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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

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

Argentina

Not applicable for this jurisdiction.

Australia

Branch

A local agent is answerable for the doing of all acts, matters and things that the foreign company is required by or under the Corporations Act to do.

Proprietary company

Board of directors has overall management responsibility. Shareholders have no direct management rights but can appoint and remove directors and may be required to approve certain corporate actions (eg, a selective share buyback).

Public company

Board of directors has overall management responsibility. Shareholders have no direct management rights but can appoint and remove directors and shareholders may be required to approve certain corporate actions and significant transactions.

Austria

Stock corporation (AG)

Members of the management board are elected by the supervisory board and are the highest authority in the management of the corporation. Members of the management board may only be dismissed for certain reasons, ie inability to manage, vote against a member of the management board by the shareholders' meeting or for important reason. Members of the management board must not be given orders by shareholders, and (in case such orders are given) they must be ignored.

Limited liability company (GmbH)

Managing directors are elected by the shareholders' meeting and are the highest authority in the management of the corporation. Managing directors may be dismissed at any time, without stating any reasons (irrespective of any employment agreement). Managing directors can be given orders, and they are required to obey such orders (unless in conflict with laws).

Bahrain

With Limited Liability (WLL)

Directors are appointed by shareholders. Directors have an overall management responsibility. Shareholders have no direct management rights but can appoint and remove directors. Shareholders may be required to approve certain corporate actions and significant transactions.

Closed Shareholding Company (BSC(c))

Directors are appointed by shareholders. Directors have an overall management responsibility. Shareholders have no direct management rights, but can appoint and remove directors. Shareholders may be required to approve certain corporate actions and significant transactions.

Single Person Company (SPC)

Directors are appointed by the sole shareholder. Directors have an overall management responsibility. The sole shareholder has no direct management rights but can appoint and remove directors. The sole shareholder may be required to approve certain corporate actions and significant transactions.

Foreign Branch (Branch)

Directors are appointed by the parent company. Directors have an overall management responsibility.

Belgium

Public limited company (société anonyme/naamloze vennootschap)

When it comes to the representation of the public limited company vis-à-vis third parties, Belgian company law provides that in the monistic board structure with a board of directors, the directors of a public limited company represent the public limited company as a board, ie, by the majority of the board members. The possibility exists, however, to include certain deviating representation rules in the public limited company's articles of association (eg, representation by two directors).

In the dualistic board structure it is the executive board which represents the public limited company vis-à-vis third parties. The possibility exists, however, to include certain deviating representation rules in the public limited company's articles of association (eg, representation by two members of the executive board).

Shareholders have no authority to represent the public limited company.

Limited company (société à responsabilité limitée/besloten vennootschap)

When it comes to the representation of the limited company vis-à-vis third parties, Belgian company law provides that each director, or in case of a collegial board of directors, the board, represents the limited company vis-à-vis third parties. It is, however, possible to include certain deviating representation rules in the limited company's articles of association.

Shareholders have no authority to represent the closed limited liability company.

Belgian branch office of a foreign company

The legal representative will have the authority to represent the foreign company in Belgium. In the resolution of the competent corporate body of the foreign company, his authority may be limited.

Brazil

Limited liability company (Sociedade Limitada)

The managers are elected by the quotaholders and are responsible for the day-to-day management of the company's business. The managers are also responsible for representing the company before third parties, in accordance with the provisions of the articles of organization.

The articles of organization may set up certain limitations to the powers of the managers and keep major decisions to the approval of the quotaholders.

Corporation (Sociedade Anônima)

Directors are elected by the shareholders and are part of a decision making body of the corporation which establishes broad policies and objectives. In contrast, officers are appointed by the directors to oversee day-to-day operations of the corporation. In case the corporation does not have a board of directors, the officers are elected by the shareholders' meeting and have full authority.

The law establishes certain matters that shall be decided exclusively by the shareholders. The bylaws (and/or a shareholders' agreement) may create additional limitations to the powers of the directors and officers.

Canada

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

Directors are elected by the shareholders and are the highest authority in the management of the corporation, and govern the organization by establishing broad policies and objectives. In contrast, officers are appointed by the directors to oversee day-to-day operations of the corporation. Shareholders may adopt a unanimous shareholders agreement to restrict powers of directors.

Chile

Not applicable for this jurisdiction.

