Board meeting requirements
Argentina
Not applicable for this jurisdiction.
Australia
Branch
Not applicable – this is subject to the requirements of the foreign company's place of incorporation.
Proprietary company
Formally nil, but there is usually at least 1 board meeting per year. Decisions of directors can be effected by a written resolution signed by all directors.
Public company
Formally nil, but there is usually at least 1 board meeting per year. Decisions of directors can be effected by a written resolution signed by all directors.
Austria
Stock corporation (AG)
An annual shareholders' meeting and at least 4 supervisory board meetings (at least each calendar quarter) are required.
Limited liability company (GmbH)
An annual shareholders’ meeting and, if at all, at least 4 meetings of the supervisory board (at least each calendar quarter) are required.
Bahrain
With Limited Liability (WLL)
The meeting requirements would be in accordance with that stated in the company’s deed of association.
Closed Shareholding Company (BSC(c))
The board of directors shall meet at least 4 times in the fiscal year, unless the company’s memorandum of association and articles of association provide for more times.
Foreign Branch (Branch)
Not applicable for this jurisdiction.
Belgium
Brazil
Limited liability company (Sociedade Limitada)
The rules for managers' meetings, if applicable, shall be set forth in the articles of organization.
Corporation (Sociedade Anônima)
To be established in the bylaws, if applicable.
Canada
Corporate subsidiary (Corporation form rather than flow-through form)
Typically at least 1 annual director meeting is required, which may be completed by written resolutions signed by all directors.
Chile
Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)
Board of directors’ meetings – if the company is administered by a board – may be freely established in the bylaws and, in that case, the board meeting may be held via technological means.
Corporation (Sociedad Anónima or S.A.)
At least 1 per year for private corporations and 1 per month for public corporations. The board meeting may be held via technological means, and minutes may be signed by electronic signature.
Simplified Corporation (Sociedades por Acciones or SpA)
These meetings may be freely established in corporate bylaws; in case of silence, rules for private corporations apply. The board meeting may be held via technological means.
Branch of a Foreign Legal Entity (Agencia)
Not applicable for a Chilean branch. The parent company shall comply with applicable foreign regulation.
China
Typically 1 annual board meeting is required, and resolutions may also be adopted via written consent if necessary.
Colombia
General partnership (Sociedad Colectiva)
Meetings of the partnership board must occur at least once a year, and ordinary and extraordinary meetings must comply with notification formalities. Every decision and meeting must be duly recorded in minutes and books of the company. Generally, meetings must be held in the company's domicile, unless the bylaws state other possibilities.
Limited partnership (Sociedad en Comandita Simple y por Acciones)
Meetings of the partnership board must occur at least once a year, and ordinary and extraordinary meetings must comply with notification formalities. Every decision and meeting must be duly recorded in the minutes and books of the company. Generally, meetings must be held in the company's domicile, unless the bylaws state other possibilities.
Limited liability company (Sociedad de Responsabilidad Limitada)
Meeting of the partnership board must occur at least once a year, and ordinary and extraordinary meetings must comply with notification formalities. Every decision and meeting must be duly recorded in the minutes and books of the company. Generally, meetings must be held in the company's domicile, unless the bylaws state other possibilities.
Corporation (Sociedad Anónima)
Meeting of the shareholders general assembly and the board of directors must occur at least once a year, and ordinary and extraordinary meetings must comply with notification formalities. Every decision and meeting must be duly recorded in the minutes and books of the company. Generally, meetings must be held in the company's domicile, unless the bylaws state other possibilities.
Simplified Stock Company (Sociedad por Acciones Simplificada)
Meetings of the shareholders general assembly and the board of directors must occur at least once a year, and ordinary and extraordinary meetings must comply with notification formalities. Every decision and meeting must be duly recorded in the minutes and books of the company. Generally, meetings must be held in the company's domicile, unless the bylaws state other possibilities.
Czech Republic
Limited liability company
Requirements depend on respective articles of association. Any time a management decision is required, however, it can be (and usually is) quite informal. If a company has more than 1 director, a resolution requires an approval of majority.
Joint stock company
Requirements depend on respective articles of association. Any time a management decision is required, however, it can be (and usually is) quite informal.
