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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

Quorum requirements for shareholder and board meetings

Argentina

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.

Australia

Branch

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

Proprietary company

Unless otherwise specified in the company's constitution, at least two shareholders must be present for the full meeting. A company may pass a resolution without a general meeting being held if all the shareholders entitled to vote on the resolution sign a document containing a statement that they are in favor of the resolution set out in the document.

Unless otherwise specified in the company's constitution, the quorum for a directors' meeting is two directors. The directors of a company may pass a resolution without a directors' meeting if all the directors entitled to vote on the resolution sign a document containing a statement that they are in favor of the resolution set out in the document.

Public company

Unless otherwise specified in the company's constitution, at least two shareholders must be present for the full meeting. A company may pass a resolution without a general meeting being held if all the shareholders entitled to vote on the resolution sign a document containing a statement that they are in favor of the resolution set out in the document.

Unless the directors determine otherwise, the quorum for a directors' meeting is two directors and the quorum must be present at all times during the meeting. The directors of a company may pass a resolution without a directors' meeting being held if all the directors entitled to vote on the resolution sign a document containing a statement that they are in favor of the resolution set out in the document.

Austria

Stock corporation (AG)

For a shareholder meeting, the presence of one single shareholder is sufficient. Resolutions are passed with the simple majority of the votes cast, except for important decisions, eg, change of articles (75% majority of the votes cast). For management and supervisory board meetings, typically a majority of the respective body must be present during such meeting; alternatively, all of the directors must execute written resolutions.

Limited liability company (GmbH)

For a shareholder meeting, the presence of at least 10% of the shareholders (meaning shareholders holding 10% of the shares) is required. Resolutions are passed with the simple majority of the votes cast, except for important decisions, eg change of articles (75% majority of the votes cast).

Bahrain

With Limited Liability (WLL)

The quorum for the general assembly of the shareholders shall not be valid unless shareholders holding at least 50% of share capital are present, unless the company’s memorandum of association provides for a larger majority.

No quorum required for board meetings, unless stated in the company's memorandum of association. 

Closed Shareholding Company (BSC(c))

For general assembly of the shareholders, typically the quorum for the meeting will only be valid if attended by a number of shareholders who have the right to vote and representing more than half the capital.

For board of directors meetings, typically the quorum for the meeting will only be valid if attended by at least half of the directors, provided that no less than three directors will be present, unless the company's articles of association requires a higher number or percentage.

Single Person Company (SPC) 

Not applicable for this jurisdiction.

Foreign Branch (Branch)

Not applicable for this jurisdiction.

Belgium

Public limited company (société anonyme/naamloze vennootschap)

Without prejudice to the law and the articles of association, the shareholders' meeting decides with majority of votes.

If the directors form a college, in principle, majority of votes.

Limited company (société à responsabilité limitée/besloten vennootschap)

Without prejudice to the law and the articles of association, the shareholders' meeting decides with majority of votes.

If the directors form a college (if more than one director), in principle, majority of votes.

Belgian branch office of a foreign company

Not applicable, since there are no shareholders or directors in a Belgian branch office.

Brazil

Limited liability company (Sociedade Limitada)

The general rule for quotaholders' meetings and managers' meetings (the latter, if applicable), is the majority of the company's capital and of the managers, respectively. The Brazilian Civil Code establishes higher quorum for some specific resolutions and the articles of organization may also establish other rules concerning the approval of resolutions.

Corporation (Sociedade Anônima)

For a shareholder meeting, shareholders representing 1/4 of the capital shall be present. In general, decisions shall be taken by at least the majority of the shareholders present at the meeting. Certain matters, expressly set forth in the law, require the approval by a higher quorum. The bylaws may establish other quorum requirements.

For the board of directors, the decisions shall be taken by the majority of directors. Other requirements shall be established by the bylaws.

Canada

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

For a shareholder meeting, the quorum set out in the corporate by-law must be present during the shareholder meeting. For directors, typically a majority of directors must be present (including 25% resident Canadian directors in some jurisdictions) during a board meeting; alternatively, all of the directors may execute written resolutions.

Chile

Unless otherwise stated in the bylaws, (i) for shareholders meetings the assistance quorum is the majority of the issued shares with right to vote in the first call and the majority of the attending shares in the second call and the quorum to approve most of the matters is the majority of the attending shares except regarding certain specific matters when the quorum to approve them is 2/3 of the issued shares with right to vote; and (ii) for board meetings the attendance quorum is the majority of the board members and the approval quorum the majority of the attending board members.

China

For foreign-invested LLCs, shareholder meeting is only applicable when there are two or more shareholders. Usually a majority of shareholders must be present during the shareholder meeting or sign a written consent. However, certain matters such as amendment to the Articles of Association must be approved by shareholders representing more than two thirds of the voting rights. In practice, AMR may require certain matters be approved by all shareholders if a shareholders' resolution is required by AMR for change of registration of the company. For directors, typically more than two thirds of directors must be present during a board meeting; certain matters must be approved by all directors.