China

Directors are appointed by shareholders and are responsible for the management of a company and govern the organization by establishing broad policies and objectives. In contrast, general manager is appointed by directors to oversee day-to-day operations of a company.

Colombia

General partnership (Sociedad Colectiva)

The partnership board is composed by all the partners of the company. It is the highest corporate body and can designate officers, legal representatives, statutory auditors and any other position. Some decisions must be unanimously agreed by the partners, such as authorizing total or partial assignment of participation in the company, but generally, majority is simple. Partners also hold a veto right with which they can oppose any proposal, and such opposition suspends the proposed activity or project until majority vote is obtained.

Limited partnership (Sociedad en Comandita Simple y por Acciones)

The partnership board is composed by all the partners of the company. It is the highest corporate body and can designate officers, legal representatives, statutory auditors and any other position. Decisions are adopted by the majority of managing partners, and the vote of a plural number of limited partners or share limited partners, depending on the case, that compose at least half of the company's capital. Decisions regarding management can only be taken by the managing partners.

Limited liability company (Sociedad de Responsabilidad Limitada)

The partnership board is composed by all the partners of the company. It is the highest corporate body and can designate officers, legal representatives, statutory auditors and any other position. Most decisions must be taken by the majority of the partners. Bylaw reforms must have the positive vote of 70% of the partners.

Corporation (Sociedad Anónima)

The shareholders general assembly is the highest corporate body and can designate offices, determine economic policies of the company and distribute profits. The board of directors is the highest management corporate body, a legal representative designated by the board of directors that permanently represents the company and a statutory auditor.

Simplified Stock company (Sociedad por Acciones Simplificada)

The shareholders general assembly is the highest corporate body, and the company must have a legal representative. Shareholders can designate a board of directors if they wish to and a statutory auditor. The shareholders general assembly is in charge of approving the company's financial statements, designating officers, managing the company and general activities.

Czech Republic

Limited liability company

Managing directors are elected by shareholders' meeting and are the highest authority in management of a corporation. Managing directors may be dismissed at any time, without stating any reasons (irrespective of any employment agreement). Managing directors can request an order on business management from shareholders, however must always act with due care.

Managing directors represent a company towards third parties and run the company. Their authorisation has unlimited external legal effect and, thus, even binds the company if internal restrictions of their representational powers are violated.

Joint stock company

Members of management board are elected by shareholders and are the highest authority in the management of a corporation. Members of management board may be dismissed at any time, without stating any reasons. Members of management board can request an order from shareholders on business management, however must always act with due care.

Denmark

Limited liability company (Kapitalselskab)

The executive board carries out the day-to-day management.

If the company has a board of directors, the board of directors is responsible for the overall management of the company and appoints and supervises the directors. If the company has a supervisory board, this board supervises the directors of the company.

A public limited company needs to have either a board of directors or a supervisory board. It is by far most common for a public limited company to have a board of directors.

Egypt

Corporations

JSC's chairman, vice- chairman, managing director and, in case of LLCs and OPCs, their respective manager(s), shall represent and manage the company.

JSC

The Companies Law and AoA may reserve certain powers to the general assembly meeting, such as approving the financial statements, appointment and resignation of board members and amending AoA. All other powers, unless otherwise required by law, will be attributed to the BoD.

LLC

The Companies Law and AoI may reserve certain powers to the general assembly meeting, such as approving the financial statements, appointment and removal of managers, and amending of AoI.

Unless otherwise required by applicable law, all other powers will be attributed to managers.

OPC

Founder of an OPC reserves all powers of a general assembly meeting and may appoint and remove manager(s).

Branch

Manager(s) represent a branch and run it under supervision and guidance of foreign-based company and in accordance with applicable Egyptian Law.

RO

Manager(s) represent the RO and operate it under supervision and guidance of a parent company and in accordance with applicable Egyptian Law.

Finland

Osakeyhtiö (Oy)

Directors of the board are elected by the shareholders and are the highest authority in the management of the Oy; they govern the organization by establishing broad policies and objectives. A managing director is appointed by directors to manage the day-to-day operations of the Oy. Board of directors issues instructions regarding allocation of work between the board of directors and the managing director. The managing director is always authorized to represent the company and sign documents on its behalf in matters related to the day-to-day management of the company.

France

Société par actions simplifiée (SAS)

The president is the highest authority in the management of the SAS, and govern the organization by establishing broad policies, objectives and oversee day-to-day operations of the SAS.

