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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

Nationality or residency requirements for shareholders, directors and officers

Argentina

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.

Australia

Branch

Must have at least one local agent – an Australian company or resident in Australia.

Proprietary company

Must have at least one director who must ordinarily reside in Australia. If a company has one or more company secretaries, at least one of them must ordinarily reside in Australia.

There are no nationality requirements for shareholders, but certain acquisitions of shares by non-Australian persons may require Foreign Investment Review Board approval.

Public company

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

Must have at least one company secretary, one of whom must ordinarily reside in Australia.

There are no nationality requirements for shareholders, but certain acquisitions of shares by non-Australian persons may require Foreign Investment Review Board approval.

Austria

Stock corporation (AG)

In most cases, no, except for certain areas of business (eg, airline businesses where at least 50% of the shares must be held by European shareholders).

Limited liability company (GmbH)

In most cases, no, except for certain areas of business (eg, airline businesses where at least 50% of the shares must be held by European shareholders).

Bahrain

With Limited Liability (WLL)

Nationality restrictions of shareholders are dependent on the business activity of the company. Generally speaking, no nationality restrictions when appointing directors.

Closed Shareholding Company (BSC(c))

Nationality restrictions of shareholders are dependent on the business activity of the company. Generally speaking, no nationality restrictions when appointing directors.

Single Person Company (SPC)

Nationality restrictions of shareholders are dependent on the business activity of the company. Generally speaking, no nationality restrictions when appointing directors.

Foreign Branch (Branch)

Generally speaking, no nationality restrictions when appointing directors.

Belgium

Public limited company (société anonyme/naamloze vennootschap)

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

Should non-Belgian nationals, not having an official residence in Belgium, be appointed as directors, a copy of the identity card or international passport of the directors has to be communicated to the clerk's office of the enterprise court. The following information has to be given to the clerk's office, if it is not mentioned on the copy:

  • Surname
  • First name
  • Place of residence
  • Date of birth
  • Place of birth

In case the directors are not EU nationals and will not officially reside in Belgium, a declaration on honor will be needed

Limited company (société à responsabilité limitée/besloten vennootschap)

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

Should non-Belgian nationals, not having an official residence in Belgium, be appointed as directors, a copy of the identity card or international passport of the directors has to be communicated to the clerk's office of the enterprise court. The following information has to be given to the clerk's office, if it is not mentioned on the copy: surname, first name, place of residence, date of birth, and place of birth.

In case the directors are not EU nationals and will not officially reside in Belgium, a declaration of honor will be needed.

Belgian branch office of a foreign company

Not applicable for this jurisdiction.

Brazil

Limited liability company (Sociedade Limitada)

Under Brazilian Law, all foreign quotaholders (legal entities or individuals) must constitute an attorney-in-fact resident in Brazil with powers to receive service of process on its behalf. Also, the quotaholders must be registered with the Corporate Taxpayer Roll (CNPJ/MF).

As regards the managers of a Sociedade Limitada, they must 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.

Corporation (Sociedade Anônima)

Shareholders and Directors not resident in Brazil shall constitute an attorney-in-fact resident in Brazil with powers to receive service of process on their behalf. Officers 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 officers of a corporation.

Canada

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

Only for directors under some corporate statutes.

Chile

Partners or shareholders may be local or foreign, however, they must be registered as such with the tax authority. 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

None.

Colombia

There are no specific nationality requirements; however, in the incorporation documents, intended partners of a future entity must state their nationality and domicile.

Czech Republic

In most cases, no, except for certain areas of business where for regulatory purposes majority of shares cannot be held by foreigners.

Denmark

Limited liability company (Kapitalselskab)

None of the limited companies are subject to requirements with regards to nationality or addresses of the shareholders, directors, officers or any member of the management

Egypt

Shareholders/quota-holders/founders

  • There are no restrictions on foreign ownership. A company may be wholly owned by foreigners except in the event that the company participates in any activity that is restricted for foreigners by law:
    • A commercial agency which is required to be wholly owned by Egyptians or persons who have held Egyptian nationality for at least 10 years
    • Importation activities for trading purposes whereby 51% of the shareholders must be Egyptians and
    • Acquiring of lands and/or real estate in Sinai whereby the company is required to be wholly owned by Egyptians
  • Security clearance must be obtained for foreign shareholders, quota-holders and founders
  • For foreign companies operating in Sinai and/or acquiring lands/real estate, certain security clearances may be required

