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  • Form of entity

    Corporation (Sociedad Anónima or SA)

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

    Last modified 18 May 2023

  • Entity set up

    Corporation (Sociedad Anónima or SA)

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    • Only 1 shareholder
    • The local management is in charge of a board of directors, which may have at least 1 member with no maximum number (at least 3 directors and 1 alternative director in case the company's capital stock exceeds ARS50 million). Directors shall last between 1 and 3 years in office, as provided in the bylaws. They may be re-elected. The majority of the board of directors must be composed of Argentine residents
    • The president of the board is the legal representative of the company
    • Permanent control by government
    • Statutory auditor is mandatory (at least 1 regular and 1 alternate statutory auditor)
    • Typical charter document: bylaws
    • Corporate books: stock ledger, shareholders' meeting minutes, board of directors' meeting minutes and attendance records book
    • Capital stock shall be fully paid up upon execution of bylaws
    • SAUs are not allowed to be incorporated or wholly owned by another SAU

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

    Last modified 18 May 2023

  • Minimum capital requirement

    Corporation (Sociedad Anónima or SA)

    Minimum capital of SA is ARS100,000.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Minimum capital of SAU is ARS100,000.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    No minimum capital requirement.

    Last modified 18 May 2023

  • Legal liability

    Corporation (Sociedad Anónima or SA)

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

    Last modified 18 May 2023

  • Tax presence

    Sociedad Anónima (Corporation) and SRL (LLC)

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

    Last modified 18 May 2023

  • Incorporation process

    Corporation (Sociedad Anónima or SA)

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

    Last modified 18 May 2023

  • Business recognition

    Corporation (Sociedad Anónima or SA)

    Well regarded and widely used.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

    Last modified 18 May 2023

  • Shareholder meeting requirements

    Corporation (Sociedad Anónima or SA)

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

    Last modified 18 May 2023

  • Board of director meeting requirements

    Corporation (Sociedad Anónima or SA)

    The board shall meet at least once every 3 months.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Periodical meetings of the board are not required.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Periodical meetings of the board are not required.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Periodical meetings of managers are not required.

    Last modified 18 May 2023

  • Annual company tax returns

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

    Last modified 18 May 2023

  • Business registration filing requirements

    Corporation (Sociedad Anónima or SA)

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

    Last modified 18 May 2023

  • Business expansion

    Corporation (Sociedad Anónima or SA)

    No need to change as business expands.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    No need to change as business expands.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

    Last modified 18 May 2023

  • Exit strategy

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

    Last modified 18 May 2023

  • Annual corporate maintenance requirements

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

    Last modified 18 May 2023

  • Director / officer requirements

    Not applicable for this jurisdiction.

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

    Last modified 18 May 2023

  • Local corporate secretary requirement

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Local legal or admin representative requirement

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Local office lease requirement

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

    Last modified 18 May 2023

  • Other physical presence requirements

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Sufficiency of virtual office

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

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

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

    Last modified 18 May 2023

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

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

    Last modified 18 May 2023

  • Nationality or residency requirements for shareholders, directors and officers

    Corporation (Sociedad Anónima or SA)

    Majority of members of the board must be Argentinean residents.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

    Last modified 18 May 2023

  • Restrictions regarding appointment of nominee shareholders or directors

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

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

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Public disclosure of identity of directors, officers and shareholders

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Minimum and maximum number of directors and shareholders

    Corporation (Sociedad Anónima or SA)

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

    Last modified 18 May 2023

  • Minimum number of shareholders required

    Corporation (Sociedad Anónima or SA)

    At least 2 or more shareholders.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Only 1 shareholder is admitted.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    At least 1 shareholder.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    At least 1 or more members.

    Last modified 18 May 2023

  • Removal of directors or officers

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

    Last modified 18 May 2023

  • Required and optional officers

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Board meeting requirements

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Quorum requirements for shareholder and board meetings

    Corporation (Sociedad Anónima or SA)

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

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

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

    Last modified 18 May 2023

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

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

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

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

    Last modified 18 May 2023

  • Requirement regarding par value of stock

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Increasing of capitalization if needed

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

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

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

    Last modified 18 May 2023

  • Restrictions on transferability of shares

    Corporation (Sociedad Anónima or SA)

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

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

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

    Last modified 18 May 2023

  • Obtaining a name and naming requirements

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

    Last modified 18 May 2023

  • Summary of "know your client" requirements

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Approval requirements for amending charter document

    Amendments to bylaws in all companies must be approved by shareholders or members' meeting and then filed for registration by the Public Registry.

