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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

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

Argentina

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.

Australia

Branch

A foreign company must lodge the following financial statements with ASIC once a year:

  • Balance sheet
  • Profit and loss statement
  • Cash flow statement, and
  • Any other document the company is required to prepare by the law of its place of origin

Audit is generally not required but ASIC may request audited financial statements if previously lodged statements are insufficient.

Proprietary company

A company may decide where to keep the financial records, but if kept outside Australia sufficient written information must be kept in Australia to enable true and fair financial statements to be prepared.

A small proprietary company does not have to have its accounts audited unless:

  • It is a "disclosing entity"
  • It is controlled by a foreign company and its financial results are not included in any consolidated accounts of the foreign company lodged with ASIC (some exemptions apply) or
  • Shareholders holding at least 5% of ordinary shares require it to do so, or ASIC requires it to prepare audtied financial statements

All other proprietary companies (eg, large proprietary companies) are required to have their accounts audited. The auditor must be registered in Australia. If various criteria are satisfied, foreign companies are entitled to apply to ASIC for relief from the requirement to have their accounts audited.

Public company

All public companies are required to have their annual financial statements audited. The auditor must be registered in Australia.

Austria

Stock corporation (AG)

Yes.

Limited liability company (GmbH)

Yes; only very "small" companies with limited liability (ie balance sheet total of less than €4.84 million; annual turnover of less than €9.68 million, and not more than 50 employees) are exempt from the mandatory audit.

Bahrain

With Limited Liability (WLL)

Audited financial statements are required. The auditor is required to be in Bahrain and must be licensed to practice the profession. Company's books must be kept locally.

Closed Shareholding Company (BSC(c))

Audited financial statements are required. The auditor is required to be in Bahrain and must be licensed to practice the profession. Company's books must be kept locally.

Single Person Company (SPC)

Audited financial statements are required. The auditor is required to be in Bahrain and must be licensed to practice the profession. Company's books must be kept locally.

Foreign Branch (Branch)

Audited financial statements are required. The auditor is required to be in Bahrain and must be licensed to practice the profession. Company's books must be kept locally.

Belgium

Public limited company (société anonyme/naamloze vennootschap)

Only "large" companies are obliged to appoint a statutory auditor. A Belgian company is considered to be a "large company" if it exceeds at least two out of the following criteria during the two previous financial years:

  •  A yearly turnover, VAT excluded, of EUR 9 million
  • A minimum of 50 employees or
  • A total balance sheet of EUR 4.5 million

Belgian public limited companies which are part of a group which is required to draft and publish consolidated annual accounts will need to appoint a statutory auditor in Belgium.

  • The statutory auditor will be appointed for a term of three financial years
  • The statutory auditor has to be recognized by the competent Belgian authorities
  • The company's books should be kept at the registered office of the company

Limited company (société à responsabilité limitée/besloten vennootschap)

Only "large" companies are obliged to appoint a statutory auditor. A Belgian company is considered to be a "large company" if it exceeds at least two out of the following criteria during the two previous financial years:

  • A yearly turnover, VAT excluded, of EUR 9 million
  • A minimum of 50 employees or
  • A total balance sheet of EUR 4.5 million

Belgian limited companies which are part of a group which is required to draft and publish consolidated annual accounts will need to appoint a statutory auditor in Belgium.

  • The statutory auditor will be appointed for a term of three years
  • The statutory auditor has to be recognized by the competent Belgian authorities
  • The company's books should be kept at the registered office of the company

Belgian branch office of a foreign company

The Belgian branch office will have to keep its own separate books in view of its tax filings. No auditor will have to be appointed.

Brazil

Limited liability company (Sociedade Limitada)

An audit is not required for a Sociedade Limitada.

Although the Brazilian Law sets forth corporate books for a Sociedade Limitada (book of quotaholders' meeting, managers' meeting and fiscal council meetings, if applicable), there is no penalty in case of not having them (in practice, most Sociedades Limitadas do not usually open corporate books). In case they are opened, they shall be kept at the company's headquarters.