Colombia

General partnership (Sociedad Colectiva)

Whether the partnership board encounters in an ordinary or extraordinary meeting, the majority of partners must be present or duly represented in order to have quorum. Colombian law allows partners to be present through simultaneous communication, but such event must be recorded in the correspondent minutes.

Limited partnership (Sociedad en Comandita Simple y por Acciones)

Whether the partnership board encounters in an ordinary or extraordinary meeting, all the managing partners and the limited partners or share limited partners that represent at least half of the company's capital must be present or duly represented in order to have quorum. Colombian law allows partners to be present through simultaneous communication, but such event must be recorded in the correspondent minutes.

Limited liability company (Sociedad de Responsabilidad Limitada)

Whether the partnership board encounters in an ordinary or extraordinary meeting, the majority of partners must be present or duly represented in order to have quorum. Colombian law allows partners to be present through simultaneous communication, but such event must be recorded in the correspondent minutes.

Corporation (Sociedad Anónima)

Whether the shareholders general assembly and the board of directors encounters in an ordinary or extraordinary meeting, the majority of shareholders or members of the board of directors must be present or duly represented in order to have quorum. Colombian law allows partners to be present through simultaneous communication, but such event must be recorded in the correspondent minutes.

Simplified stock company (Sociedad por Acciones Simplificada)

Whether the shareholders general assembly and the board of directors, if it is the case, encounters in an ordinary or extraordinary meeting, the majority of shareholders or members of the board of directors must be present or duly represented in order to have quorum. Colombian law allows partners to be present through simultaneous communication, but such event must be recorded in the correspondent minutes.

Czech Republic

Limited liability company

Not applicable for a single shareholder. For a shareholder meeting, presence of shareholders with at least 50% of all votes (each shareholder has one vote for each CZK1 of its contribution, unless otherwise stated in articles of association) is required. Resolutions are passed with the simple majority of the votes cast by the present shareholders, except for important decisions, eg, change of articles (75% majority of the votes cast by all shareholders). Requirements can be regulated in articles of association.

Joint stock company

Not applicable for a single shareholder. For a shareholder meeting, presence of shareholders with shares of nominal value or number that exceeds 30% of the registered capital is required, unless otherwise is stated in the articles of association. Resolutions are passed with the simple majority of the votes cast by the present shareholders, except for important decisions where higher quorums are required. For management and supervisory board meetings, typically a majority of respective body must be present during such meeting; alternatively, all directors must execute written resolutions. Requirements can be regulated in articles of association.

Denmark

Limited liability company (Kapitalselskab)

The board of directors or the supervisory board is quorate when more than half of its members are represented, unless a higher quorum is decided in the articles of association. However, resolutions cannot be passed without all members having been allowed to participate in the transaction of business, if possible.

When the provisions of the Danish Companies Act and the company's articles of association in regard of notice have been complied with, the actual turnout will be able to vote on the general meeting. However, the articles of association might stipulate a provision regulating if a certain number of votes of the shareholders' general meeting is required in order to pass a resolution.

Egypt

JSC

Shareholders:

  • Ordinary General Assembly Meeting (OGM):
    • Shareholders representing at least one quarter of the company's capital must attend the OGM. The AoA of the company can stipulate a higher mandatory attendance not exceeding 50% of shareholders (ie, the company's capital). If this minimum is not met at a first meeting, the OGM will be called to a second meeting within 30 days subsequent to the first meeting

    • The invitation of the first meeting may determine the date of the second meeting (if the required minimum attendance of the shareholders is not met) unless otherwise is provided under the AoA of the company

    • A second meeting will be deemed valid regardless the number of shares represented in the meeting

    • Resolutions of the OGM shall be issued by an absolute majority of the shares represented at the meeting (50% + 1 share of the attending shareholders)

    • The OGM must be attended by a minimum of 3 board members

  • Extra-Ordinary General Assembly Meeting (EGM):
    The provisions regulating the OGM under the Companies Law apply to the EGM and take into consideration the following:
    • The company's BoD may invite the EGM to be held upon the request of the shareholders representing at least 10% of the company's capital provided that such shareholders must deposit their shares at the company's headquarter or in any approved bank. The shares should not be withdrawn except after dismissal of the EGM. If the board does not convoke the EGM during one month from the date of submitting the request, the applicants may recourse to GAFI which will address the invitation itself

    • Shareholders representing at least half of the company's capital must attend the EGM. If this minimum quorum is not present in a first meeting, then shareholders are invited to a second meeting to be held within 30 days from the date of a first meeting.