Directors and officers

JSC

  • All board members may be non-Egyptians including the chairman and the managing director
  • Security clearance must be obtained for foreign board members
  • Work and residence permits for foreign employees including the board members must be obtained if they will reside and work in Egypt
  • An entity may conduct business while its security clearances are pending. However, and by way of exception, some foreign nationalities (routinely subject to change) require the security clearance to be issued prior to starting the entity’s business. The time required to obtain the security clearance is subject to the discretion of the competent authority after the submission of all requested documents
  • There are some restrictions regarding the appointment of directors of some activities under the Egyptian laws which require the managers to be Egyptians such as importation for trade purposes and commercial agency

LLC

  • A company must be managed by manager(s) appointed by quota-holders whether Egyptians or foreigners
  • Security clearance for a foreign manager(s) must be obtained
  • An entity may conduct business while its security clearances are pending. However, and by way of exception, some foreign nationalities (routinely subject to change) require the security clearance to be issued first prior to starting the entity’s business. The time required to obtain the security clearance is subject to the discretion of the competent authority after the submission of all requested documents
  • Work and residence permits for foreign manager(s) must be obtained
  • There are some restrictions regarding the appointment of directors and some activities under the Egyptian laws require the managers to be Egyptians (eg, importation for trade purposes).

OPC

  • A company must be managed by manager(s) appointed by a founder. Manager does not need to be an Egyptian national
  • Security clearance for foreign manager(s) must be obtained
  • An entity may conduct business while its security clearances are pending. However, and by way of exception, some foreign nationalities (routinely subject to change) require the security clearance to be issued first prior to starting the entity’s business. The time required to obtain the security clearance is subject to the discretion of the competent authority after the submission of all requested documents
  • Work and residence permits for foreign manager(s) and employees must be obtained
  • There are some restrictions regarding the appointment of directors and some activities under the Egyptian laws require the managers to be Egyptians (eg, importation for trade purposes)

Branch

A branch must be managed by a manager(s); manager does not need to be an Egyptian national.

Security clearance must be obtained for foreign manager(s).

Work and residence permits must be obtained for foreign manager(s).

RO

An RO must be managed by a manager(s); manager does not need to be an Egyptian national.

Security clearance must be obtained for foreign manager(s).

Work and residence permits must be obtained for foreign manager(s).

Finland

Osakeyhtiö (Oy)

Shareholders: None.

Directors (unless granted an exemption by the Trade Register): At least one of ordinary member of the board shall be resident within the European Economic Area.

Managing director and possible deputy managing director (unless granted an exemption by the Trade Register): Required to be resident within the European Economic Area.

France

Société par actions simplifiée (SAS)

None.

Société à responsabilité limitée (SARL)

None.

Société anonyme (SA)

None.

Germany

GmbH – limited liability company

None as long as they can easily enter Germany (or obtain easily a Visa).

Greece

Directors, shareholders and officers should have an official work/residence permit if they are non-EU citizens.

Hong Kong

Limited private companies

None, except for the company secretary (see Local corporate secretary requirement).

Hungary

Not applicable for this jurisdiction. It is possible and lawful to establish a wholly foreign owned and managed company.

India

Private limited company

None except for the local director requirement.

Indonesia

Limited liability company

In certain business fields which are closed to foreign investment, all the shareholders must be Indonesian (legal entities or individuals). Shareholders are not subject to any residency requirement.

No Indonesian nationality or residency requirement applies to either directors or commissioners except that the director or other officer handling or responsible for employment matters must be Indonesian.

Ireland

Private company limited by shares (LTD)

At least one director of the company must be resident in the European Economic Area. Alternatively the company may file:

  • Put in place a bond to pay any fines or penalties which may be imposed on the company under the Companies Act 2014 or the Taxes Consolidation Act 1997 or
  • Obtain a certificate from the CRO confirming that the company has a real and continuous link with one or more economic activities in Ireland

 

External company

Not applicable for this jurisdiction.

Israel

Company

None.

Branch / representative office

Required to execute a power of attorney in favor of a person regularly residing in Israel, authorizing him to act in its name.

Italy

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

Not applicable for this jurisdiction.

Japan

Registered branch

At least one representative in Japan must have an address in Japan, but such person does not have to be a Japanese national.

Kabushiki-Kaisha (KK)

None.

Godo-Kaisha (GK)

None.

Luxembourg

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

No nationality or residency requirements for both managers and shareholders from a corporate perspective.

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

No nationality or residency requirements both for directors and shareholders from a corporate perspective.

Special limited partnership (Société en commandite spéciale or SCSp)

No nationality or residency requirements both for managers and partners from a corporate perspective.

