or more shareholders
    • The local management is in charge of a board of directors, which may have at least one member, no maximum number (at least three directors and one alternative director in case the company's capital stock exceeds ARS$50 million). Directors shall last between one and three years in office, as provided in the bylaws. They may be reelected. The majority of the board of directors must be composed of Argentine residents
    • The president of the board is the legal representative of the company
    • Statutory auditor is optional. Mandatory if capital stock exceeds ARS$50 million
    • Typical charter document: bylaws
    • Corporate Books: stock ledger, shareholders' meeting minutes, board of directors' meeting minutes and attendance records book
    • Should cash be paid out as consideration for the stock; only 25% needs to be paid up upfront, and the balance is paid within two years after that. When considerations for the stock are contributions in kind, the stock must be fully paid off at the time of subscription of the shares

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    • Only one shareholder
    • The local management is in charge of a board of directors, which may have at least one member, no maximum number (at least three directors and one alternative director in case the company's capital stock exceeds ARS$50 million). Directors shall last between one and three years in office, as provided in the bylaws. They may be reelected. The majority of the board of directors must be composed of Argentine residents
    • The president of the board is the legal representative of the company
    • Permanent control by government
    • Statutory auditor is mandatory (at least one regular and one alternate statutory auditor)
    • Typical charter document: bylaws
    • Corporate books: stock ledger, shareholders' meeting minutes, board of directors' meeting minutes and attendance records book
    • Capital stock shall be fully paid up upon execution of bylaws
    • SAUs are not allowed to be incorporated or wholly owned by another SAU

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    • One or more shareholders
    • The managers must be individuals, who may be appointed for an indefinite period. At least one director needs to be an Argentinean resident (provided that the Argentinian resident director is the legal representative of the company)
    • Statutory auditor is optional
    • Corporate books: carried by electronic means (stock ledger, minutes and attendance records book)
    • Should cash be paid out as consideration for the stock; only 25% needs to be paid up upfront, and the balance is paid within two years after that. When considerations for the stock are contributions in kind, the stock must be fully paid off at the time of subscription of the shares

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    • Two or more members
    • The local management is in charge of single or several managers with full powers who may act individually, or a board of managers acting by majority. Managers may be appointed for an indefinite term. The majority of the board of managers must be composed of Argentine residents
    • The legal representative of the company can be a single manager. All managers or a president of the board of managers are entitled with full powers
    • Statutory auditor is optional. Mandatory if capital stock exceeds ARS$10 million (at least one regular and one alternate member)
    • Typical charter document: bylaws
    • Corporate books: minutes
    • Should cash be paid out as consideration for the stock; only 25% needs to be paid up upfront, and the balance is paid within two years after that. When considerations for the stock are contributions in kind, the stock must be fully paid off at the time of subscription of the shares.
  • Minimum capital requirement

    Corporation (Sociedad Anónima or SA)

    Minimum capital of SA is ARS$100,000.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Minimum capital of SAU is ARS$100,000.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Minimum capital of SAS shall be twice the national minimum vital and mobile wage established at the time of its incorporation (as of March 2019: ARS$23,800).

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    No minimum capital requirement.

  • Legal liability

    Corporation (Sociedad Anónima or SA)

    Directors must act honestly and in good faith in best interests of the company. Directors can be held personally liable to the company, shareholders and third parties if they fail to comply with their general legal duties or specific duties contained in Argentine Law 19,550.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Directors must act honestly and in good faith in best interests of the company. Directors can be held personally liable to the company, shareholders and third parties if they fail to comply with their general legal duties or specific duties contained in Argentine Law 19,550.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Liability of directors of a corporation under Law 19,550 is applicable to SAS managers. In addition, individuals who are not managers or legal representatives of an SAS, or legal persons acting as managers, are liable in the same way as managers, and their liability will be extended to the acts in which they did not intervene but which they habitually performed.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    In case of SRLs, when articles allow distribution of management powers among individual members of the board of managers, board's liability depends on the individual performance of each manager.

