Required and optional officers
Argentina
Not applicable for this jurisdiction.
Australia
Branch
Not applicable for this jurisdiction.
Proprietary company
A proprietary company may choose (but is not required) to have one or more company secretaries, at least one of whom must ordinarily reside in Australia.
Public company
A public company must have at least 1 company secretary, who must ordinarily reside in Australia.
Austria
Stock corporation (AG)
A management board and supervisory board are required; in addition, a holder of special power of representation (called a Prokurist) may be appointed by the management board with the approval of the supervisory board.
Limited liability company (GmbH)
Managing directors and, as the case may be, a supervisory board, are required; in addition, a holder of special power of representation (called a Prokurist) may be appointed by the managing directors.
Bahrain
With Limited Liability (WLL)
No officers strictly required.
Closed Shareholding Company (BSC(c))
No officers strictly required.
Foreign Branch (Branch)
No officers strictly required.
Belgium
Public limited company (société anonyme/naamloze vennootschap)
Not applicable for this jurisdiction.
Limited company (société à responsabilité limitée/besloten vennootschap)
Not applicable for this jurisdiction.
Belgian branch office of a foreign company
Not applicable for this jurisdiction.
Brazil
Limited liability company (Sociedade Limitada)
The quotaholders may set forth in the articles of organization different functions to be attributed to each manager.
Corporation (Sociedade Anônima)
At least 2 officers, with no specific designation, are required. The functions to be attributed to each officer may be established in the bylaws.
Canada
Corporate subsidiary (Corporation form rather than flow-through form)
Typically, a President and Secretary is appointed, which may be the same individual; any other officer is allowed but not required.
Chile
The board of corporations shall appoint 1 or more managers. One of them will be the CEO. The board is free to appoint any additional officers.
China
Typically a general manager and a finance manager are required; any other optional officer, such as the deputy general manager, is allowed.
Colombia
Legal representative is required.
Czech Republic
Limited liability company
Required are managing directors and, as the case may be, a supervisory board; in addition, a holder of special power of representation (so-called prokurista) may be appointed (by way of proxy granting by the company with approval of shareholders).
Joint stock company
Required:
- Management board and a supervisory board or
- An administrative board.
In addition, a holder of special power of representation (so-called prokurista) may be appointed (by way of proxy granting by the company with approval of shareholders).
Denmark
Limited liability company (Kapitalselskab)
In a public limited company, the board of directors or the supervisory board need to appoint its chairman unless otherwise provided in the company’s articles of association.
Egypt
JSC
Minimum of 3 board members. The general assembly meeting must be attended by at least 3 board members. A company's AoA may provide the number of BoD meetings to be held per year.
LLC
At least 1 manager is required who is appointed for the first time by the quotaholders. If the number of quotaholders is more than 10, then control must be entrusted to a BoC, consisting of a minimum of 3 quotaholders as determined in the AoI. No minimum number of meetings per year.
OPC
Not applicable for this jurisdiction. However, the founder appoints manager(s) to manage the company, determines their authorities and ratifies their signatures. Such manager(s) will represent the company before courts and third parties and be responsible to the founder.
Branch
Not applicable for this jurisdiction.
RO
Not applicable for this jurisdiction.
Finland
Osakeyhtiö (Oy)
Where the board consists of 2 or more directors, a chairman shall be appointed.
Managing director is optional.
The board of directors may appoint 1 or more specially authorized signatories with authority to represent and sign on behalf of the company (no decision-making powers).
France
Société par actions simplifiée (SAS)
Only one president is required by law. Possibility to appoint (if it is provided in the bylaws) managing directors, deputy managing directors or a collegial governing body.
Société à responsabilité limitée (SARL)
Typically one or more manager(s) is/are required; any other optional officer is not allowed.
Société anonyme (SA)
Board of directors: one individual to be the chairman of the board and CEO or 2 individuals to be chairman and CEO respectively is/are required. The board may appoint, upon CEO’s proposal, one or more persons to act as deputy managing directors (Directeurs Généraux Délégués).
Executive board: an executive board comprises generally 2 to 5 members who shall be individuals.
A managing director (Directeur Général) may be appointed by the supervisory board with full authority to represent the company vis-à-vis third parties, if the bylaws so provide. If stated capital is under EUR150,000, the executive board may be composed of only one person referred to as sole managing director (Directeur Général Unique).
Germany
GmbH – limited liability company
None.
Greece
Not applicable for this jurisdiction.
