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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

Minimum and maximum number of directors and shareholders

Argentina

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

Australia

Branch

Not applicable – this is subject to the requirements of the foreign company's place of incorporation.

Proprietary company

There must be a minimum of one shareholder and a maximum of 50 shareholders, not including employee shareholders. For directors, there must be at least one director who must ordinarily reside in Australia.

Public company

There must be a minimum of one shareholder, and no maximum number. For directors, there must be at least three directors, at least two of whom must ordinarily reside in Australia.

Austria

Stock corporation (AG)

There must be a minimum of one shareholder, and no maximum number. For members of the management board, the minimum number is one, while there is no maximum number.

Limited liability company (GmbH)

There must be a minimum of one shareholder, and no maximum number. For members of the supervisory board, the minimum number is three; there has to be at least one managing director.

Bahrain

With Limited Liability (WLL)

At least one director. A minimum of two and a maximum of 50 shareholders.

Closed Shareholding Company (BSC(c))

A minimum of three directors. A minimum of two shareholders.

Single Person Company (SPC)

At least one director. Only one shareholder.

Foreign Branch (Branch)

At least one director to be appointed by the parent company.

Belgium

Public limited company (société anonyme/naamloze vennootschap)

In the event a monistic board structure is chosen and the public limited company has less than three shareholders, the board of directors can be composed of only two directors, if more than two shareholders, at least three directors. If so provided for in the articles of association the public limited company can also have a sole director. The sole director has to be a public limited company with a collegial board when:

  • The public limited company with the sole director is listed or
  • When a legal provision requires a collegial board

In the event of a dualistic board structure, both the board of supervision and the executive board need to consist of at least three members, which cannot be members of the board of supervision and the executive board at the same time.

Can be incorporated by only one shareholder.

Limited company (société à responsabilité limitée/besloten vennootschap

Managed by one or more directors.

Can be incorporated by only one shareholder.

Belgian branch office of a foreign company

A Belgian branch office has no directors. At least one legal representative should be appointed.

There are no shareholders of a Belgian branch office.

Brazil

Limited liability company (Sociedade Limitada)

There must be a minimum of two quotaholders, and no maximum number. For managers, the minimum number is one.

Corporation (Sociedade Anônima)

There must be a minimum of two shareholders, and no maximum number. For directors, if any, the minimum number is three, while there is no maximum number.  For officers, the minimum number is two, and there is no maximum number.

Note: The Limited Liability Individual Company (EIRELI) must be constituted by a sole individual or legal entity. The managers must be individuals resident in Brazil, which means that only Brazilian citizens or foreigners resident in Brazil under the status of a permanent visa are allowed to act as managers of an EIRIELI.

Canada

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

There must be a minimum of one shareholder. There is no maximum number. For directors, generally the minimum number is one for non-public companies, while there is no maximum number. There may be a required minimum number of directors (ie, more than one) for public companies in some provinces and territories.

Chile

At least three directors for private corporations and partnerships limited by shares. At least five directors for public corporations.

Branch of a foreign corporation (Agencia de Sociedad Anónima Extranjera)

No minimum or maximum requirement for shareholders.

Corporation (Sociedad Anónima)

In private corporations, minimum of 2 shareholders and no maximum requirement. However, if there are 500 shareholders or 10% of capital is held by more than 100 shareholders it becomes a public corporation. In public corporations, minimum of 2 shareholders and no maximum.

Limited liability company (Sociedad de Responsabilidad Limitada)

Minimum of two partners and maximum of 50 partners.

Limited liability partnership (Sociedad en Comandita)

No minimum and maximum requirement for shareholders.

Partnership limited by shares (Sociedades por Acciones)

It can have just one shareholder. If a company has 500 or more shareholders for a period of 90 consecutive days or at least 10% of its subscribed capital is owned by a minimum of 100 shareholders, excluding those that individually or through other natural or legal entities, exceed such percentage, the company shall be transformed into a corporation.

China

There must be a minimum of one shareholder and a maximum of 50 shareholders for an LLC. For directors of a board of an LLC, the minimum number is 3 and the maximum number is 13. Or, if a company has an executive director instead of the board of directors, only one executive director is allowed.

Colombia

General partnership (Sociedad Colectiva)

There must be a minimum of two partners, and no maximum number. Partners are directors of the company, unless they unanimously designate a third person.

Limited partnership (Sociedad en Comandita Simple y por Acciones)

There must be a minimum of one managing partner and one limited partner. In case of a share limited partnership, there must be at least five share limited partners.

Limited liability company (Sociedad de Responsabilidad Limitada)

A minimum of two partners and a maximum of 25.

Corporation (Sociedad Anónima)

There must be a minimum of five shareholder and no maximum number.