Corporation (Sociedade Anônima)

An audit is not generally required for private, non-listed companies. Corporate books (share transfer book, registry of shares, book of attendance at shareholders' meetings, book of shareholders' meetings, book of board of officers meetings, book of board of directors meetings – if applicable, book of fiscal council meetings, if applicable) shall be kept at the corporation's headquarters.

Canada

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

Auditor

An audit is not generally required for private, non-listed companies provided shareholder approval is obtained.

Books

Generally corporate books, such as the minute book, must be kept in Canada, typically with the company or with the company's attorneys. A corporation may keep all or any of its records at a place other than the registered office of the corporation if the records are available for inspection during regular office hours at the registered office by means of a computer terminal or other electronic technology.

Chile

Local financials are audited in open corporations. This auditor must be registered with the Comisión para el Mercado Financiero. For any entity, company books must be kept locally.

China

An annual audit is required. The auditor must be located in local jurisdiction. Generally corporate books, such as the minute book, should be kept with a company.

Colombia

General partnership (Sociedad Colectiva)

Statutory auditors are required if the company exceeds certain amount of assets determined by law and must be local. The corporate and accounting books should be kept in the company's domicile.

Limited partnership (Sociedad en Comandita Simple y por Acciones)

Statutory auditors are required if the company exceeds certain amount of assets determined by law and must be local. The corporate and accounting books should be kept in the company's domicile.

Limited liability company (Sociedad de Responsabilidad Limitada)

Statutory auditors are required if the company exceeds certain amount of assets determined by law and must be local. The corporate and accounting books should be kept in the company's domicile.

Corporation (Sociedad Anónima)

Statutory auditor is required by law and must be local. The corporate and accounting books should be kept in the company's domicile.

Simplified stock company (Sociedad por Acciones Simplificada)

Statutory auditor is not required by law and must be local. The corporate and accounting books should be kept in the company's domicile.

Czech Republic

Limited liability company

Yes; only "small" companies with limited liability are exempt from the mandatory audit.

Joint stock company

Yes; only "small" joint stock companies are exempt from the mandatory audit.

Denmark

Limited liability company (Kapitalselskab)

A limited company encompassed by either reporting classes B, C or D pursuant to Danish Financial Statements Act must have its annual report audited by one or more independent auditors. A company within reporting class B can deselect to have the annual report audited if it fulfills at least two of the following conditions:

  • The average number of full-time employees during each of the 2 most recent financial years has exceedsed 12

  • The company's reported balance sheet total for each of the 2 most recent financial years has exceeded DKK 4 million

  • The company's reported net turnover for each of the 2 most recent financial years has exceeded DKK 8 million

Only auditors registered at the Danish Business Authority may carry out the auditing, however, auditors from another EU or EEA country may be registered in Denmark.

Accounting documents must be kept in a manner ensuring that they can be easily made available for local authorities.

Egypt

Corporations

Applicable to this jurisdiction. The provisions relating to the auditor of the JSCs shall also apply to LLCs and OPCs. In this regard, the company must appoint one or more certified auditors by its general assembly.

The auditor has, at all times, the right to examine all the books, registers, and documents of the company and to demand information and explanations which is deemed to be essential for the fulfillment of the auditor's duties.

Branch

The provisions relating to the auditor of the JSCs shall apply to a branch.

RO

Not applicable for this jurisdiction.

Finland

Osakeyhtiö (Oy)

An Oy shall have at least one auditor where the company fulfills more than one of the following conditions during the two most recent financial years:

  • The average number of employees exceeded three
  • The company's reported balance sheet total exceeded €100,000
  • The company's reported net turnover has exceeded €200,000

The appointed auditor shall be an authorized public accountant (HT or KHT) and has to be resident within the EEA. Furthermore, a registered accounting firm may serve as auditor.