Malaysia

At least one director of a private limited company is required to be a resident of Malaysia and have a principal place of residence in Malaysia.

Mexico

S.A. de C.V.

Regarding the shareholders, it depends on the corporate purpose of the entity (certain activities have foreign investment limitations). Regarding directors or officers, there are no specific requirements (except if the corporation grants powers-of-attorney to such directors or officers in which case, to be able to exercise such powers, they are required to have a proper visa).

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

Regarding the partners, it depends on the corporate purpose of the entity (certain activities have foreign investment limitations). Regarding managers or officers, there are no specific requirements (except if the entity grants powers-of-attorney to such directors or officers in which case, to be able to exercise such powers, they are required to have a proper visa).

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

Regarding the shareholders, it depends on the corporate purpose of the entity (certain activities have foreign investment limitations). Regarding directors or officers, there are no specific requirements (except if the corporation grants powers-of-attorney to such directors or officers in which case, to be able to exercise such powers, they are required to have a proper visa).

Netherlands

Branch office

Determined by governing law of the head office.

B.V. (private company with limited liability)

None from a pure legal perspective, however tax substance rules require that at least 50% of the board consist of Dutch tax resident directors.

Co-operative U.A.

None from a pure legal perspective, however tax substance rules require that at least 50% of the board consist of Dutch tax resident directors.

C.V. (a limited partnership)

None.

New Zealand

Limited liability company

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

There are no nationality requirements for shareholders, however, if a company has more than 25% of its shares owned by overseas persons, the company will be considered an "overseas person" and will be subject to the overseas investment office rules. This could restrict its ability to acquire additional businesses, shares or sensitive land.

Note for companies that are listed on NZX, details of directors are publicly available at the Companies Office and the register of shareholders is also available to be searched upon request

Branch

Must have a person authorised to accept service on the branch's behalf in New Zealand. This is often a business professional. 

Norway

Private LLCs

The general manager and at least half of the directors have to

  • Be resident in Norway or
  • Be citizens with residence of an EEC country

Public LLCs

A requirement that the general manager and at least half of the directors have residence in Norway. Equivalent to Norwegian residents are citizens with residence in a country that is party to the EEA Agreement.

Partnerships with liability

No nationality or residency requirements.

Philippines

Not applicable in general.

There are some exceptions:

Subsidiary

  • No more than 15 incorporators. Number of foreigners allowed to be incorporators would depend on the restrictions under the FIA, Philippine Constitution and other relevant laws
  • No more than 15 directors. If business activity is partly nationalized, number of seats for foreigners on the board of directors is measured by a proportion of their present foreign equity to the number of directors as stated in the Articles of Incorporation. Also, the number of their seats should not exceed the proportion of the allowable foreign equity to the number of directors in the Articles of Incorporation in accordance with Anti-Dummy Law
  • Nationality of shareholders depends on the classification of the business entity (partly-nationalized, 100% foreign or reserved for Filipinos)

Partnership

Subject to allowable foreign partners interest under the FINL.

Poland

Not applicable for this jurisdiction.

Portugal

For all types of companies, it should be noted that all members of corporate bodies that are not resident in Portugal for tax purposes must obtain a Portuguese taxpayer number. For EU citizens, this taxpayer number may be obtained directly with the tax administration (in presence or by means of an appointed proxy); non-EU citizens must appoint a Portuguese tax resident representative to handle matters with tax authorities.

Puerto Rico

Corporations

Nonresidents of Puerto Rico and non-US citizens may own stock and serve as directors and officers of a Puerto Rico corporation.

Limited Liability Companies

Nonresidents of Puerto Rico and non-US citizens may own membership interests and serve as managers of a Puerto Rico LLC.

Romania

Not applicable for this jurisdiction.

Russia

Joint-stock company (public and non-public)

None. Though work permit is required for foreign employees (officers, sole executive body). Special requirements for foreign participation in certain types of businesses to be considered (banking, insurance, strategically important sectors etc).

Limited liability company

Special requirements for foreign participation in certain types of businesses to be considered (banking, insurance, strategically important sectors etc).

Saudi Arabia

Limited liability company

The general manager needs to be a resident in the KSA. Directors are not required to be nationals or residents. There are specific requirements regarding the nationality of shareholders in certain activities such as:

  • Trading activities: Saudi partner to own at least 25% of shareholding (unless the foreign investor meets the qualification to set-up a 100% foreign owned trading company)
  • Services/transport Saudi shareholding requirements – bus 30% / metro 25%

  • Property financing projects 40%

  • Communications value added – 30% Saudi shareholding requirement

  • Insurance and reinsurance – 40% Saudi shareholding requirement

  • Engineering design and professional consultancy: Saudi partner to own at least 25% of shareholding

There are certain types of activities that are reserved for Saudi nationals only. The list is issued by SAGIA and amended from time to time.