Hong Kong, SAR
Limited private companies
None, except director and company secretary.
Hungary
Private company limited by shares (Zrt.)
At least 3 directors are required for the board of directors.
In addition, company managers may be appointed by shareholders to assist directors in the day-to-day operations of a corporate entity in accordance with the instructions of the directors.
Directors may also authorize employees of a corporate entity to represent the company on a permanent basis, such authorization must -however- be limited in scope.
The auditor and supervisory board may additionally be appointed by shareholders. Appointment is mandatory in certain instances.
Limited liability company (Kft.)
At least 1 managing director is required.
In addition, company managers may be appointed by quotaholders to assist managing directors in the day-to-day operations of a corporate entity in accordance with the instructions of the managing director(s).
The managing director may also authorize employees of a company to represent the company on a permanent basis, such authorization must -however- be limited in scope.
The auditor and supervisory board may also be appointed by shareholders. Appointment is mandatory in certain instances.
India
Private limited company
None.
Indonesia
Limited liability company
A company is legally required to have a board of directors and a board of commissioners.
Ireland
Private company limited by shares (LTD)
Directors and secretary are the only officers required under statute. The constitution may allow for the appointment of a managing director or other executive officer(s).
External company
Determined by the laws of the jurisdiction of incorporation (see "Local Legal or Admin Representative Requirement").
Israel
Company
None required. Any optional officer is allowed.
Branch / representative office
Not applicable.
Italy
Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)
Applicable (e.g., attorney in fact).
Japan
Registered branch
Depends on the governing law of the foreign company.
Kabushiki-Kaisha (KK)
An accounting auditor is required for a KK that has stated capital of at least JPY-500 million or liabilities of at least JPY-20 billion (this kind of KK is called a "large company"). An accounting auditor is optional for all forms of KKs.
Godo-Kaisha (GK)
None.
Luxembourg
Private limited liability company (Société à responsabilité limitée or S.à r.l.)
None.
Public limited liability company (Société anonyme or S.A.)
None.
Special limited partnership (Société en commandite spéciale or SCSp)
None.
Malaysia
Not applicable for this jurisdiction.
Mauritius
Except for resident directors (1 for domestic companies and 2 for global business corporations) and for a company secretary (registered agent for an Authorized Company), there are no other obligations under Mauritius laws.
Mexico
S.A. de C.V.
All are optional.
S. de R.L. de C.V.
All are optional.
S.A.P.I. de C.V.
All are optional.
Netherlands
Branch office
Determined by governing law of the head office.
B.V. (private company with limited liability)
None required; optional officers (proxy holders) are allowed.
Co-operative U.A.
None required; optional officers (proxy holders) are allowed.
C.V. (a limited partnership)
None required; optional management committee members (proxy holders) are allowed.
New Zealand
Limited liability company
Not applicable for New Zealand.
Branch
Not applicable for New Zealand.
Nigeria
A small company is required to have at least 1 director, it is not required to have a company secretary or an external auditor. A public company is required to have at least 2 directors, a company secretary and an external auditor. It is, however, worthy to note that certain sector-specific regulations mandate the employment of specific officers in a company.
Norway
Private LLCs
It is not mandatory to have a general manager in private LLCs. CFO and COO are deemed as ordinary employees and are not mandatory.
Public LLCs
Public LLCs must have a general manager who is responsible for the day-to-day management of the company. No other officer is mandatory. CFO and COO are deemed as ordinary employees and are not mandatory.
Partnerships with unlimited liability
It is not mandatory to have a general manager or any other officers in a partnerships.
Peru
The board of directors (and when not applicable, the shareholders’ or the partners’ meeting) shall appoint 1 or more managers. One of them will be the CEO. These corporate bodies are allowed to appoint any additional officers and legal representatives.
Philippines
Subsidiary
Required: president, treasurer and secretary.
OPC
Required: treasurer and secretary. The single shareholder is the sole director and president of the OPC. They may also act as the treasurer, but they cannot be the secretary.
Branch office, representative office, regional or area headquarters and regional operating headquarters
Required: resident agent.
Partnership
Not applicable.
Poland
Not applicable for this jurisdiction.
Portugal
Not applicable.
Puerto Rico
Corporations
President and secretary are required. All others are optional.
Limited Liability Companies
None, unless otherwise required in the LLC's operating agreement.
Romania
Joint stock company (JSC)
Three censors and an alternate, unless a higher number is provided by the articles of association (odd number required).