Simplified stock company (Sociedad por Acciones Simplificada)

There must be a minimum of one shareholder and no maximum number.

Czech Republic

Limited liability company

There must be a minimum of one shareholder, no maximum number and at least one managing director.

Joint stock company

There must be a minimum of one shareholder and no maximum number. For members of the management board, the minimum number is one, while there is no maximum number.

Denmark

Limited liability company (Kapitalselskab)

Only one shareholder is mandatory and there is no maximum of shareholders.

The executive board may consist of minimum one person and there is no maximum.

A public limited company needs to have either a board of directors or a supervisory board, in both cases the board most have at least three members.

Egypt

JSC

  • Minimum of 3 shareholders and no maximum is required
  • Minimum of 3 board members

LLC

  • Minimum of 2 quota-holders and a maximum of 50
  • If number of quota-holders is more than 10, control must be entrusted to a BoC, consisting of at least 3 of quota-holders
  • Minimum 1 manager

OPC

  • Wholly owned by one person, can be a natural or juridical person
  • Founder has overall management responsibility and may appoint manager(s)

Branch

  • Shareholders are not applicable
  • At least one manager

RO

  • Shareholders are not applicable
  • One manager

Finland

Osakeyhtiö (Oy)

There must be a minimum of one shareholder, there is no limitation on the number of shareholders.

Minimum director requirements: One director and one deputy director.

Where the board consists of one or two directors, at least one deputy director must be appointed. There is no maximum number of directors requirement on the board of directors.

France

Société par actions simplifiée (SAS)

A SAS may have one or more shareholders (either individuals or corporate entities). The number of shareholders is not limited. There must be only one president.

Société à responsabilité limitée (SARL)

Between 1 and 100 shareholders, either individuals or corporate entities. The number of managing directors is freely determined by the by-laws.

Société anonyme (SA)

Board of directors: from 3 to 18 members.

Executive board: from two to five (and up to seven members in listed companies) (note that if stated capital is under €150,000, executive board may be composed of only one person referred to as sole managing director (Directeur Général Unique)).

Supervisory board: from 3 to 18 members.

Germany

GmbH – limited liability company

One shareholder.

One director, who can be the only shareholder (managing shareholder).

Greece

Not applicable for this jurisdiction.

Hong Kong

Limited private companies

A minimum of one shareholder and a maximum of 50 shareholders (otherwise the company will become a public company). A minimum of one natural director and no maximum number of directors.

Hungary

Private company limited by shares (Zrt.)

Zrt. is set up by at least 1 shareholder. There is no upper limit onthe number of shareholders.

Minimum number of directors on the board of directors is 3. There is no upper limit on the number of quotaholders of the board of directors.

Limited liability company (Kft.)

Kft. is set up by at least 1 quotaholder. There is no upper limit on the number of quotaholders.

Minimum number of managing directors is 1. There is no upper limit on the number of managing directors.

India

Private limited company

There must be a minimum of two shareholders and maximum of 200. For directors, the minimum is two and maximum of 15.

Indonesia

Limited liability company

A company must have at least two shareholders, one director and one commissioner, except for certain business activities which require at least two directors and two commissioners and to appoint an independent commissioner. There is no limit on the number unless one is stipulated under the articles of association.

Ireland

Private company limited by shares (LTD)

Directors – minimum one; and no maximum, however a company's constitution may set an upper limit.

Shareholders – minimum one; and maximum 149.

 

External company

Determined by the laws of the jurisdiction of incorporation.

Israel

Company

Shareholders – there must be a minimum of 1 shareholder, and while there is no maximum number, if a private company is not limited to less than fifty shareholders then it must file a balance sheet together with its annual report to the Registrar of Companies. Additionally, offering securities to over 35 individuals or entities may subject the company to various securities regulations and requirements (similar to those imposed on publicly traded companies).

Directors – there must be at least one director and there is no maximum number.

Branch / representative office

Not applicable.

Italy

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

The minimum and maximum number of directors are specified in the by-laws, and the number is decided in the deed of their appointment. For directors, generally the minimum number is one (in this case, the management body of the company consists of a sole director).

Japan

Registered branch

At least one representative in Japan is needed.

Kabushiki-Kaisha (KK)

The minimum number of directors is three in a KK with a board of directors, but one for a KK without a board of directors. There is no limitation on the number of shareholders.

Godo-Kaisha (GK)

There is no limitation on the number of members and executive managers.

Luxembourg

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

One or several managers; maximum of 100 shareholders.

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

Managers: at least 3 directors, or a sole director if there is a sole shareholder, no maximum number.

Shareholders: at least one shareholder, no maximum number.

Special limited partnership (Société en commandite spéciale or SCSp)

At least one general partner (associé commandité) and one limited partner (associé commanditaire), no maximum number.

