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  • Form of entity

    Corporation (Sociedad Anónima or SA)

    Separate and distinct legal entity. Admits a minimum of 2 shareholders. Managed by a board of directors who are elected by the stockholders of the corporation.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Separate and distinct legal entity. Admits exclusively 1 shareholder. SAUs are not allowed to be incorporated or wholly owned by SAUs. Managed by a board of directors who are elected by the only stockholder of the corporation.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Separate and distinct legal entity. Admits 1 or more shareholders. Managed by a board of directors who are elected by the stockholders. Its incorporation and development are entirely digital.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

    Last modified 18 May 2023

  • Entity set up

    Corporation (Sociedad Anónima or SA)

    • 2 or more shareholders
    • The local management is in charge of a board of directors, which may have at least 1 member with no maximum number (at least 3 directors and 1 alternative director in case the company's capital stock exceeds ARS50 million). Directors shall last between 1 and 3 years in office, as provided in the bylaws. They may be re-elected. The majority of the board of directors must be composed of Argentine residents.
    • The president of the board is the legal representative of the company
    • Statutory auditor is optional. Mandatory if capital stock exceeds ARS50 million
    • Typical charter document: bylaws
    • Corporate Books: stock ledger, shareholders' meeting minutes, board of directors' meeting minutes and attendance records book
    • Should cash be paid out as consideration for the stock: only 25 percent must be paid up front, and the balance is paid within 2 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 1 shareholder
    • The local management is in charge of a board of directors, which may have at least 1 member with no maximum number (at least 3 directors and 1 alternative director in case the company's capital stock exceeds ARS50 million). Directors shall last between 1 and 3 years in office, as provided in the bylaws. They may be re-elected. The majority of the board of directors must be composed of Argentine residents
    • The president of the board is the legal representative of the company
    • Permanent control by government
    • Statutory auditor is mandatory (at least 1 regular and 1 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)

    • 1 or more shareholders
    • The managers must be individuals, who may be appointed for an indefinite period. At least 1 director must be an Argentinean resident (provided that the Argentinian resident director is the legal representative of the company)
    • Statutory auditor is optional
    • Corporate books: carried by electronic means (stock ledger, minutes and attendance records book)
    • Should cash be paid out as consideration for the stock: only 25 percent needs to be paid up front, and the balance is paid within 2 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)

    • 2 or more members
    • The local management is in charge of single or several managers with full powers who may act individually, or a board of managers acting by majority. Managers may be appointed for an indefinite term. The majority of the board of managers must be composed of Argentine residents
    • The legal representative of the company may be a single manager. All managers or a president of the board of managers are entitled with full powers
    • Statutory auditor is optional. Mandatory if capital stock exceeds ARS50 million (at least 1 regular and 1 alternate member)
    • Typical charter document: bylaws
    • Corporate books: manager and quotaholders’ meeting minutes.
    • Should cash be paid out as consideration for the stock: only 25 percent must be paid up front, and the balance is paid within 2 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.

    Last modified 18 May 2023

  • Minimum capital requirement

    Corporation (Sociedad Anónima or SA)

    Minimum capital of SA is ARS100,000.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Minimum capital of SAU is ARS100,000.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Minimum capital of SAS shall be twice the national minimum vital and mobile wage established at the time of its incorporation (as of January 2023: ARS 95,700).

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    No minimum capital requirement.

    Last modified 18 May 2023

  • Legal liability

    Corporation (Sociedad Anónima or SA)

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

    Last modified 18 May 2023

  • Tax presence

    Sociedad Anónima (Corporation) and SRL (LLC)

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

    Last modified 18 May 2023

  • Incorporation process

    Corporation (Sociedad Anónima or SA)

    File bylaws for registration with the Public Registry. An "urgent" registration process may be followed to obtain the company's registration and its tax ID within 20 business days, in case no observations are made by the Public Registry in the City of Buenos Aires.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    File bylaws for registration with the Public Registry. An "urgent" registration process may be followed to obtain the company's registration and its tax ID within 20 business days, in case no observations are made by the Public Registry in the City of Buenos Aires.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    File bylaws for registration with the Public Registry. There is an established form of bylaws and public notice that, if used, shall enable the registration of the SAS within 20 business days through digital means in the City of Buenos Aires.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    File bylaws for registration with the Public Registry. An "urgent" registration process may be followed to obtain the company's registration, its tax ID and corporate books within 20 business days, in case no observations are made by the Public Registry in the City of Buenos Aires.