Société à responsabilité limitée (SARL)

Managing director is appointed by the vote of shareholders holding more than half of the shares. He has the broadest powers to act in the SARL's interests, subject to powers that may be expressly attributed to the shareholders.

Société anonyme (SA)

Board of directors: The managing director (ie, CEO or Directeur Général) has broadest powers to act in the SA's interests, with full authority to manage the SA and represent it vis-à-vis third parties.

Executive board and supervisory board: The executive board is vested with full authority to manage the SA. In principle, the chairman of the executive board represents the company vis-à-vis third parties.

Germany

GmbH – limited liability company

Internally, the shareholders are the predominant organ. They can issue binding instructions to the directors to carry out certain actions, decide on rules of procedure and/or the basic direction of the business. The articles of association define the authority and the limitations, as long as legally allowed (ie, there needs to be a core competency for the managing directors). A number of actions are mandatory managing directors' responsibilities (such as filing for insolvency).

The managing directors represent the company vis-à-vis third parties and run the company. Their power of attorney has unlimited external legal effect, and, thus, even binds the company if internal restrictions of their representational powers are violated.

Greece

Directors represent a company and act in its name in all activities that are covered by the company's scope and provided within AoA.

Hong Kong

Limited private companies

Directors are appointed by the shareholders or the board (if permitted by the Articles of Association) and board of director is the highest authority in the management of the corporation, and govern the organization by establishing broad policies and objectives. In contrast, officers may be appointed by the directors to oversee day-to-day operations of the corporation.

Hungary

General meeting of shareholders/quotaholders of a corporate entity is the primary decision making body of a corporate entity, deciding on major strategic issues (eg, amendment of articles of association, increasing/decreasing registered capital, approving financial statements, dividend payment, transformation, dissolution of a corporate entity, etc.) and personal matters (eg, appointing and recalling directors/managing directors) of a corporate entity.

Directors/managing directors are appointed and by the shareholders/quotaholders of a corporate entity and they run the day-to-day operations. Directors/managing directors are entitled to represent/act on behalf of a corporate entity vis-à-vis third parties.

Limitation of the right of representation of directors/managing directors is possible by applying co-signature, where only the joint acts of 2 directors/managing directors will bind a corporate entity.

A representation right of a director/managing director may further be limited in articles of association (eg, certain acts require approval of shareholders'/quotaholders' meeting). However, such limitations are not effective vis-à-vis third parties, ie, acts of a director/managing director will bind the corporate entity regardless of limitations, but a director/managing director may be liable vis-à-vis the corporate entity for a breach of limitations.

India

Private limited company

Directors are elected by the shareholders and are the highest authority in the management of the company, and govern the organization by establishing broad policies and objectives. In contrast, officers are appointed by the directors to oversee day-to-day operations of the company. Directors are personally liable for breach of fiduciary duty, ultra vires acts, negligence, mala fide acts, breach of statutory duties.

Indonesia

Limited liability company

Members of the board of directors and board of commissioners are appointed and dismissed by the general meeting of shareholders. The board of directors is responsible for making business decisions, overseeing the general affairs and running the day-to-day operations of the company and is supervised by the board of commissioners. Limitations on the authorities of the board of directors can be stipulated in the articles of association.

Ireland

Private company limited by shares (LTD)

Authority for management of the company's affairs is typically delegated collectively to the board of directors in the constitution with certain fundamental decisions relating to the company being reserved for the shareholders (for example, changes to the company's constitution).

 

External company

Determined by the laws of the jurisdiction of incorporation.

Israel

Company

Directors are elected by the shareholders and are the highest authority in the management of the company, and govern the organization by establishing broad policies and objectives. In contrast, the general manager is appointed by the directors to oversee day-to-day operations of the company.

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.)

Directors are elected by the quotaholders and are the highest authority in the management of the company. A S.r.l. can be managed by:

  • A sole director
  • A board of directors, composed by two or more members
  • Two or more directors acting jointly or severally

Directors can also be quotaholders.

The directors are jointly liable towards the company for damages arising from the failed observance of their duties, imposed by law and by the deed of incorporation for the management of the company. However, directors proving  to be not in fault and having opposed to that specific transaction to be carried out, are deemed as not liable.

The remuneration for their office is not mandatory.

Società per azioni (S.p.A.)

