Other physical presence requirements
Argentina
Not applicable for this jurisdiction.
Australia
Branch
A company’s registered office must not be a PO Box. A company that does not occupy the premises at the address of its registered office must obtain the written consent of the occupier to use the premises as its registered office.
Proprietary company
A company’s registered office must not be a PO Box. If the principal place of business is different to the registered office, the company must notify ASIC of the address of the principal place of business. A company that does not occupy the premises at the address of its registered office must obtain the written consent of the occupier to use the premises as its registered office.
Public company
A company’s registered office must not be a PO Box. If the principal place of business is different to the registered office, the company must notify ASIC of the address of the principal place of business. A company that does not occupy the premises at the address of its registered office must obtain the written consent of the occupier to use the premises as its registered office.
Austria
Stock corporation (AG)
Not applicable for this jurisdiction.
Limited liability company (GmbH)
Not applicable for this jurisdiction.
Bahrain
With Limited Liability (WLL)
No other express provisions.
Closed Shareholding Company (BSC(c))
No other express provisions.
Foreign Branch (Branch)
No other express provisions.
Belgium
Public limited company (société anonyme/naamloze vennootschap)
A company is a tax resident of Belgium if its principal establishment, or place of management is located in Belgium. If a company has it registered office in Belgium it is presumed to be a tax resident of Belgium. This presumption can be rebutted. In order to avoid discussions about the company's tax residence, it is key that the place of management of the company be located in Belgium (ie, substance-over-form approach). The notion and features of a place of management may vary depending on the company's size and activities. As a strict minimum, the key management decisions of the company should be taken in Belgium, which would generally require shareholders' and board meetings at which such decisions are taken, to be held in Belgium.
When examining the physical presence requirements, it is important to also bear in mind the requirements and views held by the relevant foreign tax authorities.
Limited company (société à responsabilité limitée/besloten vennootschap)
A company is a tax resident of Belgium if its principal establishment, or place of management is located in Belgium. If a company’s registered office is in Belgium, it is presumed to be a tax resident of Belgium. This presumption can be rebutted. In order to avoid discussions about the company's tax residence, it is key that that the place of management of the company be located in Belgium (ie, substance-over-form approach). The notion and features of a place of management may vary depending on the company's size and activities. As a strict minimum, the key management decisions of the company should be taken in Belgium, which would generally require shareholders' and board meetings at which such decisions are taken, to be held in Belgium.
When examining the physical presence requirements, it is important to also bear in mind the requirements and views held by the relevant foreign tax authorities.
Belgian branch office of a foreign company
None.
Brazil
Limited liability company (Sociedade Limitada)
A foreign quotaholder (legal entity or an individual) or manager not resident in Brazil must constitute an attorney-in-fact resident in Brazil with powers to receive service of process on its behalf.
The company shall have an accountant responsible for its accounting.
Corporation (Sociedade Anônima)
A shareholder, director or officer not resident in Brazil must constitute an attorney-in-fact resident in Brazil with powers to receive service of process on their behalf.
The corporation shall have an accountant responsible for its accounting.
Canada
Corporate subsidiary (Corporation form rather than flow-through form)
Some provinces and territories require a corporation registered in their jurisdiction to maintain a registered office address in that jurisdiction.
Chile
Not applicable for this jurisdiction.
China
None.
Colombia
All entity types must have a domicile and notification address, a limited liability company must only have a domicile.
Czech Republic
Depending on business activities conducted in Czech Republic. Local office is usually required from a trade licensing perspective.
Denmark
Limited liability company (Kapitalselskab)
Not applicable for this jurisdiction.
Egypt
Corporations
Corporate entities and their branches must have a registered office in Egypt.
Branch
Must have a registered office in Egypt.
RO
Must have a registered office in Egypt.
Finland
Osakeyhtiö (Oy)
Not required.
France
Société par actions simplifiée (SAS)
Not applicable. Management decisions to be taken in France.
Société à responsabilité limitée (SARL)
Not applicable. Management decisions to be taken in France.