    Last modified 18 May 2023

  • Licenses required to conduct business in jurisdiction

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Process of purchasing and utilizing a shelf company

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Key contacts
    Martin Mittelman
    Martin Mittelman
    Partner DLA Piper (Argentina) [email protected] T +5411 41145500 View bio
    Antonio Arias
    Antonio Arias
    Partner DLA Piper (Argentina) [email protected] T +5411 4114 5500 View bio
Download PDF

Minimum number of shareholders required

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Argentina

Corporation (Sociedad Anónima or SA)

At least 2 or more shareholders.

Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

Only 1 shareholder is admitted.

Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

At least 1 shareholder.

Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

At least 1 or more members.

Last modified 18 May 2023

Australia

Branch

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

Proprietary company

A proprietary company must have at least 1 shareholder.

Public company

A public company must have at least 1 shareholder.

Last modified 18 May 2023

Austria

Stock corporation (AG)

One shareholder is sufficient.

Limited liability company (GmbH)

One shareholder is sufficient.

Last modified 29 Jun 2022

Bahrain

With Limited Liability (WLL)

No minimum shareholders required.

Closed Shareholding Company (BSC(c))

A minimum of two shareholders.

 

Foreign Branch (Branch)

Not applicable.

Last modified 18 May 2023

Belgium

Public limited company (société anonyme/naamloze vennootschap)

In principle, only 1 shareholder.

Limited company (société à responsabilité limitée/besloten vennootschap) 

In principle, only 1 shareholder.

Belgian branch office of a foreign company

See minimum and maximum number of directors and shareholders (with respect to the foreign company, this will be determined by the laws governing the foreign company).

Last modified 18 May 2023

Brazil

Limited liability company (Sociedade Limitada)

There must be a minimum of 1 quotaholder.

Corporation (Sociedade Anônima)

As least 2 shareholders are required. Exception is made to the incorporation of a whole owned subsidiary (sole shareholder company) provided that the incorporation must be made through a public deed and the sole shareholder must be a Brazilian company.

Last modified 22 May 2023

Canada

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

1 shareholder is sufficient.

Last modified 2 Aug 2023

Chile

Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

Minimum of 2 partners and maximum of 50 partners. They may be individuals or legal entities and either Chilean or foreign.

Corporation (Sociedad Anónima or S.A.)

In private corporations, minimum of 2 shareholders and no maximum requirement. They may be individuals or legal entities and either Chilean or foreign. However, if there are 500 shareholders or more, or at least 10 percent of capital is held by more than 100 shareholders, it becomes a public corporation.

In public corporations, minimum of 2 shareholders and no maximum.

Simplified Corporation (Sociedades por Acciones or SpA)

A minimum of 1 shareholder and no maximum requirement. They may be individuals or legal entities and either Chilean or foreign.

However, if, for a period longer than 90 consecutive days, the corporation has 500 shareholders or more or at least 10 percent of capital is held by more than 100 shareholders, it will transform by sole means of law into a public corporation.

Bylaws may establish minimum or maximum percentages of capital to be controlled, directly or indirectly, by 1 or more shareholders.

Branch of a Foreign Legal Entity (Agencia)

No minimum or maximum requirement for shareholders or partners of the parent company. The parent company is ruled by applicable foreign law.

Last modified 22 May 2023

China

An LLC may be established by a single shareholder.

Last modified 22 May 2023

Colombia

General partnership (Sociedad Colectiva) and limited liability company (Sociedad de Responsabilidad Limitada)

2 partners.

Limited partnership (Sociedad en Comandita Simple y por Acciones)

There must be a minimum of 1 managing partner and 1 limited partner, and, in case of a share limited partnership, a minimum of 5 share limited partners.

Corporation (Sociedad Anónima)

5 shareholders.

Simplified stock company (Sociedad por Acciones Simplificada)

1 shareholder.

Last modified 21 Dec 2022

Czech Republic

One shareholder is sufficient.

Last modified 30 Aug 2023

Denmark

Limited liability company (Kapitalselskab)

Only 1 shareholder is required.

Last modified 22 May 2023

Egypt

Please refer to Section (Minimum and Maximum Number of Directors and Shareholders) above.