Accounting documents must be kept in a manner ensuring that they can be easily made available for local authorities and the auditor of the company.

France

Société par actions simplifiée (SAS)

If the SAS is under the control of another company or controls a company, it is mandatory to have statutory auditors. The SAS must also have statutory auditors when it meets two of the three following thresholds:

  • A balance sheet amounting at least to €1,000,000
  • A turnover of at least €2,000,000 (taxes excluded) and
  • An average of 20 employees

Company's books are kept locally.

Société à responsabilité limitée (SARL)

Statutory Auditor necessary if SARL exceeds two of the following three thresholds:

  • Pre-tax turnover over €3,100,000
  • Total balance sheet over €1,550,000 or
  • More than 50 employees

Société anonyme (SA)

SA is required to have a principal statutory auditor and an alternate statutory auditor (no need to have an alternate statutory auditor when the principal statutory auditor is a legal entity).

Germany

GmbH – limited liability company

The GmbH is obliged to prepare financial statements. It is obliged to draw up a balance sheet (annual balance sheet) and a profit and loss account at the end of every fiscal year. In addition, the annual financial statements are to be extended by notes with explanations. They must be drawn up in the German language. Auditing of the annual financial statements is mandatory for large and medium-sized limited liability companies.

There is no statutory rule where the books have to be kept.

Greece

An auditor must be located in Greece, and the company's books must be kept locally. This applies for all types of companies.

Hong Kong

Limited private companies

Audit of financial statements by registered Hong Kong auditors is required but such audited financial statements are not publicly available. A company’s accounting records must be kept at its registered office or any other place that the directors think fit. If a company’s accounting records are kept at a place outside Hong Kong, the accounts and returns with respect to the business dealt with in those records must be sent to, and kept at, a place in Hong Kong.

Audited accounts must be approved by the board and tabled at annual general meeting.

Hungary

If the company has an auditor, or if appointment of an auditor is mandatory, the mandated auditor must own all necessary qualification requirements, which are determined by Hungarian laws.

In general, it is statutory in Hungary to appoint an auditor for a company operating on the basis of double-entry bookkeeping. Exemption is available, if both of the following requirements are met:

  • annual net sales revenues did not exceed HUF 300 million (approx. US$1.1 million) on average for the 2 prior financial years and
  • average number of people employed did not exceed 50 people on average for the 2 prior financial years

For newly established companies, since no data is available for prior financial years, the expected data of a given financial year is to be considered.

India

Private limited company

An annual audit is mandatory. The auditor can be located in any state in India. The company’s books of accounts should be kept locally either with the company or with a third party service provider. The Act now stipulates mandatory rotation of auditors. Instead of the annual appointment, individual auditors can hold office for a maximum period of 5 years whereas Audit firms are allowed to retain the post for up to 10 years.

Corporate books, such as the minute book and other statutory registers, should be kept with the company. The Common Seal should also be kept with the company.

Indonesia

Limited liability company

A company's financial reports must be audited if:

  • The company's business activities are related to the collection and/or management of public funds
  • The company issues promissory notes to the public
  • The company is a public listed company (Perseroan Terbuka)
  • The company is a state-owned company (Persero)
  • The value of the company's assets and/or total business turnover is at least IDR50 billion
  • It is required under the prevailing laws and regulations

The auditor or public accountant must be local and must be registered with the relevant government institutions. The company's books are usually kept in the company's premises.

Ireland

Private company limited by shares (LTD)

Subject to limited exceptions, audited financial statements must be prepared annually and publicly filed at the CRO.

Subject to certain approval and registration requirements, the auditor can be located outside of Ireland.

There is no statutory obligation that the company's accounting records must be kept in Ireland, but significant additional requirements are imposed where the accounting records are kept outside of Ireland. Certain statutory registers (including the register of members, register of directors and secretaries, shareholder meeting minute book and the register of disclosable interests) must be kept in Ireland.