    • A second meeting will be considered valid if attended by a number of shareholders representing at least one quarter of the company's capital

    • Resolutions of the EGM are issued by a majority of two thirds of the shares represented in the meeting

    • In case of the resolution being related to the increase of the authorized capital; the diminution of the capital; the dissolution of the company before its term; changing its purpose; its merging or splitting, in these cases, the voting majority shall be three quarters of the shares represented in the meeting

    • The EGM must be attended by a minimum of 3 board members

LLC

Quota-holders:

  • Ordinary General Assembly Meeting (OGM):
    • Quota-holders representing at least half of capital must attend an OGM (unless the AoI of the company stipulates a higher proportion). If this minimum is not met at a first meeting, then an OGM will be called to a second meeting within 30 days after the first meeting

    • A second meeting will be deemed valid regardless of the represented number of shares

    • Resolutions of the OGM shall be issued by an absolute majority of the quotas represented at the meeting (50% + 1 quota of the attending quota-holders)

    • The OGM must be attended by at least one manager and the auditor

  • Extra-Ordinary General Assembly Meeting (EGM):
    • Shareholders representing at least half of capital must attend the EGM. If this minimum quorum is not present in a first meeting, then shareholders are invited to a second meeting to be held within 30 days from the date of a first meeting

    • A second meeting will be considered valid if attended by a number of shareholders representing at least one quarter of capital. Every shareholder/quota-holder in JSC or LLC is entitled to attend the general assembly, personally or by a written proxy (ie, written power of attorney or authorization)

Every Shareholder in JSC or LLC is entitled to attend the General Assembly of Shareholders, personally or by written proxy.

OPC

Not applicable for this jurisdiction.

Branch

Not applicable for this jurisdiction.

RO

Not applicable for this jurisdiction.

Finland

Osakeyhtiö (Oy)

For a shareholders' meeting, no specific quorum requirements apply. For directors, at least more than half of directors must be participating in a board meeting.

France

Société par actions simplifiée (SAS)

According to the by-laws.

Société à responsabilité limitée (SARL)

For an ordinary general meeting, no quorum is required.

For an extraordinary general meeting (mainly for any decisions which imply a change of the by-laws):

  • If the company is incorporated before August 4, 2005: no quorum is required
  • If the company is incorporated after August 4, 2005: the general meeting's proceedings shall be considered valid only if the members present or represented have at least the quarter of shares when first convened and the fifth of those shares if the meeting is reconvened

Société anonyme (SA)

An ordinary general meeting, may validly deliberate when first convened only if the shareholders present or represented hold at least one fifth of the voting shares. Companies whose shares are not admitted to trading on a regulated market may provide for a higher quorum in their articles of association. If it is reconvened, no quorum is required. It makes its decisions on a majority of the votes held by the shareholders present or represented.

An extraordinary general meeting (mainly for any decisions which imply amendments of the by-laws), may validly deliberate when first convened only if the shareholders present or represented hold at least one quarter of the voting shares and, if reconvened, one fifth of the voting shares. Failing this, the second meeting may be postponed to a date not later than two months after the date originally scheduled. Companies whose shares are not admitted to trading on a regulated market may provide for higher quorums in their constitution.

The extraordinary general meeting shall make its decisions on a majority of two thirds of the votes held by the shareholders present or represented.

Quorum and majority for board of directors:

Quorum: the board of directors may validly deliberate only if at least half of its members are present.

Majority: unless the constitution requires a larger majority, the decisions are taken on a majority vote of the members present or represented.

Germany

GmbH – limited liability company

There are no statutory quorum requirements for shareholder and board meetings.

Requirements can be regulated in articles of association.

Greece

Societe anonyme (S.A.)

Decisions of general meetings are taken by absolute majority of shares represented in the meeting, unless increased quorum is provided by the company's articles of association.

Board meeting decisions are taken by absolute majority of the board members.

Limited liability company (L.T.D.)

Decisions during the meetings are taken by majority plus half of the total number of partners, representing more than half of the total company capital.

Private company (P.C.)

Decisions during the meetings are taken by majority plus half of the total number of partners, representing more than half of the total company capital.

Hong Kong

Limited private companies

If a company has only one member, that member present is a quorum of a general meeting of the company. Otherwise 2 members is a quorum of a general meeting of the company.

Quorum of board meetings depends on the Articles of Association of the Company.

Hungary

A quorum exists on shareholders'/quotaholders' meeting when more than one half of shareholders/quotaholders with voting rights is present.

Shareholders/quotaholders adopt resolutions by a majority of votes needed for the purposes of quorum. Some matters (eg, amendment of articles of association, increase/decrease of registered capital, transformation, dissolution) require a qualified majority (3/4 of votes) or even unanimity (if the amendment of articles of association would be detrimental for the rights of certain shareholders/quotaholders).

In a Kft., board of directors adopts resolutions by a majority of directors present.

India

Private limited company

For a shareholder meeting, usually a majority of shareholders must be present during the shareholder meeting. Corporate shareholders can appoint authorized signatories to attend the meetings on their behalf. For directors, at least two Directors must be present during a board meeting; alternatively, at least two directors must execute written resolutions. Written resolutions (referred to as circular resolutions) cannot be used for all purposes. Meetings can also be held via videoconference which is recorded and stored. Meetings via video conference cannot be used for certain purposes.

Indonesia

Limited liability company

The quorum for a shareholders' meeting depends on the agenda for the meeting. The quorum may be 2/3, more than 1/2, or at least 3/4 of all of the issued shares with valid voting rights depending on the nature of the resolutions to be passed and as stipulated under the company’s articles of association. If the quorum for the first meeting is not met, a second meeting may be held with a different quorum, depending on the agenda for the meeting.

The Indonesian Company Law does not set the quorum for meetings of the board of directors or the board of commissioners. These may be stipulated in the company's articles of association.