Société anonyme (SA)
Not applicable. Management decisions to be taken in France.
Germany
GmbH – limited liability company
None.
Greece
Not applicable for this jurisdiction.
Hong Kong, SAR
Limited private companies
Each Hong Kong company must have a registered office in Hong Kong.
Hungary
Hungarian tax law does not stipulate specific minimum substance requirements for companies, but general anti-avoidance rules are in effect concerning business transactions.
Accordingly, artificial structures that aim, exclusively or mainly, at tax avoidance may be disregarded, and the real substance of such transactions may be considered for taxation purposes especially based on the following anti-avoidance principles:
- A contract, transaction or any other arrangement is assessed by the tax authorities for taxation purposes based on its actual substance (the legal substance of the transaction prevails over its legal form)
- Taxation rights must be exercised properly. Transactions and contracts that aim at tax avoidance are regarded as abuse of rights. In this case, tax liabilities must be assessed as if the parties had not abused rights
- If, in respect to legal relationships affected by international treaties or income generated from such relationships, the available facts or the different interpretation of international treaty rules by the respective countries involve that the income realized from the legal relationship is not taxable in any country, then Hungary does not provide tax exemption in respect to that income.
India
Private limited company
None under the Companies Act, 2013.
Indonesia
Limited liability company
Not applicable for this jurisdiction.
Ireland
Private company limited by shares (LTD)
No other legal requirements, but may be required by the Irish Revenue Authority to register in respect of certain types of tax (eg, required for registration for value-added tax).
External company
No other legal requirements, but may be required by the Irish Revenue Authority to register in respect of certain types of tax (eg, required for registration for value-added tax).
Israel
Company
None required.
Branch / representative office
Not applicable.
Italy
Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)
Not applicable for this jurisdiction.
Japan
Registered branch
None. A representative in Japan's address will be considered the address of the branch if the branch office does not register its own address.
Kabushiki-Kaisha (KK)
None.
Godo-Kaisha (GK)
None.
Luxembourg
Private limited liability company (Société à responsabilité limitée or S.à r.l.)
It is preferable from a corporate perspective that the managers (or at least 1/2 of the managers, if more than one reside or work in Luxembourg.
Public limited liability company (Société anonyme or S.A.)
It is preferable from a corporate perspective that the directors (or at least 1/2 of the directors, if more than one reside or work in Luxembourg.
Special limited partnership (Société en commandite spéciale or SCSp)
It is preferable from a corporate perspective that the manager(s) or managing general partner(s) reside (or work) in Luxembourg.
Malaysia
Not applicable for this jurisdiction.
Mauritius
Not applicable for this jurisdiction.
Mexico
S.A. de C.V.
To obtain its tax registration, an S.A. de C.V. must have a domicile. If, upon incorporation, the S.A. de C.V. does not have one, accountants normally provide theirs.
S. de R.L. de C.V.
To obtain its tax registration, an S. de R.L. de C.V. must have a domicile. If, upon formation, the S. de R.L. de C.V. does not have one, accountants normally provide theirs.
S.A.P.I. de C.V.
To obtain its tax registration, an S.A.P.I. de C.V. must have a domicile. If, upon incorporation, the S.A.P.I. de C.V. does not have one, accountants normally provide theirs.
Netherlands
Branch office
None.
B.V. (private company with limited liability)
None.
Co-operative U.A.
None.
C.V. (a limited partnership)
None.
New Zealand
Limited liability company
Not applicable for New Zealand.
Branch
Not applicable for New Zealand.
Nigeria
Not applicable for this jurisdiction.
Norway
Not applicable for this jurisdiction.
Peru
Not applicable for this jurisdiction.
Philippines
Not applicable for this jurisdiction.
Poland
Not applicable for this jurisdiction.
Portugal
Management decisions must be taken in Portuguese territory. As such, and in order to give tax substance to companies whose directors are mostly located outside of Portugal, companies usually arrange for at least the most relevant management decisions to be taken by means of a physical meeting in the company’s registered office.