 

External company

No requirement to audit the local financial statements of the branch.

A branch is required to file a copy of the company's accounting documents with the CRO no later than 30 days after the last date for publication of the accounting documents in the jurisdiction of incorporation.

No requirement for the branch's books to be kept locally.

Israel

Company

Companies are generally required to appoint an auditor. The auditor must be an Israeli certified accountant and the books must be in Hebrew and kept at the company’s registered offices.

Branch / representative office

Yes.

Italy

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

In a S.r.l., the appointment of the auditing body is not mandatory under Italian law, except for the cases described in the Auditing body topic under Board of director meeting requirements.

In the S.p.A. the auditing body is necessary.

The relevant books must be kept.

Japan

Registered branch

None.

Kabushiki-Kaisha (KK)

An audit is required for a KK with statutory auditors or an accounting auditor. Statutory auditors review the financial statements of the company and are responsible for auditing the execution of duties by directors for compliance with statutes and the Articles of Incorporation unless such statutory auditor's scope of audit is limited to accounting matters. There is no requirement that a statutory auditor be an accountant and he/she does not have to be located in local jurisdiction. A KK must keep its books for ten years and must place its books for five years at its head office and must place a copy of its books for three years at its branch office (if any).

Godo-Kaisha (GK)

Since there are no statutory auditors or accounting auditors in a GK, auditing is not required for a GK. A GK must keep its books for ten years.

Luxembourg

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

Internal auditor required if more than 60 shareholders (and there is no certified statutory auditor).

Luxembourg certified statutory auditor required if the company exceeds two out of the three following thresholds in respect of total balance sheet (€4.4 million), net turnover (€8.8 million) and average number of personnel (50). If the company has a certified statutory auditor, it does not have to appoint an internal auditor.

The company's books must be kept at the registered office of the company.

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

Internal auditor is required (if there is no certified statutory auditor).

Luxembourg certified statutory auditor required if the company exceeds two out of the three following thresholds in respect of total balance sheet (€4.4 million), net turnover (€8.8 million) and average number of personnel (50). If the company has a certified statutory auditor, it does not have to appoint an internal auditor.

The company's books must be kept at the registered office of the company.

Special limited partnership (Société en commandite spéciale or SCSp)

No auditor required.

Malaysia

Yes.

Mexico

S.A. de C.V.

Audits are required if the corporation exceeds certain thresholds determined by Mexican tax laws. Generally, the corporate books should be either kept by the corporation or the corporation’s attorneys.

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

Audits are required if the entity exceeds certain thresholds determined by Mexican tax laws. Generally, the corporate books should be either kept by the entity or the entity’s attorneys.

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

Audits are required if the corporation exceeds certain thresholds determined by Mexican tax laws. Generally, the corporate books should be either kept by the corporation or the corporation’s attorneys.

Netherlands

Branch office

Determined by governing law of the head office. If the head office under its governing law requires to file annual accounts in its country of origin, then such annual accounts shall also be filed for the branch office with the Dutch Trade Register. The governing law of the head office also determines if the accounts need to be audited.

B.V. (private company with limited liability)

An audit is not generally required for a BV, unless it is considered to be a "medium company" or "large company" (when certain threshold amounts are exceeded in respect of assets, net turnover and employee number). Generally corporate books and records of the BV are kept at the address of the BV (it is the obligation of the board of directors to keep the books and records in such way that the BV’s rights and obligations can be known at any time).

Co-operative U.A.

An audit is not generally required for a Co-operative, unless it is considered to be a "medium company" or "large company" (when certain threshold amounts are exceeded in respect of assets, net turnover and employee number). Generally corporate books and records of the Co-operative are kept at the address of the Co-operative (it is the obligation of the board to keep the books and records in such way that the Co-operative’s rights and obligations can be known at any time).