    Last modified 18 May 2023

  • Business recognition

    Corporation (Sociedad Anónima or SA)

    Well regarded and widely used.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

    Last modified 18 May 2023

  • Shareholder meeting requirements

    Corporation (Sociedad Anónima or SA)

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

    Last modified 18 May 2023

  • Board of director meeting requirements

    Corporation (Sociedad Anónima or SA)

    The board shall meet at least once every 3 months.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Periodical meetings of the board are not required.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Periodical meetings of the board are not required.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Periodical meetings of managers are not required.

    Last modified 18 May 2023

  • Annual company tax returns

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

    Last modified 18 May 2023

  • Business registration filing requirements

    Corporation (Sociedad Anónima or SA)

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Initial registration is required. Only SRLs which capital stock exceeds ARS50 million shall file their annual financial statements with the Public Registry. However, all SRLs must file their financial statements with the tax authorities.

    Last modified 18 May 2023

  • Business expansion

    Corporation (Sociedad Anónima or SA)

    No need to change as business expands.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    If the number of shareholders exceeds 1, the SAU must convert to an SA or SAS.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    No need to change as business expands.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

    Last modified 18 May 2023

  • Exit strategy

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

    Last modified 18 May 2023

  • Annual corporate maintenance requirements

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

    Last modified 18 May 2023

  • Director / officer requirements

    Not applicable for this jurisdiction.

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

    Last modified 18 May 2023

  • Local corporate secretary requirement

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Local legal or admin representative requirement

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Local office lease requirement

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

    Last modified 18 May 2023

  • Other physical presence requirements

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Sufficiency of virtual office

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

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

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

    Last modified 18 May 2023

  • 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.

    Last modified 18 May 2023

  • Nationality or residency requirements for shareholders, directors and officers

    Corporation (Sociedad Anónima or SA)

    Majority of members of the board must be Argentinean residents.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    At least 1 director must be Argentinean resident (provided that the Argentinean resident director is the legal representative of the company).

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

    Last modified 18 May 2023

  • Restrictions regarding appointment of nominee shareholders or directors

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

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

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Public disclosure of identity of directors, officers and shareholders

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Minimum and maximum number of directors and shareholders

    Corporation (Sociedad Anónima or SA)

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

    Last modified 18 May 2023

  • Minimum number of shareholders required

    Corporation (Sociedad Anónima or SA)

    At least 2 or more shareholders.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Only 1 shareholder is admitted.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    At least 1 shareholder.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    At least 1 or more members.

    Last modified 18 May 2023

  • Removal of directors or officers

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

    Last modified 18 May 2023

  • Required and optional officers

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Board meeting requirements

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Quorum requirements for shareholder and board meetings

    Corporation (Sociedad Anónima or SA)

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

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    In the case of shareholders' meeting, quorum is reached if at least 1 shareholder of the company is present.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

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

    Last modified 18 May 2023

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

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

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

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

    Last modified 18 May 2023

  • Requirement regarding par value of stock

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Increasing of capitalization if needed

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

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

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

    Last modified 18 May 2023

  • Restrictions on transferability of shares

    Corporation (Sociedad Anónima or SA)

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

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

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

    Last modified 18 May 2023

  • Obtaining a name and naming requirements

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

    Last modified 18 May 2023

  • Summary of "know your client" requirements

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • 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.

    Last modified 18 May 2023

  • Licenses required to conduct business in jurisdiction

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Process of purchasing and utilizing a shelf company

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

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

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Argentina

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

Last modified 18 May 2023

Australia

Branch

Provision of a local agent by a third-party service provider is allowed, but internal rules or insurance limitations may restrict law firm professionals from taking on this role.

Proprietary company

Allowed, but internal rules or insurance limitations may restrict law firm professionals from taking on this role.

Public company

Allowed, but internal rules or insurance limitations may restrict law firm professionals from taking on this role.

Last modified 18 May 2023

Austria

Stock corporation (AG)

In theory, yes. In practice, hardly ever seen.

Limited liability company (GmbH)

In theory, yes. In practice, hardly ever seen.

Last modified 29 Jun 2022

Bahrain

With Limited Liability (WLL)

Not applicable.

Closed Shareholding Company (BSC(c))

Not applicable.

Foreign Branch (Branch)

Not applicable.

Last modified 18 May 2023

Belgium

Public limited company (société anonyme/naamloze vennootschap)

By a third-party service provider against certain fee.

Limited company (société à responsabilité limitée/besloten vennootschap)

By a third-party service provider.

Belgian branch office of a foreign company

There are no directors or a corporate secretary appointed in a Belgian branch office. Since the legal representative of the Belgian branch office must be able to represent the foreign company in Belgium (for example, by signing agreements), third-party service providers will, based upon our experience, not provide these services.