Ireland

Private company limited by shares (LTD)

Shareholder meetings - subject to the company's constitution, the minimum quorum requirement is two shareholders present in person or by proxy (or in the case of a single member company the quorum is one shareholder).  Shareholders can also approve resolutions by way of written resolutions.

Meetings of the board of directors - subject to the company's constitution, the minimum quorum requirement is two directors (or in the case of a company with a sole director the quorum is one director).  Subject to the company's constitution, written resolutions of the directors can also be used but require the unanimous consent of all directors.

 

External company

Determined by the laws of the jurisdiction of incorporation.

Israel

Company

Shareholder meetings – Unless otherwise determined in the company’s articles of association, the presence of at least two shareholders holding at least 25% of the voting rights is required.

Board meetings – Unless otherwise determined in the company’s articles of association, the presence of a majority of the directors is required.

Branch / representative office

Not applicable.

Italy

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

The quota required for the meetings are provided by the Articles of Association or by law.

Japan

Registered branch

Depends on the governing law.

Kabushiki-Kaisha (KK)

For a shareholder meeting, usually a majority of shareholders must be present at the meeting and a majority vote of the shareholders present is required, or all shareholders must sign written consents to a particular agenda. For a board meeting, usually a majority of directors must be present at the meeting and a majority vote of directors present is required. The resolution can be replaceable by all directors' written consent as mentioned in Board meeting requirements.

Godo-Kaisha (GK)

A majority vote of members.

Luxembourg

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

Shareholders' meetings

Except in the event of an amendment to the articles and unless otherwise provided in the articles of association of the company, no decision shall be validly adopted unless it has been adopted by shareholders representing more than half of the share capital of the company. Unless otherwise provided by the articles, if that quorum is not reached at the first meeting or first written consultation, the shareholders shall be convened or consulted a second time, by registered letter, and decisions shall be adopted by a majority of the votes cast, regardless of the portion of capital represented.

Unless otherwise provided in the articles of association of the company, the shareholders representing ¾ of the share capital of the company can amend the articles of association. The increase of the shareholders' commitments can only be decided unanimously.

Board meetings

Unless otherwise provided in the articles of association of the company, resolutions are validly adopted by a majority of the votes cast, provided that the majority of the managers are present or represented at the meeting.

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

Shareholders' meetings

Except in the event of an amendment to the articles of association and unless otherwise provided in the articles of association of the company, decisions are validly adopted by the majority of the votes cast, provided that the majority of the shareholders are present or represented at the meeting.

Unless otherwise provided in the articles of association of the company, amendments to the articles of association of an S.A. require:

  • That at least half of the share capital of the S.A. is represented at the meeting, and
  • The favourable votes of at least 2/3 of the votes cast

If the first requirement is not met at the first meeting, a second general meeting may be convened at least 15 days in advance. At such second meeting, the amendments will be adopted by 2/3 of the votes cast, regardless of the portion of share capital represented.

The increase of the shareholders' commitments can only be decided unanimously.

Board meetings

Unless otherwise provided in the articles of association of the company, resolutions are validly adopted by a majority of the votes cast, provided that the majority of the directors are present or represented at the meeting.

Special limited partnership (Société en commandite spéciale or SCSp)

The form and quorum (if any) applicable to the decisions of the manager(s) must be detailed in the limited partnership agreement.

Decisions to be adopted by partners and the relevant quorums for partners' meetings must be provided for in the limited partnership agreement.

Unless otherwise provided in the limited partnership agreement, the following rules apply:

  • Any decision of the partners will be adopted by the favorable vote of the majority of the votes cast, save for
  • Any amendments to the corporate purpose, the nationality, the transformation or the liquidation of the SCSp must be adopted by the favorable votes of ¾ of the partnership interests and in any event unanimously by the general partner(s)

Malaysia

Quorum for shareholders meeting is not less than 2 members for a company that has more than 1 shareholder.

Quorum for board of directors meeting is fixed to the total number of directors and, if not fixed, it is a majority of directors. Quorum for board meeting is not less than 2 directors for a company that has more than 1 director.

Mexico

S.A. de C.V.

There are two kinds of shareholder meeting:

  • General, which include all the shares representing the capital stock of the company, and
  • Special, which include only a specific class or series of shares

Both such kinds of shareholders’ meetings are sub-classified in:

  • Ordinary, which requires half of the shares to be represented for deeming as legally convened a meeting, and its resolutions shall be adopted by at least the majority of votes present in a specific meeting, and
  • Extraordinary, which requires three quarters of the shares to be represented for deeming as legally convened a meeting, and its resolutions shall be adopted at least, by the shareholders representing half of the capital stock of the company

Board of directors shall be considered as legally convened if half of its members are present in a specific meeting, its resolutions shall be adopted by at least majority of votes.