C.V. (a limited partnership)

A CV only requires to prepare and file annual accounts with the Dutch Trade Register if (in short) all its general partners are capital companies under foreign law. If this is the case, an audit is not generally required for a CV, unless it is considered to be a ‘large company’ (when certain threshold amounts are exceeded in respect of assets, net turnover and employee number, which is very unlikely for a CV). Generally corporate books and records of the CV are kept at the address of the CV.

New Zealand

Limited liability company

A company must keep accounting records and these must be kept at the company's registered office. 

  • A company's accounting records will only need to be audited if the company is "large"
  • If the company is required to appoint an auditor, the auditor does not have to be registered in New Zealand, but is subject to various qualification criteria
  • In general, for tax purposes a limited liability company is required to maintain business records for a period of seven years after the end of the income year to which they relate. Those records should support the New Zealand tax positions taken during that period

Branch

An overseas company must lodge the following financial statements with the Companies Office if it is large once a year:

  • Balance sheet
  • Profit and loss statement
  • Cash flow statement and
  • Auditor's statement

In general, for tax purposes, any New Zealand taxpayer (including a branch) is required to maintain business records for a period of seven years after the end of the income year to which they relate. Those records should support the New Zealand tax positions taken during that period.

Norway

For private LLCs it is not an absolute requirement to have an auditor, if (i) the company's operating income is less than NOK6 million, (ii) the company's balance sum is less than NOK23 million and (iii) the company on average has less than ten full time equivalent employees, the founders can choose to not have an auditor. If an auditor is elected, a declaration of willingness from the auditor has to be attached to the filing. Public LLCs are obligated to have any auditor.

If the company has an auditor, the auditor must be approved by the Financial Supervisory Authority of Norway.

Annual accounts and other mandatory accounts, annual reports and auditors' reports shall be stored in Norway for five years after the end of the financial year. The documents may be stored electronically in Norway, Denmark, Finland, Iceland or Sweden. If the documents should be stored outside of the Nordics, this has to be applied for to the Norwegian Tax Authorities.

The electronically stored documents must be accessible, meaning that they have to be accessible in an accounting system or stored in another way. When documents are stored abroad, the documents must be accessible through a terminal or equivalent medium.

Philippines

Generally AFS is required to be submitted annually to the BIR and the SEC.

Subsidiary

If paid-up capital is PHP50,000 or more, auditor must be accredited by the Board of Accountancy. Books must be kept locally.

Branch office

If assigned capital is PHP1,000,000 or more, auditor must be accredited by the Board of Accountancy.

Representative office

Local auditor/keeping of books locally not required. Should not earn income in the Philippines.

Regional or area headquarters

Local auditor/keeping of books locally not required. Should not earn income in the Philippines.

Regional operating headquarters

If total revenue is PHP1,000,000 or more, auditor must be accredited by the Board of Accountancy.

Partnership

Books must be kept locally (principal office).

Poland

As of October 1, 2018 preparation and filing of financial statements must take place in electronic form.

Corporations

Under the Accounting Act, preparation of annual financial statements by the statutory deadline in commercial companies is the responsibility of the management board members. Auditing of the annual financial statements is mandatory for joint-stock companies and for limited liability companies that employ at least 50 people and that have total balance sheet assets of more than €2.5 million or net revenue from the sale of goods and services and financial operations for the financial year of more than €5 million at the end of a financial year. Company's books must be drawn up in Polish language, however, there is no statutory rule as to where the books must be kept (in any case, Polish tax authorities must be informed about the place where the books and records are kept).

Partnerships

With respect to partnerships, only those partnerships that meet any of the requirements listed above have the duty to subject their financial statements to an audit.

Branches

Branches of foreign banks, credit institutions, insurance companies and investment companies are obliged to submit their financial statements to an audit. This obligation also applies to branches that meet the aforementioned requirements regarding the value of assets, the volume of operations, and the number of people employed.