  • Tax presence

    Sociedad Anónima (Corporation) and SRL (LLC)

    An S.A., same as an SRL (LLC), is considered an Argentine resident for tax purposes and is obligated to pay taxes on income obtained worldwide, whether earned within Argentina or abroad. An S.A. may take the sums effectively paid abroad for analogous taxes, for activities carried out abroad as a payment for taxes (within certain limits).

  • Incorporation process

    Corporation (Sociedad Anónima or SA)

    File bylaws for registration with the Public Registry. Starting from April 4, 2018, an "urgent" registration process may be followed to obtain the company's registration and its tax ID within 24 hours, in case no observations are made by the Public Registry in the City of Buenos Aires.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    File bylaws for registration with the Public Registry. Starting from April 4, 2018, an "urgent" registration process may be followed to obtain the company's registration and its tax ID within 24 hours, in case no observations are made by the Public Registry in the City of Buenos Aires.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    File bylaws for registration with the Public Registry. There is an established form of bylaws and public notice that, if used, shall enable the registration of the SAS within 24 hours through digital means in the City of Buenos Aires.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    File bylaws for registration with the Public Registry. An "urgent" registration process may be followed to obtain the company's registration, its tax ID and corporate books within 24 hours, in case no observations are made by the Public Registry in the City of Buenos Aires.

  • Business recognition

    Corporation (Sociedad Anónima or SA)

    Well regarded and widely used.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    This new corporate type was introduced in Argentina in August 2016 pursuant the Argentine Civil and Commercial Code modification and is beginning to be used.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    This new corporate type aims to be more agile and economic alternative, both in its incorporation and in administration and management. Its incorporation and development will entirely be in digital form.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

  • Shareholder meeting requirements

    Corporation (Sociedad Anónima or SA)

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

  • Board of director meeting requirements

    Corporation (Sociedad Anónima or SA)

    The board shall meet at least once every three months.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Periodical meetings of the board are not required.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Periodical meetings of the board are not required.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Periodical meetings of managers are not required.

  • Annual company tax returns

    All corporations must annually file tax returns with federal and state tax authorities.

  • Business registration filing requirements

    Corporation (Sociedad Anónima or SA)

    Initial registration is required, as well as annual filings (financial statements of the company before the Public Registry and the Tax Authority). Every appointment or resignation of directors, change of domicile or bylaws' amendments must be filed with the Public Registry for registration.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Initial registration is required, as well as annual filings (financial statements of the company before the Public Registry and the Tax Authority). Every appointment or resignation of directors, change of domicile or bylaws' amendments must be filed with the Public Registry for registration.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Initial registration is required. SAS doesn't file its financial statements with the Public Registry, but these documents must be filed with the Tax Authority. Every appointment or resignation of directors, change of domicile or bylaws' amendments must be filed with the Public Registry for registration.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Initial registration is required. Only SRLs which capital stock exceeds ARS$50 million shall file their annual financial statements with the Public Registry. However, all SRLs must file their fincancial statements with the tax authorities.

  • Business expansion

    Corporation (Sociedad Anónima or SA)

    No need to change as business expands.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    If the number of shareholders exceeds one, the SAU must convert to an SA or SAS.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    No need to change as business expands.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    If the number of members exceeds 50, the SRL must convert to an SA or SAS.

  • Exit strategy

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

  • Annual corporate maintenance requirements

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

  • Director / officer requirements

    Not applicable for this jurisdiction.

  • Local corporate secretary requirement

    Not applicable for this jurisdiction.

  • Local legal or admin representative requirement

    Not applicable for this jurisdiction.

  • Local office lease requirement

    In some circumstances, the Tax Authority requires evidence of the declared domicile.

  • Other physical presence requirements

    Not applicable for this jurisdiction.

  • Sufficiency of virtual office

    Not applicable for this jurisdiction.

  • Provision of local registered address by law firm or third-party service provider

    A company must provide its registered address. In certain circumstances, a law firm office can provide the registered address until the local entity hires an office. In this case, the company is requested to move its registered office to its new location.