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

There is only one kind of partners meeting. Such partners’ meeting requires half of the capital to be represented for deeming as legally convened a meeting, and its resolutions shall be adopted by at least the majority of votes present in a specific meeting; provided that:

  • For amending the corporate by-laws, the vote of the partners representing third quarters of the social capital is required, and
  • For amending the corporate purpose or increasing the partners’ obligations, the unanimous vote of all the partners is required

Board of managers shall be considered as legally convened if half of its members are present in a specific meeting, its resolutions shall be adopted by at least majority of votes.

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

There are two kinds of shareholder meeting:

  • General, which include all the shares representing the capital stock of the company, and
  • Special, which include only a specific class or series of shares.

Both such kinds of shareholders’ meetings are sub-classified in:

  • Ordinary, which requires half of the shares to be represented for deeming as legally convened a meeting, and its resolutions shall be adopted by at least the majority of votes present in a specific meeting, and
  • Extraordinary, which requires three quarters of the shares to be represented for deeming as legally convened a meeting, and its resolutions shall be adopted, at least, by the shareholders representing half of the capital stock of the company

Board of directors shall be considered as legally convened if half of its members are present in a specific meeting, its resolutions shall be adopted by at least majority of votes.

Netherlands

Branch office

Determined by governing law of the head office.

B.V. (private company with limited liability)

For a shareholder meeting, usually a majority of shareholders must be present during the shareholder meeting (unless the Articles of the BV prescribe otherwise). Shareholders can adopt resolutions without holding a meeting (for example in writing). For directors, typically a majority of directors must be present during a board meeting (unless the Articles prescribe otherwise); alternatively, the directors can execute written resolutions (observing the provision included in the Articles and any restrictive tax substance requirements).

Co-operative U.A.

For a meeting of members, usually a majority of members must be present during the meeting (unless the Articles of the Co-operative prescribe otherwise). If provided for in the Articles, the members can adopt resolutions in writing without holding a meeting. For board members, typically a majority of them must be present during a board meeting (unless the Articles prescribe otherwise); alternatively, the board members can execute written resolutions (taking into account the relevant provisions in the Articles and any restrictive tax substance requirements).

C.V. (a limited partnership)

For a partners meeting, usually a majority of partners must be present during the meeting (unless the partnership agreement otherwise). The partners can adopt resolutions in writing without holding a meeting. If the partnership agreement provides for the possibility to elect a management committee, then it will also include requirements in respect of meetings of the management committee (such as minimum number of meetings per year, quorum requirements and place of meetings).

New Zealand

Limited liability company

Unless otherwise specified in the company's constitution, a quorum is present if shareholders or their proxies are present or have cast postal votes who are between them able to exercise a majority of the votes to be cast on the business to be transacted by the meeting. A company may pass a resolution without a general meeting being held if all the shareholders entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document.

Unless otherwise specified in the company's constitution, the quorum for a directors' meeting is a majority of directors. The directors of a company may pass a resolution without a directors' meeting if all the directors entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document.

Branch

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

Norway

Private LLCs

The board of directors forms a quorum when more than half of the director are present or participate in the board meeting. Stricter requirements may be determined in the articles of association. All directors must be given the opportunity to participate in the meeting in order for the board to form a quorum.   

There is no quorum requirements for the general meeting, but as some decisions require unanimity there will in effect be quorum requirements for such decisions. Notice of the general meeting must as a general rule be sent at least one week before the general meeting. Stricter requirements may be set out in the articles of association. Shareholders may waive the notice requirements.

Public LLCs

The board of directors has a quorum when more than half of the director are present or participate in the board meeting. Stricter requirements may be determined in the articles of association. All directors must be given the opportunity to participate in the meeting in order for the board to form a quorum.   

There is no quorum requirements for the general meeting, but as some decisions require unanimity there will in effect be quorum requirements for such decisions. Notice of the general meeting must as a general rule be sent at least two week before the general meeting. Stricter requirements may be set out in the articles of association. Shareholders may waive the notice requirements.

Partnerships with liability

The board of directors has a quorum when more than half of the director are present or participate in the board meeting. Stricter requirements may be determined in the partnership agreement. All directors must be given the opportunity to participate in the meeting in order for the board to form a quorum.   

All decisions made by the partnership meeting must be unanimous, unless the partnership agreement states otherwise. 

Philippines

Generally not applicable.

Exception is a subsidiary:

  • Majority of a Board of directors as provided in the articles of incorporation, unless otherwise provided in by-laws
  • Stockholders representing a majority of the outstanding capital stock, unless otherwise provided in by-laws

Poland

Generally, no quorum applies to shareholders' meetings (in limited liability companies, joint-stock companies and limited joint-stock partnerships); however, the Commercial Companies Code provides for several exceptions to this rule – and further exceptions may be specified in the company's articles of association.

Portugal

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

There are no quorum requirements for shareholder meetings.

In case of plural management of the company, and if not provided otherwise in bylaws, only meetings summoned in which the majority of directors are present are valid. For meetings which have not been summoned, all directors should be present.

Private limited liability company (LDA)

Meetings of shareholders should be summoned with a 15-day prior notice, unless the by-laws establish different formalities and a longer prior notice period.

The quorum requirement to hold a summoned shareholders meeting will vary depending on the agenda of the meeting. If not summoned, the meeting will be valid only if all the shareholders are present.