Portugal

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

This type of company is required to have a local chartered accountant.

Private limited liability company (LDA)

This type of company is required to have a local chartered accountant.

Joint stock company (SA)

This type of company is required to have a local statutory chartered accountant and a substitute.

Puerto Rico

Corporations

Audited financial statements issued by a Puerto Rico certified public accountant are required to be filed along with the corporation's Puerto Rico income tax returns, municipal volume of business declaration and personal property tax returns if the corporation's volume of business equals or exceeds US$3 million during the corporation's calendar or fiscal year. Generally, the corporate books should be kept in Puerto Rico.  In addition, an audited balance sheet issued by a Puerto Rico certified public accountant must also be filed with the Puerto Rico State Department if the corporation's volume of business equals or exceeds US$3 million during the corporation's calendar or fiscal year.

Limited Liability Companies

Audited financial statements issued by a Puerto Rico certified public accountant are required to be filed along with the limited liability company's Puerto Rico income tax returns, municipal volume of business declaration and personal property tax returns if the limited liability company's volume of business equals or exceeds US$3 million. Generally, the corporate books should be kept in Puerto Rico. Limited Liability Companies need not file financial information with the Puerto Rico State Department.

Romania

Joint stock company (JSC)

A JSC managed in the two-tier system is under the obligation of financial audit. Subject to meeting certain thresholds, financial audit may become mandatory to a JSC managed in the one-tier system.

Limited liability company (LLC)

Subject to meeting certain thresholds, financial audit may become mandatory.

Russia

Joint-stock company (public and non-public)

An external audit is obligatory in cases provided for by the Federal Law "On auditing activities". The requirements to the auditor are stipulated by the federal law.

The company’s books must be always kept (or made immediately available to the tax authorities) at the registered address of the company.

Limited liability company

An external audit is obligatory in cases provided for by the Federal Law "On auditing activities". The requirements to the auditor are stipulated by the federal law.

The company’s books must be kept (or made immediately available to the taxing authorities) at the registered address of the company.

Saudi Arabia

Limited liability company

Company's accounts must be audited by an auditor licensed to operate in KSA.

Singapore

Limited liability company

Companies which are dormant or companies which are considered small companies (as defined under the CA) are exempt from appointing auditors. In all other cases, the audited accounts of the company must be presented at the Company's Annual General Meeting and the auditor must be one that is approved under the Accountants Act (Chapter two of Singapore). The small company audit exemption is applicable if a Singapore company (which is a private company throughout the financial year in question) is able to satisfy two of the following three criteria for each of the two financial years immediately preceding the financial year:

  • Total revenue for each financial year is less than or equal to SGD 10 million
  • Total assets for each financial year is less than or equal to SGD 10 million and
  • Total employees as at the end of each financial year is are less than or equal to 50

The above criteria must be fulfilled in respect of the entire group (including the parent company) on a consolidated basis for the immediate two consecutive financial years if the Singapore company is part of a group.

Usually the accounts are kept at the registered office of the company, but the directors can decide to keep them at a different place as they think fit by way of a resolution of the board of directors, and shall at all times be open to inspection by the directors.

South Africa

Private company

A private company is only required to appoint an auditor if this is a requirement in terms of the company's MOI.

Public company

A public company is obliged to appoint an auditor.

External company

  • An external company is obliged to appoint an auditor only in relation to income statement of a branch in South Africa

 

South Korea

Joint-stock company (Jusik Hoesa)

An external audit is required for:

  • Publicly listed companies, or companies that will be publicly listed within that fiscal year or the following fiscal year
  • Joint-stock companies with total assets or annual sales revenue of at least KRW 50 billion or
  • Joint-stock companies that meet three or more of the following thresholds
    • Total assets of at least KRW 12 billion
    • Total debt of at least KRW 7 billion
    • Total annual sales revenue of at least KRW 10 billion
    • At least 100 employees

An external auditor should be licensed in local jurisdiction.