  • Provision of local director or corporate secretary by law firm or third-party service provider

    A company shall provide a local director. In certain circumstances, a law firm may provide a local director service at a monthly rate.

  • Nationality or residency requirements for shareholders, directors and officers

    Corporation (Sociedad Anónima or SA)

    Majority of members of the board need to be Argentinean residents.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Majority of the members of the board need to be Argentinean residents.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    At least one director needs to be Argentinean resident (provided that the Argentinean resident director is the legal representative of the company).

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Majority of the members of the board need to be Argentinean residents.

  • Restrictions regarding appointment of nominee shareholders or directors

    Not applicable for this jurisdiction.

  • Summary of director's, officer's and shareholder's authority and limitations thereof

    Not applicable for this jurisdiction.

  • Public disclosure of identity of directors, officers and shareholders

    Not applicable for this jurisdiction.

  • Minimum and maximum number of directors and shareholders

    Corporation (Sociedad Anónima or SA)

    • Two or more shareholders
    • Board of directors, which must have at least one member, no maximum number requirement (at least three directors and one alternative director in case the company's capital stock exceeds ARS$50 million)

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    • One shareholder
    • Board of directors, which must have at least one member, no maximum number requirement (at least three directors and one alternative director in case the company's capital stock exceeds ARS$50 million)

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    • Two or more members (within a maximum of 50 members)
    • The local management is maintained by a single manager, several managers with full powers who may act individually, or a board of managers acting by majority. Managers may be appointed for an indefinite term
  • Minimum number of shareholders required

    Corporation (Sociedad Anónima or SA)

    At least two or more shareholders.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Only one shareholder is admitted.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    At least one shareholder.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    At least two or more members.

  • Removal of directors or officers

    Removal of directors or managers shall be approved by the shareholders meeting and then registered in the Public Registry.

  • Required and optional officers

    Not applicable for this jurisdiction.

  • Board meeting requirements

    Not applicable for this jurisdiction.

  • Quorum requirements for shareholder and board meetings

    Corporation (Sociedad Anónima or SA)

    The Board makes decisions by a simple majority of directors present at the relevant meeting, with a quorum of an absolute majority of total number of directors, unless the company's articles provide for a higher quorum and majority.

    In case of annual or regular shareholders' meetings, the required quorum shall be constituted by shareholders representing the majority of the voting shares. If quorum is not reached, the meeting can be held at a second call. In this case, the meeting is duly constituted with any number of shareholders present. On the other hand, special meetings require the presence of shareholders representing 60% of the voting shares, unless the articles provide for a higher quorum. If quorum is not reached, the meeting can be held at a second call. In this case, the meeting is duly constituted with the presence of shareholders representing 30% of the voting shares, unless the articles provide otherwise.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    The board makes decisions by a simple majority of directors present at the relevant meeting, with a quorum of an absolute majority of total number of directors, unless the company's articles provide for a higher quorum and majority.

    In the case of shareholders' meeting, quorum is reached if at least one shareholder of the company is present.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Meetings may be held physically or through digital means (video or teleconference). Managers and members may call themselves to hold deliberations, with no need of prior notice. The management body's resolutions are valid as long as all members attend, and the majority as stated in the bylaws approve the agenda. Member's resolutions will be valid, provided that all partners attend and the agenda is passed unanimously.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    The board makes decisions by a simple majority of the managers present at the relevant meeting, with a quorum of an absolute majority of total number of directors, unless the company's articles provide for a higher quorum and majority.

    In case of annual or regular members' meetings, required quorum is constituted by the shareholders representing the majority of the voting shares. If quorum is not reached, meeting can be held at a second call. In this case, the meeting is duly constituted with any number of shareholders present. On the other hand, special meetings require the presence of members representing 60% of voting shares, unless articles provide for a higher quorum. If quorum is not reached, a meeting can be held at a second call. In this case, the meeting is duly constituted with the presence of members representing 30% of voting shares, unless the articles provide otherwise.