In the case of plural management of the company, and if not otherwise provided in the bylaws, those meetings that are summoned and have a majority of directors present are valid. Otherwise, in the case of meetings which have not been summoned, all directors should be present.

Joint stock company (SA)

Meetings of the shareholders have to be summoned with a 21-day prior notice, unless bylaws establish different formalities and a longer prior notice period.

The quorum requirement to hold a summoned shareholders meeting will vary depending on the agenda of the meeting. If not summoned, the meeting will be valid only if all shareholders are present.

In the case of plural management of the company, and if not otherwise provided in the bylaws, those meetings that are summoned and have a majority of directors present are valid. Otherwise, in the case of meetings which have not been summoned, all directors should be present.

Puerto Rico

Corporations

  • Board meetings: A majority of the total number of directors shall constitute a quorum for the transaction of business, unless the certificate of incorporation or bylaws require a greater number.
  • Shareholder meetings: Unless otherwise provided in the certificate of incorporation or bylaws, a majority of the shares entitled to vote, whose holders are present in person or represented by proxy, shall constitute a quorum at a shareholders' meeting.

Limited Liability Companies

None, unless otherwise provided in the LLC’s operating agreement.

Romania

Joint stock company (JSC)

Quorum requirements for shareholders' meeting

  • Ordinary general meeting of shareholders:
    • At least 1/4 of the total number of voting rights at the first convening
    • No quorum requirements at second convening
  • Extraordinary general meeting of shareholders:
    • At least 1/4 of the total number of voting rights at first convening
    • At least 1/5 of the total number of the voting rights at second convening

Voting requirements of shareholders' meeting

  • Ordinary general meeting of shareholders:
    • Majority of the expressed votes at both first and second convening
  • Extraordinary general meeting of shareholders
    • Majority of votes of present/represented shareholders at both first and second convening
    • Certain decisions require a higher voting threshold (eg, at least 2/3 of the voting rights in case of change of the main business object, the increase/decrease of the share capital, etc.)

In certain cases, articles of association may deviate from quorum and voting legal requirements.

  • Quorum requirements for the board of directors meeting:
    • At least 1/2 of the total number of members, unless the articles of association provide for a higher number
  • Voting requirements of board for directors meeting:
    • Vote of majority of the present members

Limited liability company (LLC)

Quorum requirements of shareholders' meeting

Depend on the voting requirements. 

Voting requirements of shareholders' meeting

As a rule, a double majority is required by law (ie, absolute majority of shareholders and shares), unless otherwise provided by the articles of association, at first convening; simple majority applies at second convening. Unless otherwise provided, unanimity is required for amending the articles of association.

Russia

Joint-stock company (public and non-public)

Normally, general shareholders' meeting: more than 50% of votes.

Board of directors: not less than 50% of elected members.

Limited liability company

General members' meeting: no direct requirements. However most of decisions shall be taken by a majority of votes of the company’s members. Some decisions shall be taken by a two-third majority of votes of the company’s members or by all members of a company unanimously.

Board of directors: no special requirements.

Saudi Arabia

Limited liability company

Quorum requirements will be as provided in the Articles of Association of the company.

Singapore

Limited liability company

At any general meeting, the company's constitution may specify a quorum. If the quorum is not stated, any two members personally present at the meeting are enough to form the quorum unless the company has only one member in which case such member is sufficient. In addition shareholders may also pass circular resolutions if permitted under the constitution.

South Africa

To commence a shareholders meeting, there must be a sufficient number of shareholders present to exercise at least 25% of the voting rights entitled to be exercised in respect to at least one matter to be decided at the meeting.

A matter to be decided at the shareholders meeting cannot be considered unless a sufficient number of shareholders is present at the meeting. At least 25% of all voting rights that are entitled to exercise on a matter that is called on the agenda must be present.

A company’s MOI may specify a lower or higher quorum requirement for a shareholders’ meeting. Subject to a different threshold having been set in the company's MOI, a shareholders' meeting of a company with more than two shareholders cannot commence until at least three shareholders attend.

For an ordinary resolution to be approved by shareholders, it must be supported by more than 50% of the voting rights exercised. For a special resolution to be approved by shareholders, it must be supported by at least 75% of the voting rights exercised.

If the attendance requirement for the meeting is not met within one hour after the meeting is scheduled to begin, the meeting must be postponed for one week. At the postponed meeting, the shareholders present at the meeting in person or by proxy are deemed to be a quorum.

The quorum requirement for a Board meeting is the majority of directors, unless the company's MOI states otherwise.

South Korea

Joint-stock company (Jusik Hoesa)

For a general meeting of shareholders, an ordinary resolution must be adopted by a majority of the votes of the shareholders present at the meeting and 1/4 or more of the total number of the shares issued and outstanding; a special resolution (required for certain decisions specified in the commercial code, such as the transfer of all or an important part of the company's business) must be adopted by 3/4 or more of the votes of the shareholders present at the meeting and 1/3 or more of the total number of shares issued and outstanding.

For board of directors meeting, resolutions must be adopted by the presence of a majority of the directors in office and the affirmative votes of a majority of directors present at the meeting.