The joint stock company is managed by ad administrative body, appointed by the shareholder's meeting (except for the first directors, who are appointed in the Deed of Incorporation)

It is possible to choose among:

  • A sole director
  • A Board of Directors
  • Two or more directors with several powers

The directors must fulfil their duties, in accordance with the provisions set forth by the law and the articles of associations, and with the diligence required by the type of appointment and their specific competences. They are jointly liable towards the company with respect to the damages arising from the non-fulfilment of such duties, provided that they are not specific powers of the executive committee or they are concrete functions exercised by one or more directors. They are jointly liable if, being aware of negative facts, they did not what they could to prevent the carrying out of such facts or to eliminate or mitigate the harmful consequences thereof. The directors of a joint stock company are also liable towards company's creditors for the failed compliance with the obligations concerning the assets' integrity.

The remuneration for their office is not mandatory.

Japan

Registered branch

Depends on the governing law of the foreign company. No relevant provisions under Japanese law.

Kabushiki-Kaisha (KK)

Directors are the highest authority in the management structure of a KK and govern the organization.

Godo-Kaisha (GK)

Normally, members execute the business of a GK and such members represent the GK. A GK can also appoint specific members (managing members) who execute the business. In this case, only the managing members represent the GK.

Luxembourg

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

The managers may carry out all acts necessary or useful to achieve the corporate purpose, except those reserved by law or the articles of association to the shareholders.

A manager acting alone or the managers acting together (as provided in the articles of association, if more than one), represent the company towards third parties.

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

The sole director of the board of directors, as the case may be, may carry out all acts necessary or useful to achieve the corporate purpose, except those reserved by law or the articles of association to the shareholders.

The sole director or the board of directors, as the case may be, represent the company towards third parties and in court.

Special limited partnership (Société en commandite spéciale or SCSp)

Unless otherwise provided in the limited partnership agreement, each manager of the SCSp may carry out all acts necessary or useful to achieve the corporate purpose, except those reserved by law or the articles of association to the partners.

Each manager represents the SCSp towards third parties and before any courts.

Malaysia

Not applicable for this jurisdiction.

 

Mexico

S.A. de C.V.

The board of directors (as an organ, not the members individually) is elected by the shareholders and is the highest authority in the management of the corporation, governing the organization by establishing policies and objectives, provided that any shareholder or group of shareholders holding more than 25% of the capital stock shall have the right to appoint a director.

In contrast, officers are appointed by the board of directors or the shareholders to oversee day-to-day operations of the corporation.

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

The board of managers (as an organ, not the members individually) is elected by the partners and is the highest authority in the management of the entity, governing the organization by establishing policies and objectives. In contrast, officers are appointed by the board of managers or the partners to oversee day-to-day operations of the corporation.

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

The board of directors (as an organ, not the members individually) is elected by the shareholders and is the highest authority in the management of the corporation, governing the organization by establishing policies and objectives, provided that any shareholder or group of shareholders holding more than 10% of the capital stock shall have the right to appoint a director.

In contrast, officers are appointed by the board of directors or the shareholders to oversee day-to-day operations of the corporation.

Netherlands

Branch office

Determined by governing law of the head office.

B.V. (private company with limited liability)

Directors are elected by the shareholders meeting and the board of directors is responsible for making major business decisions, overseeing the general affairs and running the day-to-day operations of the BV. The directors of the BV have collective powers and responsibilities, they share responsibility for all decisions and acts of the board and for the acts of each individual director. If the board of directors has appointed any proxy holders (officers), their authority to represent the BV is limited by the content of the powers granted to them.

Co-operative U.A.

Board members are elected by the meeting of members and the management board is responsible for making major business decisions, overseeing the general affairs and running the day-to-day operations of the Co-operative. The board members of the Co-operative have collective powers and responsibilities, they share responsibility for all decisions and acts of the board and for the acts of each individual board member. If the management board has appointed any proxy holders (officers), their authority to represent the Co-operative is limited by the content of the powers granted to them.

C.V. (a limited partnership)

The general partner is responsible for making major business decisions, overseeing the general affairs and running the day-to-day operations of the CV. The partnership agreement can provide for the possibility that the partners elect a management committee, which will manage the day-to-day business activities of the CV and carry out the business and activities of the CV on behalf of the general partner in accordance with the power granted to them by the general partner.

New Zealand

Limited liability company

Board of directors has overall management responsibility. Shareholders have no direct management rights but can appoint and remove directors and may be required to approve certain corporate actions (eg, major transactions, the issue of shares where shareholders have pre-emptive rights, share buy-backs and the revocation/adoption of a constitution). If a non-director shareholder is involved in the management and governance of the company, they can be considered a "deemed director."