Upon the fulfillment of certain conditions, appointment of financial auditors becomes mandatory.
Limited liability company (LLC)
Over 15 shareholders, appointment of 1 or more censors is mandatory.
Upon the fulfillment of certain conditions, appointment of financial auditors becomes mandatory.
Russia
Joint-stock company (public and non-public)
Typically, an executive body (sole or sole and collective) and internal auditor (or audit commission) are required.
Limited liability company
Typically, an executive body (sole or collective) is required. An internal auditor (or audit commission) is required in a company with more than 15 members.
Saudi Arabia
Limited liability company
An LLC must have a resident general manager.
Singapore
Limited liability company
Required: 1 local resident director or nominee director, auditor (unless exempted) and secretary.
Optional: managing director and chief executive officer.
South Africa
Public company
A public company is required to appoint an external auditor, as well as a company secretary.
A public officer must be appointed for tax purposes.
Private company
A private company is required to appoint an external auditor if it is required in terms of the Companies Act or Regulations, or in terms of its MOI, to have its annual financial statements audited. It may appoint a company secretary but is not required to do so.
A public officer must be appointed for tax purposes.
South Korea
Joint-stock company (Jusik Hoesa)
A joint-stock company is required to appoint a statutory auditor (or compose an auditing committee), unless the paid-in capital of the company is less than KRW1 billion.
Limited company (Yuhan Hoesa)
A limited company is not required, but may appoint 1 or more statutory auditor(s).
Spain
Branch (Sucursal)
A branch does not have officers.
Limited liability company (Sociedad Limitada)
Spanish companies do not have an equivalent of officers, though powers may be delegated to attorneys. Chairman and secretary are required if there is a board; vice-chairman and vice-secretary are allowed and typically used.
Joint-stock company (Sociedad Anónima)
Spanish companies do not have an equivalent of officers, though powers may be delegated to attorneys. Chairman and secretary are required if there is a board; vice-chairman and vice-secretary are allowed and typically used.
Sweden
Limited company (aktiebolag, AB)
Where the board consists of 2 or more directors, a chairman shall be appointed by the board.
A managing director is required in public ABs and is optional in private ABs.
A person authorized to receive service of process shall be appointed by the board of directors, where none of the AB's authorized representatives is a resident in Sweden. Such person is not granted any other authority or decision-making powers.
The board of directors may appoint 1 or more special company signatories with authority to represent and sign on behalf of the company (no decision-making powers).
Trading partnership (handelsbolag, HB)
HB must have 2 or more partners.
Partners may appoint 1 or more special company signatories with authority to represent and sign on behalf of a company (no decision-making powers). In addition, a power of procuration (Prokura) can be issued to give a natural or legal person a right to represent a HB in all matters related to the business activities and before authorities and courts.
Limited partnership (kommanditbolag, KB)
A KB must have 2 or more partners.
Partners may appoint 1 or more special company signatories with authority to represent and sign on behalf of a company (no decision-making powers). In addition, a power of procuration (Prokura) may be issued to give a natural or legal person the right to represent a KB in all matters related to the business activities and before authorities and courts.
Branch office (filial, Branch)
A foreign company may choose to appoint deputy managing director(s).
Switzerland
Stock corporation
None required; any optional officer is allowed, if the board of directors is authorized to delegate powers in the articles of incorporation.
Taiwan, China
No required officers.
Thailand
Not applicable for this jurisdiction.
Turkey
Not applicable for this jurisdiction, apart from certain industries (eg, banking, insurance).
Ukraine
Joint-Stock Company
For directors, there is a statutory minimum requirement of 1 director in a two-tier governance structure and 3 directors in a one-tier governance structure, and there is no maximum number.
United Arab Emirates
LLC
No other officers strictly required.
Branch
Same as LLC.
FZ-LLC
No other officers strictly required.
FZ-Branch
Same as FZ-LLC.
Dual Licensee Branch
Same as branch.
United Kingdom
Private limited company
At least 1 director required. Appointment of secretary optional.
Limited liability partnership (LLP)
Requirements governed by LLP Agreement.
Registered UK establishment
Not applicable for this jurisdiction.
United States
Typically a President or CEO and a Secretary is appointed; any other officer is allowed, but not required in most states; certain states may require statutory officers such as President, Chief Financial Officer, Treasurer and Secretary.
Vietnam
Generally, the company is required to have at least 1 general director or director. Any other optional officer, such as the deputy general director or deputy director, is allowed.