Limited company (Yuhan Hoesa)

For a general meeting of members, an ordinary resolution must be adopted by presence of members holding a majority of votes and by majority of the votes present at the meeting; a special resolution (required for decisions specified in the commercial code, such as the transfer of all or an important part of the company's business) must be adopted by majority of all the members and 3/4 or more of the total votes held by all the members.

If a limited company has two or more directors, directors shall make their decisions by a majority vote of the directors.

Spain

Branch

A branch does not have shareholder or board meetings.

Limited liability company

There is no minimum quorum for shareholders meetings, although it can be modified in bylaws of the company and there is a minimum quorum to pass resolutions. For directors, typically a majority of directors must be present during a board meeting; alternatively, all of directors can execute written resolutions.

Joint-stock company

For shareholders meetings, 25% of shareholders must attend or be represented on first call. Bylaws can establish different quorums. For directors, typically a majority of directors must be present during a board meeting; alternatively, all of directors can execute written resolutions.

 

Sweden

Limited company (Sw. aktiebolag, AB)

No specific quorum requirements apply for a shareholders' meeting. Resolutions are passed with the simple majority of the votes cast, except for important decisions, eg, change of articles (two thirds of the votes cast is required). Shareholders' meetings may be held by written consent by all shareholders. For directors, typically a majority of directors must be participating during a board meeting; alternatively, all of directors must execute written resolutions.

Trading partnership (Sw. handelsbolag, HB)

Not applicable for this jurisdiction.

Limited partnership (Sw. kommanditbolag, KB)

Not applicable for this jurisdiction.

Branch office (Sw. filial, Branch)

Not applicable for this jurisdiction.

Switzerland

Stock corporation

For shareholders' meetings, subject to certain decisions that require a qualified majority of two-thirds of the represented voting rights and an absolute majority of the nominal value of represented shares, no attendance quorum applies and resolutions may be taken with simple majority of represented shares. Further, a company's articles of incorporation may stipulate additional quorum requirements.

For board meetings, subject to a company's articles of incorporation and/or organizational regulations, no attendance quorum applies and decisions may be taken by simple majority of the cast votes.

Taiwan

Company limited by shares

Other than for certain important matters stated in the Company Act and/or its articles of incorporation, a simple majority must be present for both board (directors) and shareholders' (voting shares) meetings.

Closely-held company limited by shares

Other than for certain important matters stated in the Company Act and/or its articles of incorporation, a simple majority must be present for both board (directors) and shareholders' (voting shares) meetings.

Limited company

Not applicable for this jurisdiction.

Branch office of a foreign company

Not applicable for this jurisdiction.

Thailand

Private limited company

Subject to company's articles of association, quorum for a board of directors' meeting is three members (when total number of directors exceeds three). A quorum for a shareholders' meeting is at least one-fourth of the company's capital.

Public limited company

For a board of directors' meeting, at least half of total number of directors is required to constitute a quorum. For a shareholders' meeting, amount of shareholders and proxies (if any) attending the meeting must be not less than 25 persons or not less than one half of the total number of shareholders and, in either case, such shareholders must hold shares in the amount not less than one-third of the total number of shares needed to constitute a quorum.

Partnerships

Not applicable for this jurisdiction.

Turkey

Joint-stock company (JSC)

Unless a higher quorum is required by law or by the articles of association, general assembly convenes with the presence of shareholders representing one-quarter of the share capital. This quorum must be preserved throughout the meeting. If this quorum is not met at a first meeting, the shareholders are called to a second meeting. At the second meeting, present shareholders can adopt resolutions on any matter, irrespective of share capital they represent. Resolutions are passed by a simple majority of votes. However, Turkish Commercial Code introduces qualified meeting and resolution quorum requirements for certain issues such as change of nationality of the company, change of scope of activities and change of legal form.

In JSCs, unless a higher quorum is required by law and/or the articles of association, board of directors convenes with the majority of members and resolutions are passed by the vote of majority of members present at the meeting.

Limited liability company (LLC)

All general assembly decisions, including election decisions, require the vote of one-half of partners present at the meeting, unless otherwise provided in the articles of association. The Turkish Commercial Code introduces qualified meeting and resolution quorum requirements in LLCs for certain issues such as change of scope of activities, creating privileged shares and so on. Quorum and voting rights must be proportionate to shareholdings. However, different classes of shares with different voting rights can be issued. It is possible for a company to issue privileged voting shares, although a privilege can only be granted to the share (or a class of shares) and not to the shareholder(s) per se.

In LLCs, a quorum for managers' convening is not established by law, but the law merely stated the quorum required to pass a resolution. If there is more than one manager, resolutions are passed by a simple majority of votes. Articles of incorporation may require a higher quorum to pass resolutions and a quorum for convening.

United Arab Emirates

LLC

The quorum for the general assembly shall not be valid unless one or more partners holding at least 75% of share capital are present. If the said quorum is not present at the first general assembly, the partners shall be invited to another meeting to be held within 14 days from the date of the first meeting, provided that partners holding at least 50% of the share capital are present. If the required quorum is not present at the second meeting, then the partners shall be invited to a third meeting to be held upon the expiry of 30 days from the date of the second meeting. The quorum at the third meeting shall be valid irrespective of the partners present at the meeting.