Company's books should be kept with the company.

Limited company (Yuhan Hoesa)

An external audit is required for:

  • Limited companies with total assets or annual sales revenue of at least KRW 50 billion, or
  • Limited companies that meet three or more of the following thresholds:
    • Total assets of at least KRW 12 billion
    • Total debt of at least KRW 7 billion
    • Total annual sales revenue of at least KRW 10 billion
    • At least 100 employees
    • At least 50 members

Spain

Branch (Sucursal)

The accountancy of the branch is not different from its principal company but a branch may have its separate accounting and file separate accounts.

Limited liability company (Sociedad Limitada)

Financial statements and, if appropriate, management reports must be reviewed by an auditor qualified to practice in Spain unless the company may issue an abridged balance sheet. The books do not need to be kept locally.

Joint-stock company (Sociedad Anónima)

Financial statements and, if appropriate, management reports must be reviewed by an auditor qualified to practice in Spain unless the company may issue an abridged balance sheet. The books do not need to be kept locally.

Sweden

Limited company (Sw. aktiebolag, AB)

An AB must have at least one auditor where the company fulfils more than one of the following conditions:

  • The average number of employees during each of the two most recent financial years has exceeded three
  • The company's reported balance sheet total for each of the two most recent financial years has exceeded SEK 1.5 million
  • The company's reported net turnover for each of the two most recent financial years has exceeded SEK 3 million

Only an authorized public accountant or approved public accountant. Such person has to be a resident of Sweden, the EEA or Switzerland. Furthermore, a registered accounting firm may serve as auditor.

Generally corporate books, such as the minute book, should be kept with the company; however, the corporate books could also be kept with a third-party service provider upon instructions by the company.

Trading partnership (Sw. handelsbolag, HB)

An HB must have an authorized or approved auditor if at least one of the partners is a legal entity. The auditor must be reported for registration with the SCRO.

If such an HB does not meet at least two of the following criteria in the last two financial years, it may choose not to have an auditor:

  • More than three employees (as an average)
  • A balance sheet total of more than SEK 1.5 million or
  • A net turnover of more than SEK 3 million

Only an authorized public accountant or approved public accountant. Such person has to be a resident of Sweden, the EEA or Switzerland. Furthermore, a registered accounting firm may serve as auditor.

Generally corporate books, such as the minute book, should be kept with the HB, however; the corporate books could also be kept with a third-party service provider upon instructions by the HB.

Limited partnership (Sw. kommanditbolag, KB)

A KB must have an authorized or approved auditor if at least one of the partners is a legal entity. The auditor must be reported for registration with the SCRO.

However, if such a KB does not meet at least two of the following criteria in the last two financial years it may choose not to have an auditor:

  • more than threeemployees (as an average)
  • a balance sheet total of more than SEK 1.5 million or
  • a net turnover of more than SEK  3 million

Only an authorized public accountant or approved public accountant. Such person has to be a resident of Sweden, the EEA or Switzerland. Furthermore, a registered accounting firm may serve as auditor.

Generally corporate books, such as the minute book, should be kept with the KB, however; the corporate books could also be kept with a third-party service provider upon instructions by the KB.

Branch office (Sw. filial, Branch)

If a branch has met at least two of the following criteria in the last two financial years, it must appoint an auditor:

  • more than three employees (as an average)
  • a balance sheet total of more than SEK 1.5 million 
  • a net turnover of more than SEK 3 million

If the operations of a branch are subject to special banking or financial regulation, an auditor must be appointed to examine annual accounts and the managing director's administration regardless of the criteria above. In such cases the auditor must meet the qualifications as required by law, which apply to a Swedish company of the same description.  

Switzerland

Stock corporation

Auditors have to audit the company's books annually and submit a report thereon to the board of directors and the shareholders. Waiver of audit is possible for small companies. Generally, the auditor must be located in Switzerland. The company's books must be kept locally.