Last modified 30 Aug 2023

Finland

Osakeyhtiö (Oy)

1 shareholder is sufficient.

Last modified 2 Aug 2023

France

Société par actions simplifiée (SAS)

One shareholder is sufficient.

Société à responsabilité limitée (SARL)

One shareholder is sufficient.

Société anonyme (SA)

The number of members may not be less than 2.

The number of members may not be less than 7 if the company is a listed company.

Last modified 27 Jun 2022

Germany

GmbH – limited liability company

1 shareholder.

Last modified 22 May 2023

Greece

Not applicable for this jurisdiction.

Last modified 30 Aug 2023

Hong Kong, SAR

Limited private companies

1 shareholder is sufficient.

Last modified 22 May 2023

Hungary

Private company limited by shares (Zrt.)

Zrt. is set up by at least 1 shareholder.

Limited liability company (Kft.)

Kft. is set up by at least 1 quotaholder.

Last modified 4 Aug 2023

India

Private limited company

Two shareholders.

Last modified 22 May 2023

Indonesia

Limited liability company

A limited liability company must have at least 2 shareholders (particularly for PMA companies), except in certain special circumstances when it can have only 1, but only for a limited period of time and for those regulated in the Indonesian Company Law.

The Omnibus law/regulation (ie, Law No. 11 of 2020 on Job Creation as recently replaced by Government Regulation in Lieu of Law No. 2 of 2022 on Job Creation) introduces individual companies as an exception of the above general concept, the shareholder of which is only 1 individual. However, it must meet the criteria of micro- and small-scale enterprises as regulated in the relevant laws and regulations, which will not apply for any PMA companies. If it no longer meets such criteria, it must convert its status to a limited liability company through notarial deed and be registered with the MOLHR.

 

Last modified 18 May 2023

Ireland

Private company limited by shares (LTD)

At least 1 shareholder is required.

External company

Determined by the laws of the jurisdiction of incorporation.

Last modified 23 May 2023

Israel

Company

There must be at least 1 shareholder.

Branch / representative office

Not applicable.

Last modified 23 May 2023

Italy

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

1 quota-holder is sufficient.

Last modified 23 May 2023

Japan

Registered branch

Depends on the governing law of the foreign company.

Kabushiki-Kaisha (KK)

One shareholder is sufficient.

Godo-Kaisha (GK)

One member is sufficient.

Last modified 13 Jun 2021

Luxembourg

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

There must be at least one shareholder.

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

There must be at least one shareholder.

Special limited partnership (Société en commandite spéciale or SCSp)

At least one general partner (associé commandité) and one limited partner (associé commanditaire).

Last modified 7 Aug 2023

Malaysia

A minimum of 1 shareholder.

Last modified 30 Aug 2023

Mauritius

Minimum of 1 shareholder (individual or corporate) required and need not be resident in Mauritius.

Last modified 24 May 2023

Mexico

S.A. de C.V.

Two shareholders.

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

Two partners.

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

Two shareholders.

Last modified 7 Aug 2023

Netherlands

Branch office

Determined by governing law of the head office.

B.V. (private company with limited liability)

1 shareholder is sufficient.

Co-operative U.A.

A co-operative should have at least 2 members.

C.V. (a limited partnership)

A minimum of 2 partners (at least 1 general and 1 limited partner) is required.

Last modified 25 May 2023

New Zealand

Limited liability company

One shareholder is sufficient.

Branch

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

Last modified 2 Aug 2023

Nigeria

Private company

A private company is one which has a minimum of 1 member and a maximum of 50 members.

Public company

A public company must have a minimum of 2 members and no stated maximum number of members.

Last modified 2 Aug 2023

Norway

See Minimum and maximum number of directors and shareholders.

Last modified 18 May 2023

Peru

Corporation (Sociedad Anónima or S.A.)

Minimum number of shareholders: 2.

Maximum number of shareholders: 749.

They may be individuals or legal entities and either Peruvian or foreign.

Closed stock corporation (Sociedad Anónima Cerrada or S.A.C.)

Minimum number of shareholders: 2.

Maximum number of shareholders: 20.

They may be individuals or legal entities and either Peruvian or foreign.

Open corporation (Sociedad Anónima Abierta or S.A.A.)

Minimum number of shareholders: 2.

Maximum number of shareholders: not applicable.