Last modified 18 May 2023

Brazil

Limited liability company (Sociedade Limitada)

Allowed for incorporation.

Corporation (Sociedade Anônima)

Allowed for incorporation.

Last modified 22 May 2023

Canada

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

Allowed for incorporation, though not common.

Last modified 2 Aug 2023

Chile

Not applicable for this jurisdiction.

Last modified 22 May 2023

China

Generally not allowed for incorporation.

Last modified 22 May 2023

Colombia

Limited liability company (LLC)

Not allowed for incorporation.

Last modified 21 Dec 2022

Czech Republic

No local directors required. Provision of director services by a third-party service provider is common.

Last modified 30 Aug 2023

Denmark

Limited liability company (Kapitalselskab)

There are no requirements as to the presence of directors or employees on their address or in Denmark in general.

By default, all general meetings must be held at the registered office of the limited liability company, unless the articles of association specify that general meetings must or may be held elsewhere – for instance within a specified municipality.

It is not required that general meetings or board meetings are held as physical meetings, as the general meeting and the meeting of the board of directors may pass a resolution on electronic communication.

However, the residential status of the entity might be compromised if none of the meetings are held in Denmark, which can be problematic from a tax perspective. Thus, it may be required that some of the management services are performed effectively from Denmark.

There are no further formal requirements in Denmark for the company's physical presence.

Last modified 22 May 2023

Egypt

Not available in this jurisdiction.

Last modified 30 Aug 2023

Finland

Osakeyhtiö (Oy)

Allowed, but internal rules/insurance limitations may restrict law firm professionals from taking the role of a director. Even though a secretary is not required, law firms typically provide that kind of service.

Last modified 2 Aug 2023

France

Société par actions simplifiée (SAS)

Not applicable.

Société à responsabilité limitée (SARL)

Not applicable.

Société anonyme (SA)

Not applicable.

Last modified 27 Jun 2022

Germany

GmbH – limited liability company

No local directors required as long as it is ensured that the director(s) is/are able to operate and manage the business of the GmbH primarily from Germany.

Last modified 22 May 2023

Greece

Not applicable for this jurisdiction.

Last modified 30 Aug 2023

Hong Kong, SAR

Limited private companies

Allowed. Starting from March 1, 2018, company service providers are required to apply for a Trust or Company Service Provider License from the Registrar of Companies.

Last modified 22 May 2023

Hungary

There are third-party service providers that offer corporate secretarial services, including:

  • Directorship services to non-trading entities, including management services by rendering 1 or more individuals who act as director
  • Holding shareholder meetings
  • Preparing documentation annual filing
  • Ensuring that statutory books are in order and
  • Assistance during dissolution.

Last modified 4 Aug 2023

India

Private limited company

Allowed for incorporation. However, considering the liability that could fall on the local directors, provision of local director by law firm or third-party service providers is based on references and on a case-to-case basis.

Last modified 22 May 2023

Indonesia

Limited liability company

There is no specific prohibition against a local director or corporate secretary being provided by a third-party service provider. Please note however, that a corporate secretary is not legally required, unless it is a publicly listed company.

Last modified 18 May 2023

Ireland

Private company limited by shares (LTD)

Permitted.

 

External company

Permitted.

Last modified 23 May 2023

Israel

Company

Allowed.

Branch / representative office

Not applicable. 

Last modified 23 May 2023

Italy

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

Not allowed.

Last modified 23 May 2023

Japan

Registered branch

Allowed for registration.

Kabushiki-Kaisha (KK)

Allowed for incorporation.

Godo-Kaisha (GK)

Allowed for incorporation.

Last modified 13 Jun 2021

Luxembourg

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

Corporate services providers may provide Luxembourg resident managers.

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

Corporate services providers may provide Luxembourg resident managers.

Special limited partnership (Société en commandite spéciale or SCSp)

Corporate services providers may provide Luxembourg resident managers.

Last modified 7 Aug 2023

Malaysia

Corporate secretary is required to be a resident of Malaysia and have a principal place of residence in Malaysia.

Last modified 30 Aug 2023

Mauritius

These services are provided by some law firms and there are third-party service providers which offer company secretarial services. For Global Business Corporations and Authorized Companies, the company secretary must be a management company duly licensed by the FSC.

Last modified 24 May 2023

Mexico

S.A. de C.V.

Permitted; usually common.

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

Permitted; usually common.

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

Permitted; usually common.