Branch

No liability in New Zealand for person authorised to accept service on branch's behalf. 

Norway

Private LLCs and public LLCs

  • Director's authority consist of managing the company. The board of directors shall ensure a proper organization of the business and draw up plans, guidelines and budgets for the company's business. The board of directors shall keep itself informed of the company's financial position and is obliged to ensure that its activities, accounts and capital management are subject to adequate control. The board of directors shall effectuate any inspections they consider necessary. The board of directors shall supervise the day-to-day management and may issue instructions to the general manager. If the company does not have a general manager, the chairperson is responsible for the day-to-day management of the company as well.
  • The general manager's authority consist of the responsibility for the day-to-day management. The manager shall comply with the guidelines and instructions issued by the board of directors. The day-to-day management does not comprise matters of an unusual kind or major importance. The general manager shall ensure that the company's accounts are in accordance with statutory law and regulations, and that the capital management is properly organized.
  • The shareholder's authority consist of exercising the supreme authority in the company through the general meeting. The authority can only be exercised through a summoned general meeting and is superior to all other corporate bodies.  The general meeting can pass decisions inn all matters, except when authority is assigned to another body through law.

Partnerships with liability

  • If a board of directors is appointed, the director's authority consist of managing the company. The board of directors shall ensure a proper organization of the business and draw up plans, guidelines and budgets for the company's business. The board of directors shall keep itself informed of the company's financial position and is obliged to ensure that its activities, accounts and capital management are subject to adequate control. The board of directors shall effectuate any inspections they consider necessary. The board of directors shall supervise the day-to-day management and may issue instructions for the general manager. 
  • The general manager's authority consist of the responsibility for the day-to-day management. The manager shall comply with the guidelines and instructions issued by the board of directors. The day-to-day management does not comprise matters of an unusual kind or major importance. The general manager may decide matters under authorization from the board of directors in each case or whenever the board of directors' decision cannot be awaited without major inconvenience to the company. The general manager shall ensure that the company's accounts are in accordance with statutory law and regulations, and that the capital management is properly organized.
  • The partner's authority consist of exercising the supreme authority in the company through the partnership meeting. The authority can only be exercised through a summoned partnership meeting.  The partnership meeting is superior to all other corporate bodies.  The partnership meeting can pass resolutions inn all matters, except when authority is assigned to another body through law.

The summary of authority and limitations is not exhaustive.

Philippines

Generally not applicable.

Exception is a subsidiary where directors exercise all corporate powers, conduct all business and control all property of the corporation. Officers exercise powers granted to them by law and the corporation's by-laws. Their acts are limited by instances when approval and/or ratification of the stockholders is necessary as provided by the Revised Corporation Code of the Philippines (ie, to amend articles of incorporation and by-laws, extend/shorten corporate term, increase/decrease capital stock, declaration of stock dividends, etc.).

Poland

Partnerships

Partnerships are represented by their partners with possible modifications. Professional partnerships may appoint a management board.

Corporations

In commercial companies, management board members represent the company and manage its affairs, whether in court or out of court. These rights may be limited only by law, the articles of association (statutes) and resolutions of shareholders. Shareholders have equal rights and equal obligations in the company, unless applicable laws or the company's articles of association (statutes) provide otherwise.

Under the articles of association (statutes), personal rights may be conferred upon an individual shareholder. Such rights may include the authorization to appoint or remove members of the management board or the supervisory board, or the entitlement to receive special pay-outs from the company.

Portugal

Not applicable for this jurisdiction.

Puerto Rico

Corporations

Directors

The board of directors controls the business of the corporation, in the manner and to the extent set forth in the articles of incorporation and bylaws. Some basic board functions include selecting officers, controlling executive compensation, delegating administrative authority to a committee, determining dividend payments and supervising the welfare of the whole enterprise. The directors possess this authority without consulting with or obtaining the consent of the shareholders. However, the directors' powers extend only to the ordinary and regular business of the corporation. The directors do not have unlimited power to deal with property and affairs of a corporation; instead, their powers are conferred so that the corporation's business can be transacted for the profit of the shareholders. Similarly, the directors' authority does not extend to changes of a fundamental character in the corporation.