Malaysia

A private limited company can have a minimum of one director. A private limited company can have a minimum of one shareholder and a maximum of 50 shareholders.

Mexico

S.A. de C.V.

There must be a minimum of two shareholders, and no maximum number. No minimum or maximum limitations for directors.

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

There must be a minimum of two partners, and a maximum of 50. No minimum or maximum limitation for directors.

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

There must be a minimum of two shareholders, and no maximum number. No minimum or maximum limitations for directors.

Netherlands

Branch office

Determined by governing law of the head office.

B.V. (private company with limited liability)

There must be a minimum of one shareholder, and no maximum number. For directors, the minimum number is one (sometimes more (local) Dutch tax resident directors are required for tax substance), while there is no maximum number.

Co-operative U.A.

There is a minimum of two members, although it is possible that a Co-operative temporarily has only one member. There is no maximum number of members. For board members, the minimum number is one, while there is no maximum number.

C.V. (a limited partnership)

There must be a minimum of two partners (of which one general and one limited partner), and no maximum number.

New Zealand

Limited liability company

There must be a minimum of one shareholder and one director. There is no maximum, but if there are more than 50 shareholders and 50 shareholder parcels, the company will be a "code company" and will be subject to the Takeovers Code.

Branch

Not applicable – this is subject to the requirements of the overseas company's place of incorporation.

Norway

Private LLCs

There must be minimum one director in the board of directors.

There must be minimum one shareholder.

No regulation of maximum number of directors or shareholders, unless stated otherwise in the articles of association.  

Public LLCs

There must be minimum three directors in the board of directors. Companies with corporate assembly must have minimum five directors.

There must be minimum one shareholder.

No regulation of maximum number of directors or shareholders, unless stated otherwise in the Articles of Association.  

Partnerships with unlimited liability

If the partnership meeting appoints a board of directors, there must be minimum one director.

There must be minimum two partners.

No regulation of maximum number of directors or shareholders, unless stated otherwise in the partnership agreement.

Philippines

Generally not applicable.

Exception is a subsidiary where the requirement is as follows:

  • Directors: no more than 15
  • Shareholders: depending on nationality requirements

Poland

In limited liability companies and joint-stock companies, at least one shareholder and at least one director are necessary. This is not applicable to other organizational forms (although partners in a limited joint-stock partnership are often referred to as shareholders).

Portugal

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

This type of company may have only 1 shareholder. This is the maximum number of shareholders permitted.

This type of company is required to have at least 1 director.

Private limited liability company (LDA)

This type of company may have only 2 shareholders. This is the minimum number of shareholders permitted. There is no maximum number of shareholders required.

This type of company is required to have at least 1 director.

Joint stock company (SA)

This type of company must have 5 shareholders or just 1 shareholder, when dealing with a corporation. This is the minimum number of shareholders required. There is no maximum number of shareholders.

This type of company is required to have at least 1 director.

Puerto Rico

Corporations

Determined by governing law of the head office.

  • A corporation must have at least one shareholder
  • No minimum or maximum number of directors is required
  • Generally, a corporation's certificate of incorporation or its bylaws state the number of shareholders and directors on the board

Limited Liability Companies

  • An LLC must have at least one member
  • No minimum or maximum number of directors is required
  • The operating agreement will determine the number of directors and officers, if any

Romania

Joint stock company (JSC)

Shareholders:

  • Minimum 2; no maximum limit

Directors:

  • If the company is managed in one-tier system: minimum 1; no maximum limit, but it should always be an odd number
  • If the company is managed in two-tier system:
    • Executive board: minimum 1; no maximum limit, but it should always be an odd number
    • Supervisory board: minimum 3; maximum 11

Limited liability company (LLC)

Shareholders:

  • Minimum 1; maximum 50

Directors:

  • Minimum 1;  no maximum limit 

Russia

Joint-stock company (public and non-public)

Public and non-public joint-stock companies: minimum one shareholder, and no maximum number.

The board of directors: minimum five members.

For a company with more than one thousand shareholders: minimum seven members.

For a company with more than ten thousand shareholders: minimum nine members.

The law does not establish a maximum number of directors.

Limited liability company

Minimum one, maximum 50 members.

No special requirements regarding the directors.

Saudi Arabia

Limited liability company

At least one shareholder is required in an LLC pursuant to the new Companies Law (effective as on May 2, 2016). Previously, a minimum of two shareholders were required to set up an LLC.

Singapore

Limited liability company

There is a minimum number of one shareholder. For private companies, the number of shareholders should not be more than 50 (counting joint holders of shares as one person and not counting any person in the employment of the company or of its subsidiary or any person who while previously in the employment of the company or of its subsidiary was and thereafter has continued to be a member of the company).