  • Must a bank account be opened prior to incorporation, and must the bank account be local?

    Not applicable for this jurisdiction.

  • Auditing of local financials. If so, must the auditor be located in local jurisdiction, and must the company's books be kept locally?

    All companies need to have at least annual financial statements audited. The auditor must be located in Argentina and the company's corporate and accounting books must be kept locally.

  • Requirement regarding par value of stock

    Not applicable for this jurisdiction.

  • Increasing of capitalization if needed

    Not applicable for this jurisdiction.

  • Summary of how funds can be repatriated from your jurisdiction (ie dividends or redemption)

    When approving annual financial statements, shareholders' meeting can resolve to distribute dividends, which will be transferred to respective shareholders.

  • Restrictions on transferability of shares

    Corporation (Sociedad Anónima or SA)

    No restrictions, unless otherwise provided in bylaws. Transfers are reported to the company and recorded in Stock Ledger Book.

    Single-Shareholder Corporation (Sociedad por Acciones Unipersonal or SAU)

    No restrictions, unless otherwise provided in bylaws. Transfers are reported to the company and recorded in  Stock Ledger Book.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    No restrictions, unless otherwise provided in bylaws. Transfers are reported to the company and recorded in Stock Ledger Book.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    No restrictions, unless otherwise provided in bylaws. Transfers shall be reported and registered with the Public Registry of Commerce.

  • Obtaining a name and naming requirements

    Corporate name must contain the type of company it adopted. Name may be reserved before registering the company by paying and filing a form with the Public Registry, in case chosen name is available.

  • Summary of "know your client" requirements

    Not applicable for this jurisdiction.

  • Approval requirements for amending charter document

    Amendments to bylaws in all companies must be approved by shareholders or members' meeting and then filed for registration by the Public Registry.

  • Licenses required to conduct business in jurisdiction

    Not applicable for this jurisdiction.

  • Process of purchasing and utilizing a shelf company

    Not applicable for this jurisdiction.

  • Key contacts
    Martin Mittelman
    Martin Mittelman
    Partner DLA Piper (Argentina) [email protected] T +5411 41145500 View bio
    Antonio Arias
    Antonio Arias
    Partner DLA Piper (Argentina) [email protected] T +5411 4114 5500 View bio

Director / officer requirements

Argentina

Not applicable for this jurisdiction.

Australia

Branch

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

Proprietary company

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

Public company

Must have at least three directors, at least two of whom must ordinarily reside in Australia.

Austria

Stock corporation (AG)

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

Limited liability company (GmbH)

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

Bahrain

With Limited Liability (WLL)

At least one director to be appointed by the shareholders.

Closed Shareholding Company (BSC(c))

At least three directors to be appointed by the shareholder.

Single Person Company (SPC)

At least one director (who also can be the shareholder of the company).

Foreign Branch (Branch)

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

Belgium

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 (employee, director, or shareholder of the legal entity), and he/she will bear the same (civil and criminal) liability as the director/company which he/she represents.

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/legal entity on behalf and for the account of the director/legal entity. The permanent representative should be a natural person (employee, director, or shareholder of the legal entity), and he/she will bear the same (civil and criminal) liability as the director/company which he/she represents. 

Belgian branch office of a foreign company

No directors have to be appointed in the Belgian branch office. However, one or more legal representatives will have to be appointed.

Brazil

Limited liability company (Sociedade Limitada)

A Sociedade Limitada shall have at least one manager, and all of them shall be resident in Brazil, which means that only Brazilian citizens or foreigners resident in Brazil under the status of a permanent visa are allowed to act as managers of a company. 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 two officers are required. Officers shall be individuals resident in Brazil, which means that only Brazilian citizens or foreigners resident in Brazil under the status of a permanent visa are allowed to act as officers of a corporation.

The board of directors shall have at least three 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.

Canada

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% of directors must be resident Canadians.

Chile

Any company must have a representative before the tax authorities who must be Chilean or foreigner but domiciled in the country. This is not applicable to directors and other officers except in the case of certain industries.