Officers

Officers are responsible for the management and day-to-day operations of a corporation, and are appointed by the board. Generally, the officers of a corporation are enumerated in its bylaws and include a president, vice-president, secretary, treasurer and sometimes others. The president is responsible for the overall day-to-day activities of the corporation (some of which are often delegated to other officers).

The president signs major contracts, stock certificates and other legal documents, as required. The president acts under the direction of the board.

The treasurer is responsible for the financial matters of the corporation. The treasurer is the only officer, absent express contrary provision in the bylaws or charter documents, to receive and keep funds of the corporation and is bound to disburse the funds only under the orders of the board or other officers in charge of the corporate business.

The secretary is charged with maintaining the corporate records of the corporation and preparing minutes of board and shareholder meetings. The secretary may also be required to provide certification for banks or other financial institutions and may also be required to provide requested copies of corporate documents.

Shareholders

As a general rule, shareholders are not permitted to act on behalf of the corporation. All the capacity of a corporation is vested in its board, and all its authority is supposed to be exercised by the board. It is the function of the board to manage and conduct the business of the corporation, through the corporation's officers. The shareholders (ie, those who are not also directors or officers of the corporation) have no authority to act for the corporation. They are limited to acting in an advisory capacity only, to electing directors or to approving or disapproving such measures as are submitted to them by the board. The mere ownership of a majority of shares does not give a particular shareholder authority to act for the corporation.

The powers of management vesting in the shareholders as a body are few. They control the affairs of the corporation, while it exists and does business, through the directors appointed by them, which in turn manage the corporation through officers appointed by them. Typically, they have the right and power to hold meetings, elect directors, remove directors and increase or decrease the capital stock.

Limited Liability Companies

Members, much like shareholders, have no authority to act for the LLC, unless the operating agreement so establishes. They control the affairs of the LLC, while it exists and does business, through the managers appointed by them. The powers and authority of the members are established in the operating agreement.

If the operating agreement allows for directors and officers, their authority and limitations are generally established in the LLC's operating agreement.

Romania

Shareholders: Shareholders are in charge of taking the most important decisions regarding company's business; they have certain rights and duties. General meetings of shareholders approve annual financial statements, appoint the members of the board of directors/the supervisory board etc.

Directors: Directors' rights (eg, to manage the company, to represent the company towards third parties, to draft the annual report accompanying the annual/quarterly financial statements of the company and business plan etc.) are designed in a broad manner in order to allow for flexible management of the company. All such rights must be exercised within the limits set forth by the applicable legislation, the articles of association and the shareholders' resolutions.

Russia

Joint-stock company (public and non-public)

General shareholders' meeting (the highest management body of the company) is responsible for major decisions regarding the company – amending the charter, reorganization and liquidation, approving annual reports and some deals, and other decisions provided for by the charter.

Members of the board of directors are elected by the shareholders. The competence of the board of directors is determined by the law and the charter of the company (responsible for overseeing the general affairs of the company).

In a company with less than 50 shareholders the charter of the company may provide that the functions of the board of directors of the company shall be carried out by the general shareholders' meeting.

The sole executive body (managing director or managing director and directorate) is responsible for day-to-day activities of the company.

Limited liability company

General members' meeting (the highest management body of the company) is responsible for major decisions regarding the company – amending the charter, reorganization and liquidation, increasing and decreasing the charter capital, approving annual reports and some deals, and other decisions provided for by the charter.

The charter of the company may provide for the formation of the board of directors whose members are elected by the members. The competence of the board of directors is determined by the law and the charter of the company (responsible for overseeing the general affairs of the company).

The sole executive body (managing director or managing director and directorate) is responsible for day-to-day activities of the company.

Saudi Arabia

Limited liability company

Directors are appointed by shareholders, either in the company's Articles of Association or a separate contract. Directors have the required authority to run day-to-day operations to the extent granted to them by the shareholders in a shareholders resolution or the Articles of Association.

Singapore

Limited liability company 

Directors are typically nominated by the shareholders and are the highest authority in the management of the corporation, and govern the organization by establishing broad policies and objectives unless otherwise required by the CA or the constitution of the company.

South Africa

Not applicable for this jurisdiction.