Branch

Not applicable for this jurisdiction.

FZ-LLC

As set out in the memorandum and articles of association of the company (aside from the first shareholders' meeting to confirm election of directors, which shall be a majority of the shareholders of the company, present in person or by proxy).

FZ-Branch

Not applicable for this jurisdiction.

Dual Licence Branch

Not applicable for this jurisdiction.

United Kingdom

Private limited company

In the case of a shareholders' meeting, the minimum quorum is 2 (or one in the case of a company with a single member). There is no statutory requirement concerning quorum at board meetings. However, a company's articles will normally stipulate a quorum of 2 (unless there is a sole director). Written resolutions of the shareholders can be used.

Written resolutions of the directors can be used and require the unanimous consent of all directors.

Limited liability partnership (LLP)

No shareholders/directors. Requirements governed by LLP Agreement.

Registered UK establishment

Not applicable for this jurisdiction.

United States

For a shareholder meeting, the quorum set out in the corporate bylaws must be present during the shareholder meeting (typically a majority of those eligible to vote). For directors, typically a majority of directors must be present during a board meeting; alternatively, all of the directors may execute written resolutions.

Vietnam

Joint stock company (JSC)

Quorum for a meeting of GSM to be conducted

  1. Where the number of attending shareholders represents at least 51% of the total number of shares entitled to vote (the charter might stipulate a higher percentage)
  2. Where a meeting is not able to be conducted for the first time because the condition stipulated above is not satisfied, the meeting may be convened for a second time within 30 days from the date of the intended opening of the first meeting, unless otherwise stipulated in the charter of the company. A meeting of the GSM which is convened for a second time shall be conducted where the number of attending shareholders represents at least 33% of the total number of shares entitled to vote
  3. Where a meeting convened for a second time is not able to be conducted because the condition stipulated above is not satisfied, it may be convened for a third time within 20 days from the date of the intended opening of the second meeting, unless otherwise stipulated in the charter of the company. In this case, a meeting of the GSM shall be convened irrespective of the total number of shares entitled to vote of shareholders attending the meeting

Quorum for passing a resolution of GSM

  1. A resolution is approved by a number of shareholders representing at least 51% of the total number of shares entitled to vote of all attending shareholders, except for the cases as further in points 2 and 3 below (the charter might stipulate a higher percentage)
  2. A resolution on some important matters shall be passed if it is agreed by a number of shareholders representing at least 65% of the total number of voting slips of all attending shareholders; the specific percentage shall be stipulated in the charter of the company
  3. A resolution of the GSM will be passed by way of collection of written opinions if it is approved by members representing at least 51% of the total number of shares entitled to vote; the specific percentage will be stipulated in the charter of the JSC 

Quorum for the meeting of BOD

A meeting of the BOD shall be conducted where 3/4 or more of the total members are in attendance. If this condition is not satisfied, it shall be convened for a second time within 7 days from the intended date of the first meeting, except where the charter stipulates some other shorter time-limit. In this case, the meeting shall be conducted if more than half of the number of members of the BOD attends the meeting.

Quorum for passing a resolution of BOD

Except where the charter of the company provides for any other higher percentage, a resolution of the BOD shall be passed when it is agreed by the majority of the members in attendance; in the case of a tied vote, the final decision shall be made in favor of the vote of the chairman of the BOD.

Multi-member limited liability company (2M-LLC)

Quorum for a meeting of MC to be conducted

  1. Where the attending members represent at least 65% of the charter capital; the specific percentage will be stipulated in the charter of the 2M-LLC
  2. Where a meeting does not take place because the condition stipulated above is not satisfied, the meeting may be convened for a second time within 15 days from the date on which the first meeting was intended to be opened. A meeting of the MC which is convened for a second time will be conducted where the attending members represent at least 50% of the charter capital
  3. Where a meeting which has been convened for a second time does not take place because the condition stipulated above is not satisfied, it may be convened for a third time within 10 working days from the date on which the second meeting was intended to be opened. In this case, the meeting of the MC will be conducted irrespective of the number of attending members and of the amount of charter capital represented by attending members

Quorum for passing a resolution of MC

Unless otherwise stipulated in the charter of the 2M-LLC, a resolution of the MC will be passed in a meeting in the following cases:

  1. It is approved by the number of votes representing at least 65% of the aggregate capital of the attending members
  2. In respect of some important decisions, the approval by the number of votes representing at least 75% of the capital of the attending members will be required
  3. A resolution of the MC will be passed by way of collection of written opinions if it is approved by members representing at least 65% of the charter capital; the specific percentage will be stipulated in the charter of the 2M-LLC

Single-limited liability company (IM-LLC)

Quorum for a meeting of MC (if any) to be conducted

A meeting of the MC will be conducted where at least two thirds of the total number of members attend.

Quorum for passing a resolution of MC

A resolution of the MC will be passed when it is agreed by more than half of the attending members. However, important decisions must be agreed to by at least three quarters of the attending members.