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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

Public disclosure of identity of directors, officers and shareholders

Argentina

Not applicable for this jurisdiction.

Australia

Branch

Details of the foreign company's director(s) and local agent(s) are publicly available on ASIC's database.

Proprietary company

Details of directors and shareholders are publicly available on ASIC's database.

Public company

Details of directors are publicly available on ASIC's database. Although public companies are not required to advise ASIC of changes relating to individual shareholders, the share register must still be updated for all shareholders' changes.

Austria

Stock corporation (AG)

Identity of members of the management board and the supervisory board is publicly disclosed; identity of shareholders of private, non-listed companies is not publicly disclosed (unless there is only one single shareholder; in that case, the identity of that single shareholder is to be disclosed in the companies registry).

Limited liability company (GmbH)

Identity of managing directors (and the members of the supervisory board, if any) is publicly disclosed; identity of shareholders is also disclosed in the companies registry.

Bahrain

With Limited Liability (WLL) 

Details of directors and shareholders are publicly available on the database of Ministry Industry, Commerce and Tourism (MOICT). 

Closed Shareholding Company (BSC(c))

Details of directors and shareholders are publicly available on the database of MOICT. 

Single Person Company (SPC)

Details of directors and the sole shareholder are publicly available on the database of MOICT.

Foreign Branch (Branch)

Details of directors and parent company are publicly available on the database of MOICT.

Belgium

Public limited company (société anonyme/naamloze vennootschap)

The appointment and the resignation of the directors, managing directors (or general managers) needs to be published in the Annexes to the Belgian State Gazette.

In the framework of the ultimate beneficial ownership or "UBO" registration, the details of the ultimate beneficial owners of the public limited company will be published in the UBO register.

With regard to listed companies, each natual person or legal entity that, directly or indirectly, acquires securities with voting rights of an issuer, should inform the issuer and the Financial Services and Markets Authority of the number and of the percentage of the existing voting rights that he owns as a result of the acquisition when the voting rights he owns reaches 5% or more of the total of the existing voting rights. This notification is also required in the event of a direct or indirect acquisition of securities with voting right that results in the number of voting rights reaching or exceeding 10%, 15%, 20% and each consecutive 5% tranche. Furthermore, the notification is required in the event of a direct or indirect disposal of securities with voting rights that results in a decrease of the voting rights below one of the named thresholds. The Articles of Association of an issuer under Belgian law can also determine that the notification also applies to lower or intermediate thresholds, it being understood that only 1%, 2%, 3%, 4% and 7.5% can be used. 

Limited company (société à responsabilité limitée/besloten vennootschap)

The appointment and the resignation of the directors, managing directors (or general managers) needs to be published in the Annexes to the Belgian State Gazette.

In the framework of the ultimate beneficial ownership or "UBO" registration, the details of the ultimate beneficial owners of the public limited company will be published in the UBO register.

Belgian branch office of a foreign company

The identity of the legal representative and the directors of the foreign company will be publicly disclosed. The identity of the shareholders of the foreign company will in principle not be publicly disclosed (but may be public via the (consolidated) annual accounts depending on the information included therein).

Brazil

Limited liability company (Sociedade Limitada)

Identity of quotaholders and managers is publicly disclosed.

Corporation (Sociedade Anônima)

Identity of directors and officers is publicly disclosed; identity of shareholders of private, non-listed companies is not publicly disclosed.

Canada

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

Identity of directors is publicly disclosed; certain jurisdictions require disclosure of officers; identity of shareholders of private, non-listed companies is not publicly disclosed in most jurisdictions.

Chile

Applicable in public corporations.

China

Names of shareholders as well as directors and supervisor(s) are generally available for public search through the National Enterprise Credit Information Publicity System. Name of a general manager may also be available for search if a company has registered such information with the AMR.

Colombia

Such information is public since each entity is incorporated through public deed that must be registered with the Registry of Commerce.