South Korea

Joint-stock company (Jusik Hoesa)

  • General meeting of shareholders is the ultimate decision-making body that determines fundamental matters regarding the company's structure and management, pursuant to the commercial code or the company's articles of incorporation
  • Board of directors, which is comprised of directors who are elected at the general meeting of shareholders, determines important matters related to daily operations of the company not specially reserved to be determined by the general meeting of shareholders, pursuant to the commercial code or the company' articles of incorporation
  • Representative director or executive officer, who is elected by board of directors, is the administrative arm responsible for implementing the decisions of the general meeting of shareholders and board of directors with the authority to bind the company 

  • Statutory auditor(s) supervise(s) the management of the company's business and audits the company' accounts

Limited company (Yuhan Hoesa)

  • General meeting of members is the ultimate decision-making body which determines fundamental matters
  • Directors, who are elected at the general meeting of members, decide important matters related to daily operations of the company not specially reserved for determination by the general meeting of members by a majority vote
  • Director (in case a limited company has one director) or representative director who is elected at the general meeting of members (in case a limited company has two or more directors) is the administrative arm responsible for implementing the decisions of the general meeting of members and directors with authority to bind the company
  • Statutory auditor(s) (if any) supervise(s) the management of the company' business and audits the company's accounts

Spain

Branch (Sucursal)

A branch does not have directors or shareholders. However, a natural person must be designated as a branch representative (equivalent to a proxy of the principal company) and needs to have a specific delegation of power.

Limited liability company (Sociedad Limitada)

Directors are elected by shareholders, are the highest authority in the management of the company, and manage and run the company. In contrast, empowered attorneys are appointed by the directors, who delegate powers to them.

Joint-stock company (Sociedad Anónima)

Directors are elected by shareholders, are the highest authority in the management of the company, and manage and run the company. In contrast, empowered attorneys are appointed by the directors, who delegate powers to them.

Sweden

Limited company (Sw. aktiebolag, AB)

Directors of the board are elected by shareholders and are the highest authority in management of an AB, and govern the organization by establishing broad policies and objectives. A managing director is appointed by directors to manage the day-to-day operations of an AB. Board of directors shall issue instructions regarding allocation of work between the board of directors and a managing director. A managing director is always authorized to represent the company and sign on its behalf in matters related to the day-to day management of a company.

Trading partnership (Sw. handelsbolag, HB)

In general, the management of the HB is less regulated than a limited company. The authority and limitations of partners authority is instead decided in accordance with the partnership agreement.

Limited partnership (Sw. kommanditbolag, KB)

In general, management of a KB is less regulated than a limited company. Authority and limitations of partners authority is instead decided in accordance with the partnership agreement.

Branch office (Sw. filial, Branch)

A managing director is appointed by a foreign company to manage all business operations of a branch. Managing director is always authorized to represent the branch and sign on its behalf in all matters.

Switzerland

Stock corporation

The board of directors is elected by the general meeting of shareholders and is the managing body. It has the authority to represent the company with respect to third parties and has certain non-transferrable duties that cannot be delegated to officers (eg, overall management, determination of the organization, organization of the accounting, financial control and financial planning systems, appointment, supervision and dismissal of officers, and compilation of the annual report). Officers may be appointed by the board of directors to oversee day-to-day operations of the corporation.

Taiwan

Company limited by shares

The chairman, directors and supervisor are the "responsible persons" of the company and required to conduct the business of the company in good faith and exercise the due care of a good administrator. Officers are appointed by the board to oversee the day-to-day operations of the company.

Closely-held company limited by shares

The chairman, directors and supervisor are the "responsible persons" of the CHC and required to conduct the business of the CHC in good faith and exercise the due care of a good administrator. Officers are appointed by the board to oversee the day-to-day operations of the company.

Limited company

The director(s) is the "responsible person" of the company and required to conduct the business of the company in good faith and exercise the due care of a good administrator.

Branch office of a foreign company

The branch manager is the "responsible person" of the branch office and required to conduct the business of the branch office in good faith and exercise the due care of a good administrator.

Thailand

Not applicable for this jurisdiction.