Denmark
Limited liability company (Kapitalselskab)
No requirements regarding the frequency. Meetings must be convened in Danish unless at least 1/2 of the board agree to hold the meeting in another language. Meetings may be completed in writing or using electronic communication unless 1 member of the board requires a verbal debate.
Egypt
Please refer to "Board of Director Meeting Requirements."
Finland
Osakeyhtiö (Oy)
No statutory minimum number requirement. In practice, at least 1 meeting must be held yearly. A meeting can be held by telephone or completed via consents by all directors.
France
Société par actions simplifiée (SAS)
According to the bylaws.
Société à responsabilité limitée (SARL)
None.
Société anonyme (SA)
According to the bylaws and the French Commercial code, the board of directors must meet at least once a year to close the annual accounts and convene the shareholders’ meeting called to approve the annual accounts; the executive board must meet at least once a year to close the annual accounts and convene the shareholders’ meeting called to approve the annual accounts, and the supervisory board must meet at least 4 time per year.
Germany
GmbH – limited liability company
There is no statutory requirement to have board meetings.
Requirements depend on the respective articles of association.
Greece
Societe Anonyme (S.A.)
The BoD convenes at the registered address of the company, but may also convene inside or outside Greece if provided in the articles of association or all members are present or represented. Another way of holding a meeting is by teleconference. The BoD is convened each time it must take a decision within its scope of authority.
Limited Liability Company (L.T.D.)
Provisions of articles of association determine any meeting requirements if there is more than 1 director.
Private Company (P.C.)
Provisions of articles of association determine any meeting requirements if there is more than 1 director.
Hong Kong, SAR
Limited private companies
Notice to all directors, but directors can agree to short notice.
Hungary
Private company limited by shares (Zrt.)
An annual meeting of the board of directors is required. If the Zrt. has a supervisory board, the board of directors must present a report on the financial position of the company quarterly to the supervisory board this presupposes quarterly board meetings).
Limited liability company (Kft.)
Because managing directors do not act as a board, but as individual officers (i.e., directors) of the Kft., an annual meeting of managing directors is not required. However, managing directors may hold meetings informally at their convenience.
India
Private limited company
At least 4 times in a year. Maximum gap between 2 meetings should not be more the 120 days. Every director is required to attend at least 1 meeting in a year.
Indonesia
Limited liability company
There are none under the Indonesian Company Law. However, the company's articles of association may stipulate requirements for meetings of the board of directors and the board of commissioners, such as the quorum, procedure and voting requirements.
Ireland
Private company limited by shares (LTD)
Subject to the constitution, the directors may meet as they think fit, and no minimum number of board meetings is required annually from a legal perspective (although regular board meetings are recommended for corporate governance purposes). The company's constitution will often provide for quorum and voting requirements.
External company
Determined by the laws of the jurisdiction of incorporation.
Israel
Company
The board convenes in accordance with the company’s requirements and at least once a year. Unanimous written consents, in lieu of meetings, are generally permitted.
Branch / representative office
Not applicable.
Italy
Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)
The articles of association of a S.r.l. may provide that the decisions of the board of directors are taken by way of written consultation or written consent. Written resolutions are not allowed for the S.p.A.
Japan
Registered branch
Depends on the governing law of the foreign company.
Kabushiki-Kaisha (KK)
Board of director meetings are required once in 3 months. If permitted by the articles of incorporation of the KK, a resolution in relation to an agenda proposed by a director can be replaced by written consents of all directors, unless none of the statutory auditors make an objection to such agenda.
Godo-Kaisha (GK)
None.
Luxembourg
Private limited liability company (Société à responsabilité limitée or S.à r.l.)
If more than one manager has been appointed, meetings of the board of managers would typically be held at least once a year and as many times as necessary.
If the articles of incorporation/association allow it, the resolutions of the board of managers may be adopted unanimously in writing by means of circular resolutions.
Public limited liability company (Société anonyme or S.A.)
If more than one director has been appointed, meetings of the board of directors would typically be held at least once a year and as many times as necessary.
If the articles of incorporation/association allow it, the resolutions of the board of directors may be adopted unanimously in writing by means of circular resolutions.