Czech Republic

Identity of the ultimate beneficial owner of a company (as defined in the Czech AML Act) must be registered with the commercial register. The term ultimate beneficial owner refers to a natural person that is able to exercise, either directly or indirectly, a controlling influence in a company, meeting the qualification requirements under the Czech AML Act (eg, a person with more than 25% of the capital contribution or voting rights in a company). If the ultimate beneficial owner cannot be determined (typically in a case of publicly listed joint stock companies), there is a presumption that the ultimate beneficial owner is a member of a statutory body of a company. Details of the ultimate beneficial owner are not disclosed; however, they can be in certain cases ascertained from the commercial register due to the disclosure requirements referred to in the below paragraphs.

Limited liability company

Identity of managing directors (and members of supervisory board, if any) is publicly disclosed; identity of shareholders is also disclosed in the commercial register.

Joint stock company

Identity of members of management board and supervisory board is publicly disclosed; identity of shareholders is not publicly disclosed (unless there is only one single shareholder; in that case, identity of that single shareholder is to be disclosed in the commercial register).

Denmark

Limited liability company (Kapitalselskab)

The identity of registered executives and shareholders holding at least 5% of the share capital is publicly disclosed in the Public Register of Shareholders.

The company must also publicly disclose information on the beneficial ownership, if any. A beneficial owner is the physical person(s), who directly or indirectly, holds or controls more than 25% of the share capital or the votes, or who practices control by other means.

Egypt

JSC

Identities of the board members and officers of the company are disclosed in a company's commercial register. Where a company is a publicly listed company on the Egyptian Stock Exchange, identities of shareholders are publicly disclosed. Identities of shareholders of private, non-listed companies are not publicly disclosed.

LLC

Identities of quota-holders and manager(s) are disclosed in a company's commercial register.

OPC

Identities of a founder and a manager(s) are disclosed in a company's commercial register.

Branch

Identities of a foreign-based company and its manager(s) are disclosed in a company's commercial register.

RO

Identities of a parent company and its manager(s) are disclosed in a company's commercial register.

Finland

Osakeyhtiö (Oy)

Identity of directors and managing director is publicly disclosed; identity of shareholders of private, non-listed companies is not publicly registered. Oy is, however, required to disclose the share ledger (which contains identity of shareholders) to anyone upon request.

France

Société par actions simplifiée (SAS)

Identity of the president is publicly disclosed. Identity of shareholders is not publicly disclosed.

Société à responsabilité limitée (SARL)

Identity of the managing director and of the shareholders is publicly disclosed.

Société anonyme (SA)

Identity of:

  • Members of the board of directors and managing director or
  • Members of the executive board and members of the supervisory board is disclosed

Identity of shareholders is not publicly disclosed.

Germany

GmbH – limited liability company

The commercial register contains a list of the shareholders.

The managing director is listed in the commercial register as well.

Greece

Identity of directors and shareholders is registered in the General Commercial Registry. 

Hong Kong

Limited private companies

Identity of directors and shareholders is publicly disclosed in filings with the Companies Registry.

Starting from March 1, 2018, companies incorporated in Hong Kong (except for listed and exempted companies) are required to create and maintain a Significant Controllers Register. The register will not be publicly available but should be open for inspection by law enforcement officers upon demand.

Hungary

Private company limited by shares (Zrt.)

Identity of directors is publicly disclosed (the following personal data will appear in the companies register kept by the Court of Registration: name, mother's maiden name, address, date of birth and tax number).

Identity of shareholders is only disclosed publicly (the following personal data will appear in the companies register kept by the Court of Registration: name, mother's maiden name, address, date of birth, tax number, or for corporates: company name, registered seat, registration number and registering authority) if the shareholder

  • is the sole shareholder of the corporate entity or
  • has more than 50% ownership in a corporate entity

Limited liability company (Kft.)

Identity of managing directors and quotaholders is publicly disclosed (the following personal data will appear in the companies register kept by the Court of Registration: name, mother's maiden name, address, date of birth, tax number, or for corporates: company name, registered seat, registration number and registering authority).

India

Private limited company

Identity of directors and officers is publicly disclosed; identity of shareholders of private, non-listed companies is not publicly disclosed. But this can be obtained on payment of certain nominal fees.

Indonesia

Limited liability company

The identities of the shareholders and members of the board of directors and board of commissioners are publicly available in the relevant company register, accessible upon request in the MOLHR database.