Puerto Rico
Corporations
To obtain certain tax registrations, physical presence is required. If, upon incorporation, the corporation does not have a physical address, then accountants, lawyers or the resident agent normally provide their respective address until the corporation secures its owns physical address.
Limited Liability Companies
To obtain certain tax registrations physical presence is required. If, upon incorporation, the LLC does not have a physical address, then accountants, lawyers or the resident agent normally provide their respective address until the LLC secures its own physical address.
Romania
Not applicable for this jurisdiction.
Russia
Joint-stock company (public and non-public)
None beyond the officers required for conducting business.
Limited liability company
None beyond the officers required for conducting business.
Saudi Arabia
Limited liability company
Not applicable for this jurisdiction.
Singapore
Limited liability company
Foreigners who do not have a SingPass or CorpPass must engage a registered filing agent (eg, law firm, accounting firm or corporate secretarial firm) to submit the online application on his or her behalf. Local residents can choose to self-register the company.
South Africa
Every company must continuously maintain a registered office in South Africa.
South Korea
Joint-stock company (Jusik Hoesa)
Actual premises is necessary for business registration.
Limited company (Yuhan Hoesa)
Actual premises is necessary for business registration.
Spain
None. Tax efficiency considerations to be borne in mind.
Sweden
Limited company (aktiebolag, AB)
In the event an AB has no authorized representative (ie, board member, managing director or special company signatory) who is resident in Sweden, the board of directors shall authorize a person who is resident in Sweden to act as the person authorized to receive service of process on behalf of a company.
Trading partnership (handelsbolag, HB)
An HB must have its registered address in Sweden.
Limited partnership (kommanditbolag, KB)
A KB must have its registered address in Sweden.
Branch office (filial, Branch)
If a managing director of a branch is not resident within the EEA, a foreign company must appoint a person resident in Sweden to receive service of process on behalf of a branch.
Switzerland
Stock corporation
Requirement to choose a domicile.
Taiwan, China
None for incorporation.
Thailand
According to interpretation of relevant law by the companies registrar, circular resolutions and proxies/powers of attorney are not acceptable for board meetings, and directors must attend the meetings in person or via electronic meeting.
Electronic meetings are allowed, provided that the conditions specified in the Emergency Decree for Electronic Meetings are complied with and the electronic meetings are transacted via certified teleconference or video conference platforms. For example, attendees must be able to identify themselves before the start of the meeting, the minutes of the meetings must be documented in writing and all electronic data (of every attendee) must be collected.
Turkey
Under Turkish law, a company needs a physical office in Turkey in order to exist and operate.
Ukraine
Limited Liability Company
All registration actions with respect to LLC shall be performed with the registrar who is located within the region of the LLC’s registered address. Company records, such as the statutory books, must also be available for inspection at the registered address.
During martial law and within one month from the date of its termination or cancellation, registration actions with respect to LLC, the legal address of which is the Autonomous Republic of Crimea, Donetsk, Zaporizhzhya, Luhansk, Mykolaiv, Kharkiv, Kherson oblasts or the city of Sevastopol, shall be carried out in other regions of Ukraine.
Private Joint-Stock Company
All registration actions with respect to PJSC shall be performed with the registrar who is located within the region of the registered address. Company records, such as the statutory books, must also be available for inspection at the registered address or in another place determined by the executive body of the PJSC.
United Arab Emirates
UAE LLC
No other express provisions.
Branch
Same as LLC.
FZ-LLC
No other express provisions.
FZ-Branch
Same as FZ-LLC.
Dual Licensee Branch
Same as LLC.
United Kingdom
Private limited company
Must nominate a registered office in the UK to which all communications and notices may be addressed. Certain company records, such as the statutory books, must also be kept available for inspection there. Registered office services can be provided by a third-party provider.
Limited liability partnership (LLP)
Must nominate a registered office to which all communications and notices may be addressed.
Registered UK establishment
Must nominate a service address in the UK to which all communications and notices in respect of the UK establishment must be addressed.
United States
Not applicable for this jurisdiction.
Vietnam
Except for what is provided herein, there are no other physical presence requirements under Vietnamese law.