Special limited partnership (Société en commandite spéciale or SCSp)
No specific requirement applicable.
Malaysia
Not applicable for this jurisdiction.
Mauritius
A meeting of the board may be held by a number of the directors who constitute a quorum, being assembled together at the place, date and time appointed for the meeting.
A resolution of the board is passed if it is agreed to by all directors present without dissent or if a majority of the votes cast on it are in favor of it.
A majority of directors must be present at the meeting before a vote may be called and a company must keep minutes of all board meetings.
Mexico
S.A. de C.V.
No legal requirement.
S. de R.L. de C.V.
No legal requirement.
S.A.P.I. de C.V.
No legal requirement.
Netherlands
Branch office
Determined by governing law of the head office.
B.V. (private company with limited liability)
Typically 1 annual director meeting is being held, however more than 1 physical board may be advisable to create sufficient tax substance in the Netherlands.
Co-operative U.A.
Typically 1 annual board meeting is being held, however more than 1 physical board may be advisable to create sufficient tax substance in the Netherlands.
C.V. (a limited partnership)
None.
New Zealand
Limited liability company
There are no formally required board meetings, but there is usually at least 1 board meeting per year. Board decisions can be effected by way of a written resolution in lieu of a meeting signed by all directors entitled to receive notice of that meeting. However, a company's constitution can change the requirement for a unanimous resolution.
Branch
Not applicable, this is subject to the requirements of the overseas company's place of incorporation.
Nigeria
Under the Nigerian Company Law, directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they see fit, provided that the first meeting of the directors shall be held not later than 6 months after the incorporation of the company. A director, and a secretary on the requisition of a director, may summon a meeting of the directors. A meeting may only be validly convened where a notice of such meeting is issued at least 14 days before the date of the meeting to all members entitled to attend and vote at such meeting. The business of the meeting can be conducted where the quorum for the meeting has been formed. The directors may elect from amongst themselves a chairman who will preside over their meetings for a designated period. Decisions of the board are to be taken by a majority of votes and, in case of unequal votes, the chairman has a casting vote. Every director shall be entitled to receive notice of a meeting and failure to give notice shall invalidate the meeting. The notice period for a meeting of the board of directors shall be 14 days subject to the provisions of the articles of association.
Norway
A board meeting may be held by a physical or electronic meeting, or by written resolution, subject to the chairperson’s discretion. Minutes must be prepared from all board meetings.
Peru
Corporation, Closed Stock Corporation and Open Corporation (Sociedad Anónima or S.A., Sociedad Anónima Cerrada or S.A.C. and Sociedad Anónima Abierta or S.A.A.)
Board of directors’ meetings –if the company is administered by a board–.
At least once per year, before the annual obligatory shareholders’ meeting, the board of directors of corporations shall meet. The board meeting may be held by technological means.
Limited Liability Company (Sociedad de Responsabilidad Limitada or S.R.L.)
Not applicable for a Peruvian S.R.L.
Branch of a Foreign Legal Entity (Sucursal)
Not applicable for a Peruvian branch. The parent company shall comply with the applicable foreign laws.
Philippines
Not applicable in general.
Exception is a subsidiary where a notice (date, time, place, agenda) and presence of a quorum is required.
Poland
There is no statutory requirement with respect to any of the entities. In general, a management board meeting can be held if all management board members had been properly notified. However, articles of association can set further requirements to be met.
Portugal
Please refer to Board of director meeting requirements above.
Puerto Rico
Corporations
The board of directors may hold meetings within or outside the Commonwealth of Puerto Rico, unless otherwise provided by the certificate of incorporation or the bylaws. The meetings of the board of directors shall be notified to the directors pursuant to the provisions of the corporation’s bylaws.
Limited Liability Companies
None, unless otherwise provided in the LLC's operating agreement.
Romania
Joint stock company (JSC)
Board of directors/supervisory board shall meet every 3 months.
Limited liability company (LLC)
Directors are not required by law to form a board of directors.
Russia
Joint-stock company (public and non-public)
The procedure for convening and conducting of board meetings is determined by the charter of the company and internal regulations of the company (if adopted).