Ireland

Private company limited by shares (LTD)

Identities of the following persons must be disclosed and are publicly available from filings made at the CRO:

  • Directors
  • Secretary
  • Shareholders
  • Any "beneficial owners," being any natural person who ultimately owns or controls, directly or indirectly, 25% or more of the company

External company

Details of the branch's representatives (see Director/officer requirements) are publicly disclosed at the CRO.

Israel

Company

Identity of directors and shareholders is publicly disclosed.

Branch / representative office

Identity of directors is publicly disclosed.

Italy

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

Quotaholders, directors, members of oversight body (eg members of the board of statutory auditors, if any), and proxy-holders (if any) are publicly identified.

Their data (date and place of birth, domicile address and Italian Fiscal Code if they are persons, the registered office if they are companies) are filed with the Companies' Register. 

Japan

Registered branch

Name of directors, name and residential address of representative in Japan are registered on a corporate registry which is publicly accessible.

Kabushiki-Kaisha (KK)

Name of directors, statutory auditors, accounting auditor and residential address of the representative director are registered on a corporate registry which is publicly accessible; however, shareholders are not disclosed.

Godo-Kaisha (GK)

Name and address of managing members and executive managers, if appointed, are disclosed in a corporate registry which is publicly accessible; however, name and address of non-managing members are not disclosed.

Luxembourg

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

The identity of managers and the shareholders may be found in the Luxembourg Register of Commerce and Companies records and the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations).

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

The identity of directors may be found in the Luxembourg Register of Commerce and Companies records and the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations).

Special limited partnership (Société en commandite spéciale or SCSp)

The identity of managers (if any) and general partner(s) may be found in the Luxembourg Register of Commerce and Companies records and the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations).

Malaysia

Not applicable for this jurisdiction.

Mexico

S.A. de C.V.

A summary of the organizational documents is public since the incorporation public deed shall be registered with the Public Registry of Commerce.

A shareholders registry must be kept and must contain:

  • The shareholders' name, nationality and address, as well as an indication of their shares in number, series, class and any other particularity
  • The  amount contributed to capital/invested by the shareholder in the company and
  • The transfer of any of the shares

When a transfer of shares is registered, a notice must be posted in the electronic system of the Ministry of Economy (Secretaría de Economía) and will have legal effect the day after the notice is posted. The Ministry will make sure that the information regarding the shareholder's name, nationality and address is kept confidential, with the exception of where being required by a competent authority.

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

A summary of the organization documents is public since the formation public deed shall be registered with the Public Registry of Commerce.

A partners registry book must be kept and contain

  • the partners' name and address indicating
  • their contribution sand
  • the transfer of social parts

When any of the above is registered, notice must be posted in the electronic system of the Ministry of Economy (Secretaría de Economía) and will have legal effects the day after the notice is posted. Any person that can prove legitimate interest, will be granted access to the partners registry book, which will be at the care of the administrators, and these will respond personally, and jointly and severally, of its existence and the accuracy of its content.

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

A summary of the organizational documents is public since the incorporation public deed shall be registered with the Public Registry of Commerce.

A shareholders registry must be kept and must contain

  • the shareholders name, nationality and address, as well as an indication of their shares in number, series, class and any other particularity
  • the amount contributed to capital/invested by the shareholder in the company and
  • the transfer of any of the shares

When a transfer of shares is registered, a notice must be posted in the electronic system of the Ministry of Economy (Secretaría de Economía) and will have legal effect the day after the notice is posted. The Ministry will make sure that the information regarding the shareholder's name, nationality and address is kept confidential, with the exception of where being required by a competent authority.

Netherlands

Branch office

Identity of directors of the head office and proxy holders (if appointed) of the branch office is publicly disclosed, by registration in the Dutch Trade Register.

B.V. (private company with limited liability)

Identity of directors and proxy holders (officers) is publicly disclosed, by registration in the Dutch Trade Register; identity of the shareholder only in case it holds 100% of the shares of the BV.

Co-operative U.A.