For directors, the minimum number of directors required is one person, who is locally resident and there is no maximum unless otherwise stated in the Constitution.

South Africa

Private company

  • Directors: minimum of one, no maximum
  • Shareholders: minimum of one, no maximum

Public company

  • Directors: minimum of three, no maximum
  • Shareholders: minimum of one, no maximum

External company

Not applicable for this jurisdiction.

South Korea

Joint-stock company (Jusik Hoesa)

There must be a minimum of one shareholder and no maximum number. For directors, there must be a minimum of three directors and no maximum number; companies whose total paid-in capital is less than KRW1 billion may elect only one or two directors.

Limited company (Yuhan Hoesa)

There must be a minimum of one member and no maximum number. For directors, there must be a minimum of one director and no maximum number.

Spain

Branch (Sucursal)

The branch does not have directors or shareholders.

Limited liability company (Sociedad Limitada)

There must be a minimum of one shareholder, and no maximum number. The board of directors shall not have less than 3 and no more than 12 members. The bylaws may establish the extract or a minimum and maximum number of members for the board of directors. In the latter case the general meeting shall determine the exact number.

Joint-stock company (Sociedad Anónima)

There must be a minimum of one shareholder, and no maximum number. The board of directors shall have no less than 3 members. The bylaws may establish the extract or a minimum and maximum number of members for the board of directors. In the latter case the general meeting shall determine the exact number.

Sweden

Limited company (Sw. aktiebolag, AB)

There must be a minimum of one shareholder.

Minimum director requirements private AB:

  • One director and one deputy director

Minimum director requirements public AB:

  • Three directors and
  • Managing director (may, but is not required to, be a director of the board of directors)

Where the board consists of one or two directors, at least one deputy director shall be appointed.

There is no maximum number of directors on the board of directors.

Trading partnership (Sw. handelsbolag, HB)

Not applicable for this jurisidiction.

Limited partnership (Sw. kommanditbolag, KB)

Not applicable for this jurisidiction.

Branch office (Sw. filial, Branch)

Not applicable for this jurisidiction.

Switzerland

Stock corporation

There must be at least one shareholder. No maximum number exists. For directors, the minimum number is one, while there is no maximum number.

Taiwan

Company limited by shares

Must have at least three directors; provided that a non-public status company may have only one director if its articles of incorporation so permit. There is no maximum number of directors.

Closely-held company limited by shares

Must have at least three directors; provided that a CHC may have only one director if its articles of incorporation so permit. There is no maximum number of directors.

Limited company

Must have at least one, but not more than three directors.

Branch office of a foreign company

Not applicable for this jurisdiction.

Thailand

Private limited company

No minimum and maximum number of directors is required. Maximum number of shareholders is unlimited, but minimum number of shareholders required by law is three.

Public limited company

Minimum number of directors required by law is five. Maximum number of shareholders is unlimited, but minimum number required by law is 15.

Partnerships

Not applicable for this jurisdiction.

Turkey

Joint-stock company (JSC)

  • At least one shareholder is required, no limit for maximum number of shareholders
  • At least one board member is required, no limit for maximum number of board members

Limited liability company (LLC)

  • At least one partner is required, maximum number of partners is 50
  • At least one partner must be appointed as a manager and must have representation and binding authority on behalf of the company. No limit for maximum number of managers

United Arab Emirates

LLC

Minimum number of directors/managers is one. No maximum number.

Branch

Not applicable for this jurisdiction.

FZ-LLC

Minimum one director is required. In most free zones, maximum is generally seven but this depends on the free zone.

FZ-Branch

Not applicable for this jurisdiction.

Dual Licence Branch

Not applicable for this jurisdiction.

United Kingdom

Private limited company

There is a statutory minimum requirement of one shareholder, and no maximum number. For directors, there is a statutory minimum requirement of one (who must be a natural person) and no maximum number. The company's articles may contain additional stipulations.

Limited liability partnership (LLP)

Not applicable for this jurisdiction.

Registered UK establishment

Not applicable for this jurisdiction.

United States

There is no maximum number of shareholders for a corporation or for an LLC. For a corporation to be eligible for "S-corp" status, there is a maximum of 100 shareholders. Furthermore, there is no maximum number of directors for a corporation in most jurisdictions, though some states do have a maximum (eg, in California, the stated maximum can't be greater than two times the stated minimum minus one). 

There is no maximum number of managers for an LLC.

Vietnam

With respect to the number of shareholders of a JSC, please refer to Form of entity.

With respect to the directors (ie, members of BOD) in a JSC, the number of members ranges from 3 to11.

With respect to the number of officers (ie, general director/director under Vietnamese laws) of a company regardless of whether it is a JSC, 2M-LLC or 1M-LLC, the number is at least 1.