Singapore

Limited liability company

Shareholders: None.

Directors: Minimum requirement of one director who is ordinarily resident in Singapore.

South Africa

There are no nationality or residency requirements; however, the fact that the directors or shareholders of the company are not residents of South Africa must be declared.

South Korea

Joint-stock company (Jusik Hoesa)

None.

Limited company (Yuhan Hoesa)

None.

Spain

None. Tax efficiency considerations to be borne in mind for directors and officers.

Sweden

Limited company (Sw. aktiebolag, AB)

  • Founder (unless granted an exemption by the SCRO):
    • A natural person domiciled within the European Economic Area
    • A Swedish legal entity or
    • A legal entity which has been formed pursuant to the laws of a state within the European Economic Area and which has its registered office, its head office or its principal place of business within the Area
  • Shareholders:
    • none
  • Directors (unless granted an exemption by the SCRO):
    • Not less than one-half of directors and, where applicable, deputy directors, respectively, must be resident within the European Economic Area
  • Managing director (unless granted an exemption by the SCRO):
    • Required to be resident within the European Economic Area

Trading partnership (Sw. handelsbolag, HB)

There are no nationality or residency requirements in relation to partners.

However, a partner who is not registered in the Swedish population register must submit a certified copy of his or her passport or other official identity document with the application.

If the partner is a foreign legal entity, a certified copy of a certificate of registration must be submitted with the application.

Limited partnership (Sw. kommanditbolag, KB)

  • There are no nationality or residency requirements in relation to partners
  • However, a partner who is not registered in Swedish population register must submit a certified copy of his or her passport or other official identity document with the application
  • If the partner is a foreign legal entity, a certified copy of a certificate of registration must be submitted with the application

Branch office (Sw. filial, Branch)

  • A managing director and, if applicable, any deputy managing directors must be resident within the EEA (unless granted an exemption by the SCRO)

Switzerland

Stock corporation

At least one director or officer with single signatory power or two directors or officers with joint signatory power by two have to be resident in Switzerland.

Taiwan

Company limited by shares

The nationality and residency requirements are exempt; provided that a Mainland Chinese (PRC) national is not permitted to act as the director or supervisor.

Closely-held company limited by shares

The nationality and residency requirements are exempt; provided that a PRC national is not permitted to act as the director or supervisor.

Limited company

The nationality and residency requirements  is exempt; provided that a PRC national is not permitted to act as the director.

Branch office of a foreign company

The nationality and residency requirements are exempt; provided that a PRC national is not permitted to act as the designated agent or branch manager.

Thailand

Private limited company

Unless the company's business is subject to certain specific laws, no nationality or residency requirements for shareholders or directors of the company.

Public limited company

Unless the company's business is subject to certain specific laws, no nationality or residency requirements for shareholders of the company. Board of directors must consist of at least five directors to conduct business of a company, not less than half of directorsmust reside within Thailand.

Partnerships

No nationality or residency requirements for shareholders or directors of the partnership.

Turkey

Not applicable, except for the BOs and sector-specific requirements.

United Arab Emirates

LLC

A UAE national or a company wholly owned by UAE nationals must hold at least 51% of the shares (with the exception of single shareholder companies with GCC ownership and exemptions under FDI). No nationality restrictions when appointing a manager/director/officer.

Branch

Not applicable. No nationality restrictions when appointing a general manager.

FZ-LLC

No nationality restrictions. In most free zones, at least the manager (who is named on the licence of the company) should have a UAE visa issued through the company (although it is not mandatory that he should reside in the UAE but he will need to visit at least once in 6 months to maintain the validity of his visa).

FZ-Branch

Not applicable. In most free zones, the general manager (who is named on the licence of the company) should have a UAE visa issued through the branch (although it is not mandatory that he should reside in the UAE but he will need to visit at least once in 6 months to maintain the validity of his visa).

Dual Licence Branch

Same as Branch.

United Kingdom

Private limited company

None. Requirement that at least one director is a natural person.

Limited liability partnership (LLP)

Not applicable for this jurisdiction.

Registered UK establishment

Not applicable for this jurisdiction.

United States

Not applicable for this jurisdiction.

Vietnam

In general, the company is required to have at least one legal representative residing in Vietnam.

Further, if the company is conducting some conditional business lines (for example, aviation), the nationality or residence of shareholders, directors and officers might be required.