Identity of board members and proxy holders (officers) is publicly disclosed, by registration with the Dutch Trade Register; identity of the members is not disclosed.

C.V. (a limited partnership)

If the CV has an enterprise in the Netherlands and is therefore registered in the Trade Register, the identity of the general partner(s) and the management committee members (proxy holders), if any, is publicly disclosed; identity of the limited partner(s) is not disclosed.

New Zealand

Limited liability company

Details of directors and shareholders are publicly available at the Companies Office.

Branch

Details of the overseas company's director(s) and person authorised to accept service in New Zealand are publicly available at the Companies Office. Shareholder details are not publicly available. 

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.

Norway

The name of the directors and general manager is public information register in the NRBE. Also, the partners in a partnership is public information which has to be registered in the NRBE.

All shareholders in private LLCs and public LLCS as of December 31 each year shall be registered with the Norwegian tax authorities. Based on this information, the shareholders of Norwegian company become public information. However, this information is not updated throughout the year and can therefore not be relied upon as evident of who is shareholder in a company from time to time.

Philippines

Yes, because the names and nationalities of the directors, officers and top 20 stockholders must be indicated in the GIS, which is available to the public upon request. Further, pursuant to a recent regulation by the SEC, the beneficial owners of the shares of a local corporation will be required to be disclosed in the GIS starting June 30, 2019.

Not applicable for partnerships.

Poland

The business register contains a list of shareholders that have more than 10% of share capital in a limited liability company and that have 100% of share capital in a joint-stock company, as well as a list of the company's management board members (including their residential addresses), a list of people representing a foreign company in its Polish branch, and a list of partners in partnerships.

Portugal

In relation to all types of companies, all directors must be registered with the Commercial Registration Department.

Officers, as such, do not exist under Portuguese law.

Regarding public disclosure of shareholders:

Sole shareholder private limited liability company (LDA with 1 shareholder)

The sole shareholder is registered with the Commercial Registration Department.

Private limited liability company (LDA)

All the shareholders are registered with the Commercial Registration Department.

Joint stock company (SA)

All shareholders are registered with the share registration book of the company.

Puerto Rico

Corporations

None. Puerto Rico corporations are not required to list shareholders or directors in public documents. However, upon incorporation disclosure of the corporation's officers is required.

Limited Liability Companies

None. Puerto Rico LLCs are not required to list members or directors in public documents. However, upon formation/organization disclosure of the LLC's managers/administrators is required.

Romania

Joint stock company (JSC)

Identities of shareholders and directors are publicly disclosed at the Trade Registry. Since there is no obligation for documents regarding transfer of shares to be submitted with the Trade Registry, the information available at the Trade Registry may not be entirely accurate with regards to the company's shareholding structure.

Limited liability company (LLC)

Identities of shareholders and directors are publicly disclosed at the Trade Registry.

Russia

Joint-stock company (public and non-public)

Identity of the sole executive body (managing director) is publicly disclosed; generally, identity of shareholders is not publicly disclosed.

Public joint-stock company should disclose a list of its affiliated persons among other information which may contain information on the company's shareholders.

Limited liability company

Identity of the sole executive body (managing director) and identity of members are publicly disclosed.

Saudi Arabia

Limited liability company

There is no requirement to publicly disclose the identity of directors and shareholders.

Singapore

Limited liability company 

Identity of directors, shareholders and company secretary are publicly disclosed.

South Africa

Not applicable for this jurisdiction.

South Korea

Joint-stock company (Jusik Hoesa)

Identity of representative director (or executive officer), directors and statutory auditors is publicly disclosed; identity of shareholders of private, non-listed companies is not publicly disclosed to non-shareholders.

Limited company (Yuhan Hoesa)

Identity of representative director (if any), directors and statutory auditors (if any) is publicly disclosed; identity of members is not publicly disclosed to non-members. 

Spain

Branch (Sucursal)

A branch does not have directors or shareholders. However, its representative must be registered in the Commercial Registry.

Limited liability company (Sociedad Limitada)

Identity of directors and empowered attorneys with general powers is publicly disclosed.

Joint-stock company (Sociedad Anónima)

Identity of directors and empowered attorneys with general powers is publicly disclosed.