Last modified 7 Aug 2023

Netherlands

Branch office

Allowed and commonly provided by Dutch trust companies. Law firms in the Netherlands are not allowed to provide these services.

B.V. (private company with limited liability)

Allowed and commonly provided by Dutch trust companies. Law firms in the Netherlands are not allowed to do so.

Co-operative U.A.

Allowed and commonly provided by Dutch trust companies. Law firms in the Netherlands are not allowed to do so.

C.V. (a limited partnership)

Allowed – however, not commonly provided for Dutch CVs.

Last modified 25 May 2023

New Zealand

Limited liability company

Allowed (but internal rules and insurance limitations may restrict law firm professionals from taking on this role).

Branch

Provision of a local agent by a third-party service provider is allowed (but internal rules/insurance limitations may restrict law firm professionals from taking on this role).

Last modified 2 Aug 2023

Nigeria

This is permitted for Law firms duly registered locally to practice in Nigeria and meet the requirements for appointment as directors in Nigeria. Third-party service providers, on the other hand, are also permitted to provide local director or Company Secretary services where they meet the qualifications for the office of a Director and Company secretary in Nigeria.

Last modified 2 Aug 2023

Norway

Not applicable for this jurisdiction.

Last modified 18 May 2023

Peru

Not applicable for this jurisdiction.

Last modified 7 Aug 2023

Philippines

Generally not applicable. Exception is a subsidiary and OPC where there is no prohibition.

Last modified 25 May 2023

Poland

Relevant services are available on the market, most readily for limited liability and joint-stock companies.

Last modified 27 Jun 2022

Portugal

Local directors are not a legal requirement. Law firms usually do not provide for local directors, although some 3rd-party service providers do. Corporate secretary is not a common practice, but both law firms and 3rd-party service providers are able to provide this as a service.

Last modified 2 Aug 2023

Puerto Rico

Corporations

Permitted.

Limited Liability Companies

Permitted.

Last modified 7 Sep 2023

Romania

Not applicable for this jurisdiction.

Last modified 25 May 2023

Russia

Joint-stock company (public and non-public)

A commonly used practice applied by multinationals is to avoid outsourcing.

However, local director or corporate secretary outsourcing is not restricted by Russian law and is at times practiced in relation to small and medium-sized businesses.

Limited liability company

A commonly used practice applied by multinationals is to avoid outsourcing.

Last modified 27 Jun 2022

Saudi Arabia

Limited liability company

Use of local law firm for incorporation is common. Companies usually conduct their own secretarial functions once established.

Last modified 25 May 2023

Singapore

Limited liability company 

May be obtained from law firms or third-party service providers subject to certain criteria.

Last modified 28 Jun 2022

South Africa

These services are provided by some law firms and there are other party service providers who offer company secretarial services.

Last modified 30 May 2023

South Korea

Joint-stock company (Jusik Hoesa)

None.

Limited company (Yuhan Hoesa)

None.

Last modified 18 May 2023

Spain

Allowed except for branches (which do not have directors). Provision of local director is possible but uncommon. Provision of local secretary is standard and widely used.

Last modified 7 Aug 2023

Sweden

Local directors for an AB can be provided by a third-party service provider.

Last modified 31 May 2023

Switzerland

Stock corporation

No restrictions regarding the provision of local director or corporate secretary by law firm or third-party service provider.

Last modified 31 May 2023

Taiwan, China

Permitted but seldom used – there is no need to have a corporate secretary.

Last modified 7 Aug 2023

Thailand

Director

Applicable subject to internal policy of such law firm or third-party service provider.

Corporate secretary

Applicable and widely used.

Last modified 31 May 2023

Turkey

Not applicable, apart from the sector-specific requirements.

Last modified 31 May 2023

Ukraine

Limited Liability Company

It is a common practice, which, however, is not specifically regulated by law.

Private Joint-Stock Company

Not common for JSCs, which usually are operating businesses. May be used by dormant JSCs or with minimal operations.

Last modified 14 Dec 2022

United Arab Emirates

LLC

No express provision.

Branch

Not applicable for this jurisdiction.

FZ-LLC

No express provision.

FZ-Branch

Not applicable for this jurisdiction.

Dual Licensee Branch

Not applicable for this jurisdiction.

Last modified 7 Sep 2023

United Kingdom

Private limited company

Permitted. Requirement that at least 1 director is a natural person.

Limited liability partnership (LLP)

Not applicable.

Registered UK establishment

Permitted.

Last modified 31 May 2023

United States

Yes, this is allowed.

Last modified 28 Jun 2022

Vietnam

Such a service is not officially recognized by Vietnamese law.

Last modified 31 May 2023

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