China

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

Colombia

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.

Czech Republic

Limited liability company

At least one managing director is required and at least one member of the supervisory board, if formed. A legal entity can become a managing director. A managing director cannot be a member of the supervisory board.

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. A member of supervisory board cannot be simultaneously a member of a management board. In the single-tier governance system, only one statutory director is allowed (individual only). At least three members of the administrative board are required, unless articles of association prescribe otherwise. Chairman of administrative board can serve simultaneously as statutory director.

Denmark

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 one 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 two management systems, which are both structured as a two-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-today 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 and the entrepreneur company can also choose to have a two-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 two 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 the supervisory board must consist of at least three members while the same does not apply to neither the private limited company nor the entrepreneur 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, the majority of the board of directors cannot be members of the executive board and the chairman cannot be members of the executive board.

Egypt

JSC

  • Minimum of three board members appointed by the general assembly for three years. As an exception, the term of the first appointed BoD can be five 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 by-laws

LLC

  • At least one manager is required who is appointed for the first time by the quota-holders by virtue of a decision issued by the general assembly
  • 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 majority of three quarters 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 one manager. A manager does not need to be an Egyptian national.

Finland

Osakeyhtiö (Oy)

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

France

Société par actions simplifiée (SAS)

Shareholders enjoy total freedom to set in the by-laws 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 managing director(s) (Gérant(s)) appointed by the shareholders is/are required. The number of managing directors is freely determined by the by-laws. 

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 an executive board (Directoire) with a supervisory board (Conseil de Surveillance)

Germany

GmbH – limited liability company

Managing directors are required (at least one).

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

Greece

Societe anonyme (S.A.)

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

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

Generally, the BoD consists of three up to fifteen members by law. There is an exception for a S.A. with small annual turnover (category small size entity) where only one director is required.  

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 one 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 one 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.

Hong Kong

Limited private companies

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

Hungary

Basically, any natural person can be appointed as director provided that such person has legal age and his or her legal capacity is not restricted.

A person may not serve as a director, if he or she:

  • was sentenced (by a final court decision) to imprisonment, until the person is deemed relieved from the detrimental consequences related to commited criminal act
  • is barred (by final court decision) from accepting a director (or other executive officer) position
  • is 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 (eg, a Kft.) may also be appointed as managing director (corporate director). In this case a natural person is appointed to represent a corporate director.

India

Private limited company

At least two directors; new company law regulations mandate the appointment of a local director. Consequently recommend three directors, one from India and two from parent company’s location.

Indonesia

Limited liability company

Generally, every company must have at least one director and one commissioner. In certain line of businesses, there is a requirement to have at least two members of the board of directors and the board of commissioners and to have an independent commissioner.

No director or commissioner may within the five years before his or her 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
  • Sentenced for a criminal offense which caused the state to suffer a financial loss or relating to the financial sector

Ireland

Private company limited by shares (LTD)

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

 

External company

Determined by the laws of the jurisdiction of incorporation.

Israel

Company

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

Branch / representative office

Not applicable.

Italy

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

Directors are required.

Officers: Not applicable for this jurisdiction.

Japan

Registered branch

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

Kabushiki-Kaisha (KK)

At least one director is required for every KK. A KK with a board of directors needs to have three or more directors and one 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 JPY 500 million or liabilities of at least JPY 20 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 can also appoint specific members (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 needs to appoint natural person(s) who will execute the business affairs on behalf of such managing member as executive manager(s).

Luxembourg

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. can be organized as a one-tier company, in which case at least three directors are required (individual or legal person). If a legal person is appointed as director, it 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 maximum 6 years (which may be renewed). 

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

An S.A. can also be organized as a two-tier company (ie 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.

Malaysia

  • 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 laws of Malaysia
  • Not disqualified under the Companies Act 2016 and
  • Have not been convicted, whether inside or outside of Malaysia, of any offence
  • Has not been imprisoned for any offences prescribed under the Companies Act 2016 within 5 years immediately preceding his or her appointment

Mexico

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.