Sweden

Limited company (Sw. aktiebolag, AB)

Identity of directors and managing director is publicly disclosed; identity of shareholders of private, non-listed companies is not publicly registered. ABs that are not CSD-registered are however required to disclose the share ledger (which contains identity of shareholders) to anyone upon request. Also, beneficial owner information must be registered with the SCRO and be disclosed in a public register. Beneficial owners are individuals who ultimately own or control a company. An individual can control a company in various ways, such as by holding more than 25% of the votes through shares in a company.

Trading partnership (Sw. handelsbolag, HB)

Identity of partners is publicly disclosed. In addition all HBs must register information regarding beneficial owner with the SCRO. Information about beneficial owner is also publicly disclosed. Beneficial owners are individuals who ultimately own or control an entity. An individual can control an entity in various ways, such as holding more than 25% of votes through shares, voting rights or ownership interest.

Limited partnership (Sw. kommanditbolag, KB)

Identity of partners is publicly disclosed. In addition all KBs must register information regarding beneficial owner with the SCRO. Information about beneficial owner is also publicly disclosed. Beneficial owners are individuals who ultimately own or control an entity. An individual can control an entity in various ways, such as holding more than 25% of votes through shares, voting rights or ownership interest.

Branch office (Sw. filial, Branch)

Identity of a managing director is publicly disclosed. Since a branch is not a legal entity it is not required to register beneficial ownership information with the SCRO. However, a foreign-based company which owns the branch may need to register if it can be classified as a foreign legal entity with activities in Sweden.

Switzerland

Stock corporation

Identity of directors and officers is publicly disclosed; identity of shareholders is generally not publicly disclosed, except of disclosure obligations pursuant to the Financial Market Infrastructure Act (FMIA) with regard to shares listed on the stock exchange.

Taiwan

Company limited by shares

The identities of the directors and supervisor are publicly disclosed; the identities of the shareholders are not publicly disclosed, except that the public would know the identity of a shareholder who acts as a director or supervisor or of a corporate shareholder who appoints a director or supervisor.

Closely-held company limited by shares

The identities of the directors and supervisor of the CHC are publicly disclosed; the identities of the shareholders are not publicly disclosed, except that the public would know the identity of a shareholder who acts as a director or supervisor or of a corporate shareholder who appoints a director or supervisor.

Limited company

The identity(ies) of the director(s) is publicly disclosed. The identity(ies) of the member(s) is not publicly disclosed, except that the public would know the identity of a member who acts as the director or of a corporate member who appoints the director.

Branch office of a foreign company

The identity of the branch manager is publicly disclosed. The name of the foreign company is also publicly disclosed.

Thailand

Not applicable for this jurisdiction.

Turkey

The identity of directors, officers and shareholders are disclosed through registration with the Trade Registry and announcement at the Trade Registry Gazette.

United Arab Emirates

LLC

No.

Branch

No.

FZ-LLC

No.

FZ-Branch

No.

Dual Licence Branch

No.

United Kingdom

Private limited company

Identities of directors, company secretary (if required) and shareholders (together with details of their respective shareholdings) are publicly available.

Public disclosure of identity of people with significant control

Every company is required to produce, keep and maintain a dedicated register of people with significant control over that company (a PSC register).

Limited liability partnership (LLP)

Produce, keep and maintain a dedicated register of people with significant control over that company (a PSC register).

Registered UK establishment

Identities of directors (and other authorized representatives) are publicly available.

United States

For corporations and LLCs that are not publicly listed, identity of directors, officers and managers is not publicly disclosed in most jurisdictions but may be available through state filings, such as annual reports required to be filed with the state. Publicly listed companies are required to disclose the identity of their directors, officers and shareholders holding at least 5% of such company.

Vietnam

Generally, the identity of directors (ie, members of BOD in case of JSC or members of MC in case of 1M-LLC), officers (ie, general director/director under Vietnamese law) and shareholders are not required to be public. During the establishment of the entity and in regard to certain changes, the information of the members, founding shareholders, officers and legal representatives might be required to be public on the National Business Registration Portal.