They may be individuals or legal entities and either Peruvian or foreign.

Limited Liability Company (Sociedad de Responsabilidad Limitada or S.R.L.)

Minimum number of partners: 2.

Maximum number of partners: 20.

They may be individuals or legal entities and either Peruvian or foreign.

Branch of a Foreign Legal Entity (Sucursal)

No minimum or maximum requirement for shareholders or partners of the parent company. The parent company is ruled by foreign law.

Last modified 7 Aug 2023

Philippines

Not applicable in general.

Last modified 25 May 2023

Poland

At least 1 shareholder is required in a commercial company. A single-shareholder limited liability company cannot be established by another single-shareholder limited liability company.

Last modified 27 Jun 2022

Portugal

Please refer to Minimum and maximum number of directors and shareholders above.

Last modified 2 Aug 2023

Puerto Rico

No text yet.

Last modified 7 Sep 2023

Romania

Joint stock company (JSC)

  • Minimum 2

Limited liability company (LLC)

  • Minimum 1

Last modified 25 May 2023

Russia

Joint-stock company (public and non-public)

One shareholder is sufficient.

A company cannot have another company with 1 shareholder or participant as a sole founder (ie, shareholder) unless otherwise provided for by the federal law.

Limited liability company

One member is sufficient.

A company cannot have another company with 1 shareholder or member as a sole founder (ie, shareholder).

Last modified 27 Jun 2022

Saudi Arabia

Limited liability company

At least one shareholder is required for an LLC.

Last modified 25 May 2023

Singapore

Limited liability company

1 shareholder is sufficient.

Last modified 28 Jun 2022

South Africa

Not applicable for this jurisdiction.

Last modified 30 May 2023

South Korea

Joint-stock company (Jusik Hoesa)

1 shareholder is sufficient.

Limited company (Yuhan Hoesa)

1 member is sufficient.

Last modified 18 May 2023

Spain

Branch (Sucursal)

A branch does not have shareholders.

Limited liability company (Sociedad Limitada)

1 shareholder is sufficient.

Joint-stock company (Sociedad Anónima)

1 shareholder is sufficient.

Last modified 7 Aug 2023

Sweden

Limited company (aktiebolag, AB)

One shareholder is sufficient.

Trading partnership (handelsbolag, HB)

Not applicable for this jurisdiction.

Limited partnership (kommanditbolag, KB)

Not applicable for this jurisdiction.

Branch office (filial, Branch)

Not applicable for this jurisdiction.

Last modified 31 May 2023

Switzerland

Stock corporation

One shareholder is sufficient.

Last modified 31 May 2023

Taiwan, China

Company limited by shares

Must have at least 2 shareholders but may have a sole shareholder if such sole shareholder is a company. There is no maximum number of shareholders.

Closely-held company limited by shares

1 shareholder is sufficient. The maximum number of shareholders is 50.

Limited company

1 member is sufficient.

Branch office of a foreign company

Not applicable for this jurisdiction.

Last modified 7 Aug 2023

Thailand

Private limited company

Minimum number of shareholders required by law is 2.

Public limited company

Minimum number of shareholders required by law is 15.  

Partnerships

Not applicable for this jurisdiction.

Last modified 31 May 2023

Turkey

Private limited company

Not applicable for this jurisdiction.

Public limited company

Not applicable for this jurisdiction.

Ordinary partnerships (adi ortaklık)

Minimum number of partners required by law is 2.

Last modified 31 May 2023

Ukraine

At least one participant/shareholder is required.

Last modified 14 Dec 2022

United Arab Emirates

LLC

Maximum 50. Minimum 21. There is an exception for single-shareholder companies with GCC ownership.

Branch

Not applicable for this jurisdiction.

FZ-LLC

Minimum is 1. The maximum varies from 1 free zone to another.

FZ-Branch

Not applicable for this jurisdiction.

Dual Licensee Branch

Not applicable for this jurisdiction.

Last modified 7 Sep 2023

United Kingdom

Private limited company

At least one shareholder is required.

Limited liability partnership (LLP)

No shareholders. Must have at least 2 members.

Registered UK establishment

Not applicable for this jurisdiction.

Last modified 31 May 2023

United States

Minimum of 1 for each type of entity.

Last modified 28 Jun 2022

Vietnam

Please refer to the "Form of entity" section.

Last modified 31 May 2023

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