Netherlands

Branch office

Determined by governing law of the head office.

B.V. (private company with limited liability)

A BV must have at least one director. Tax substance rules require that at least 50% 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 one 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% 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 one general partner. If so provided for by the partnership agreement, a CV can have a management committee (who are proxy holders granted representation powers by the general partner).

New Zealand

Limited liability company

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

Companies listed on NZX must have at least three directors. There must be at least two directors that are residents in New Zealand and two directors who are independent. 

Branch

Not required to have a local director.

Norway

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 liability

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

Philippines

Generally not applicable.

As an exception in subsidiary there must be:

  • No more than 15 directors, each of whom must own at least one share in the capital stock of the corporation registered in his or her 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.

Poland

Partnerships

A management board may be appointed in a professional partnership. In other partnerships, business is generally managed by partners.

Corporations

Commercial companies are represented by management board members. 

Limited liability company

Appointment of a supervisory board or an audit committee is mandatory only if the share capital exceeds PLN 500,000 and if the company has at least 25 shareholders.

Joint-stock companies

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.

Branches

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

Portugal

Generally, not applicable, though, with regard to directors of joint stock companies, they may not take up employment positions with the company or group companies while being a director.

Puerto Rico

Corporations

  • A corporation must have at least one 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

Romania

Joint stock company (JSC) 

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

Limited liability company (LLC)

Directors can be either legal entities or individuals.

Russia

Joint-stock company (public and non-public)

Board of directors is required (the charter of the 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.

Saudi Arabia

Limited liability company

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

Singapore

Limited liability company 

At least one 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. 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 (eg bankrupts and or persons convicted of offences involving fraud or dishonesty) are disqualified from holding director positions.

South Africa

Private company

It is required that a private company have at least one director.

Public company

It is required that a public company have at least three directors.

External company

Not applicable for this jurisdiction.

South Korea

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 KRW 1 billion is not required to have a board of directors or a statutory auditor).

Limited company (Yuhan Hoesa)

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

Spain

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.

Sweden

Limited company (Sw. 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. He or she must not be declared bankrupt, be prohibited to carry on business or have a guardian.

Trading partnership (Sw. 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, also natural persons must not be declared bankrupt or in any other way be prohibited to carry on business in order to be registered in a HB.

Limited partnership (Sw. 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; also natural persons must not be declared bankrupt or in any other way be prohibited to carry on business in order to be registered in a KB.

Branch office (Sw. 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 him or her 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. 

Switzerland

Stock corporation

If there are several directors, one director has to 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.

Taiwan

Company limited by shares

At least three directors, one supervisor and a chairman of the board are required. If its articles of incorporation so permit, a non-public status company may have only one director acting as the chairman of the company and exercising all functions of the board of directors. Furthermore, if there is only one 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 three directors, one supervisor and a chairman of the board are required. If its articles of incorporation so permit, a CHC may have only one director acting as the chairman of the company and exercising all functions of the board of directors. Furthermore, if there is only one 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 one 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.

Thailand

Private limited company

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

Public limited company

A board of directors must consist of at least five directors of which not less than one-half shall reside in Thailand.

Turkey

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

United Arab Emirates

LLC

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

Branch

One general manager to be appointed by the parent company.

FZ-LLC

At least one manager, director and secretary to be appointed (one 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.

United Kingdom

Private limited company

Minimum of at least one director (or any greater number provided for by articles), at least one of whom is a natural person.

Limited liability partnership (LLP)

Not applicable for this jurisdiction.

Registered UK establishment

Not applicable for this jurisdiction.

United States

For corporations, at least one director is required. Certain states may require a Board chair position and, where the corporation is held by more than one shareholder, more than one 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.

Vietnam

Directors (ie, members of BOD) are only relevant and applicable to JSC (and 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
  • 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 theindependence feature

Regardless of whether a company is JSC, 2M-LLC or 1M-LLC, an officer (ie, general director/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
  • Have professional qualifications and experience in business administration of the company if the charter of the company does not stipulate otherwise