Turkey

Authority of directors

The non-delegable and indispensable duties and powers of the board members are as follows:

  • Top-level management of the company and giving instructions in this regard
  • Determination of company's management organization
  • Establishment of a necessary system for financial planning to the extent required, and for accounting and finance audits
  • Appointment and dismissal of managers and persons performing same function and authorized signatories
  • High-level supervision of whether the persons in charge of management act in accordance with the law, articles of association, internal regulations and written instructions of the board of directors
  • Keeping the share book, resolution book of the board and the general assembly meeting and discussion register, preparation of the annual report and corporate governance disclosure and submission thereof to the general assembly, organization of general assembly meetings and enforcement of General assembly resolutions
  • Notifying the court regarding the company's state of excess of liabilities over assets

Authority of shareholders

The non-delegable and indispensable duties and powers of the general assembly of shareholders are as follows:

  • Amendment of articles of association
  • Nomination, duty period, powers, salaries and attendance fee, premium and bonus, acquittal and dismissal of board of directors
  • Nomination and dismissal of auditor with the excluding situations mentioned in the Turkish Commercial Code
  • Obtaining resolutions regarding financial statements, annual report of board of directors, how to use annual profit, determination of profit and earning shares, reserve funds to be added to capital or profit to be distributed, and usage
  • Termination of company in the situations mentioned in the Turkish Commercial Code
  • Wholesale of company assets

Authority of managers

The non-delegable and indispensable duties and powers of the managers are as follows:

  • To execute ultimate direction and management and to give necessary instructions
  • To determine partnership management organization in accordance with law and articles of association
  • To develop accounting, financial auditing and financial planning if it is necessary for the management of a partnership
  • To supervise whether or not persons to whom one or more divisions of partnership management have been entrusted, are acting in accordance with law, articles of association, internal regulations and instructions
  • To establish a committee for early risk detection and management, except for small sized partnerships with limited liabilities
  • To prepare partnership's financial statements, annual report and, where necessary, group of companies' financial statements and annual report
  • To organize general assembly meeting and to execute general assembly resolutions
  • To notify the court that partnership’s liabilities exceed its assets

Authority of partners

The non-delegable and indispensable duties and powers of the general assembly of partners are as follows:

  • Amendment of articles of association
  • Nomination and dismissal of managers
  • Nomination and dismissal of the community auditor and auditors
  • Approval of community annual financial statements and annual activity report
  • Approval of year-end financial statements and annual activity report, determination of profit and earning shares
  • Determination of principals' salaries and their discharge
  • Approval of transfer of principal capital shares
  • Requesting court to remove a partner from a company
  • Authorization of a manager to acquire the company's own shares or approval of such acquisition
  • Termination of a company
  • Passing resolutions on issues that general assembly is authorized by law or articles of incorporation or that directors present to general assembly

United Arab Emirates

LLC

The directors/managers have full authority to manage the business of the LLC and their actions are binding. Note that this does not cover all activities, such as opening bank accounts, signing checks etc, which require explicit mention in any appointment mandate. It is possible to limit the authorities of the general manager by including limited authorities in the memorandum of association or by issuing a limited power of attorney in his/her favor.

Branch

The general manager has authority to manage the business of the branch and his actions are binding. Note that this does not cover all activities, such as opening bank accounts, signing checks etc., which require explicit mention in any appointment mandate. The parent company can however limit the authorities of the general manager by issuing a limited power of attorney in his/her favor.

FZ-LLC

The directors have the full authority to manage the business of the company and their actions are binding. It is possible to limit the authorities of the manager by issuing a limited power of attorney in his/her favor.

FZ-Branch

The general manager has the authority to manage the business of the company and his actions are binding. It is possible to limit the authorities of the general manager by issuing a limited power of attorney in his/her favor.

Dual Licence Branch

The general manager has authority to manage the business of the branch and his/her actions are binding. Note that this does not cover all activities, such as opening bank accounts, signing checks etc., which require explicit mention in any appointment mandate. The parent company can, however, limit the authorities of the general manager by issuing a limited power of attorney in his/her favor.

United Kingdom

Private limited company

Directors are responsible for the day-to-day management of the company. They owe fiduciary duties to the company, as well as statutory duties as outlined in the Companies Act 2006 including a duty to promote the success of the company for the benefit of the shareholders as a whole.

Shareholders generally exercise only an indirect influence over the management of the company through their residual power to appoint and remove directors. Material decisions (such as a change to the articles of association, the issuance of shares or the declaration of dividends require shareholder approval). Level of shareholder approval (50% or 75%) dependent on the decision being made.

Limited liability partnership (LLP)

Not applicable for this jurisdiction.

Registered UK establishment

Not applicable for this jurisdiction.

United States

Directors are elected by the shareholders, are the highest authority in the management of the corporation and govern the organization by establishing broad policies and objectives. In contrast, officers are appointed by the directors to oversee day-to-day operations of the corporation. Shareholders may adopt restrictions on the powers of directors in the charter.

Vietnam

Please see Entity set up.