Limited liability company
The procedure for convening and conducting of board meetings is determined by the charter of the company and internal regulations of the company (if adopted).
Saudi Arabia
Limited liability company
If a board of directors was formed, requirements will be as provided in the Articles of Association of the company.
Singapore
Limited liability company
None under the CA and is typically set out under the constitution.
South Africa
Private and public companies (including personal liability companies)
A director who is authorized by the board of the company may call a meeting of the board at any time and must call such a meeting if required to do so by at least 25 percent of the directors if there are more than 12 directors or, if required, to do so by 2 directors in any other case.
A majority of directors must be present at the meeting before a vote may be called.
A company must keep minutes of all board meetings.
External company
Regulated by the foreign company's place of incorporation.
South Korea
Joint-stock company (Jusik Hoesa)
No board of directors meeting requirements; however, a resolution of board of directors is required to hold the general meeting of shareholders. Written resolutions in lieu of a board of directors meeting are prohibited.
Limited company (Yuhan Hoesa)
Board of directors is not a required organization.
Spain
Branch (Sucursal)
A branch does not have board meetings.
Limited liability company (Sociedad Limitada)
Bylaws usually govern most of this. Meetings can be in physical attendance, via written resolutions or others (eg, conference call) if legal requirements are met.
Joint-stock company (Sociedad Anónima)
Bylaws usually govern most of this. Meetings can be in physical attendance, via written resolutions or others (eg, conference call) if legal requirements are met.
Sweden
Limited company (aktiebolag, AB)
No statutory minimum number requirement. In practice, at least 1 inaugural meeting in connection with the annual meeting of shareholders. Can be held by telephone or completed via written consent by all directors.
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.
Switzerland
Stock corporation
At least one annual board of directors meeting is required; circular resolutions are possible. Minutes need to be kept of the board's discussions and resolutions and signed by the chairman and the secretary.
Taiwan, China
Company limited by shares
Generally, 1 regular board meeting is required, which can either be a physical meeting or held through video conferencing. For a non-public status company, a unanimous written resolution in lieu of a board meeting is allowed if its articles of incorporation so permit. A board meeting held by telephone conference is not permitted.
Closely-held company limited by shares
Generally, 1 regular board meeting is required, which can either be a physical meeting or held through video conferencing. A unanimous written resolution in lieu of a board meeting is allowed if its articles of incorporation permit. A board meeting held by telephone conference is not permitted.
Limited company
Not applicable for this jurisdiction.
Branch office of a foreign company
Not applicable for this jurisdiction.
Thailand
Private limited company
No requirements for board of directors’ meetings. However, the board of directors must at least hold a meeting to call an annual general meeting of shareholders.
Public limited company
The board of directors must hold a meeting at least once every 3 months.
Partnerships
Not applicable for this jurisdiction.
Turkey
Members of the board cannot vote on behalf of each other or participate in the meeting through proxy.
Ukraine
Limited Liability Company
There is no statutory requirement regarding board meetings. However, a company's charter usually provides a detailed procedure for convening of and voting at such meetings.
Private Joint-Stock Company
In a one-tier governance structure, the board of directors includes executive directors and may include non-executive directors. The board meetings are convened by the chair of the board initiative, at the request of a director, internal auditor and other person designated by the company’s charter. The board adopts a decision by a simple majority vote of all directors entitled to vote. The chair of the board may have a decisive voice.
United Arab Emirates
LLC
As stated in the LLC's memorandum.
Branch
Not applicable for this jurisdiction.
FZ-LLC
As stated in the FZ-LLC's articles of association.
FZ-Branch
Not applicable for this jurisdiction.
Dual Licensee Branch
Not applicable for this jurisdiction.
United Kingdom
Private limited company
No statutory requirement as to the conduct of board meetings. However, company's articles will commonly make provision for quorum and voting requirements.
Limited liability partnership (LLP)
No directors. Requirements governed by LLP Agreement.
Registered UK establishment
Not applicable for this jurisdiction.
United States
Typically at least 1 annual director meeting is required, which can be completed by written consent signed by all directors.
Vietnam
Please refer to the "Shareholder meeting requirements" and "Board of directors meeting requirements" sections.