Taiwan

Company limited by shares

A company with capital over NTD30 million (approximately US$1 million) or a company with capital less than NTD30 million but with (1) annual sales revenue exceeding NTD100 million (approximately US$3.3 million), or (2) more than 100 local employees, must have its annual financial statements audited by a local CPA. Except for the annual financial statements approved by the board/shareholders' meeting (in respect of which the company must keep at least a copy thereof at the company's place of business), other company's books and records need not be kept locally.

Closely-held company limited by shares

A CHC with capital over NTD30 million (approximately US$1 million) or a company with capital less than NTD30 million but with annual sales revenue exceeding NTD100 million (approximately US$3.3 million), or more than 100 local employees, must have its annual financial statements audited by a local CPA. Except for the annual financial statements approved by the board/shareholders' meeting (in respect of which the CHC must keep at least a copy thereof at the CHC's place of business), other CHC's books and records need not be kept locally.

Limited company

A company with capital contributions over NTD30 million (approximately US$1 million) must have its annual financial statements audited by a local CPA. The company's books and records must be kept at the company's place of business.

Branch office of a foreign company

A branch office must keep separate accounting books. A branch office with working capital over NTD30 million (approximately US$1 million) or a branch office with working capital less than NTD30 million but with annual sales revenue exceeding NTD100 million (approximately US$3.3 million), or more than 100 local employees, must have its annual financial statements audited by a local CPA. The branch office's books and records need not be kept locally.

Thailand

Financial statements must be audited by qualified Certified Public Accountants of Thailand. Generally, company's account must be kept at the place of business.

Turkey

According to the Turkish Commercial Code, the Council of Ministers determines companies that are subject to independent audit. Such independent auditor can either be a certified accountant or an independent financial consultant located in Turkey.

Legal books such as share-ledger, board of directors and general assembly resolutions' ledgers and some other financial ledgers of a company must be notarized by a Turkish public notary after registration certificate is obtained. Legal books must be kept in Turkish.

United Arab Emirates

LLC

Auditor(s) selected by the general assembly. Must be accredited in the UAE. Financial statements shall be audited and laid before the general meeting along with the auditor's report. There is no filing requirement with the DED but the license of the UAE LLC must be renewed on an annual basis. Company's books must be kept in the UAE LLC's office.

Branch

Auditors to be selected to audit the financial statements of the branch.  It is mandatory to submit audited financial statements and auditor's report to the MOE for the purposes of renewal of the commercial registration certificate.

FZ-LLC

Yes, auditor (accredited in the UAE) shall be appointed by the general meeting. Financial statements shall be audited and laid before the general meeting along with the auditor's report. In some free zones, audited accounts are required to be submitted for the purpose of renewing the license of the company but this is not a requirement in other free zones. Company's books must be kept in the FZ-LLC's office.

FZ-Branch

In some free zones, audited accounts prepared by an auditor (accredited in the UAE) is required to be submitted for the purpose of renewing the license of the branch but this is not a requirement in other free zones. A branch office may choose to submit the consolidated audited financial accounts of its parent, or a stand-alone extract of the financials of the branch office operation.

Dual Licence Branch

There is no requirement to submit audited financial statements for the dual licence branch. If the dual licence branch is registered with the MOE then it may be required to provide financial statements and an auditor's report to the MOE.

United Kingdom

Private limited company

Most companies are required to appoint an independent auditor who is a member of a recognized supervisory body in the UK. There are audit exemptions for dormant and small companies. Adequate accounting records must be kept at the company's registered office (or other place in the UK designated by the directors) for 3 years. A copy of the accounts and auditor's report must be delivered to the Registrar of Companies House within 9 months of the end of the financial year, upon which they will become publicly available.

Registered UK establishment

Not applicable for this jurisdiction.

United States

Not required.

Vietnam

Annual financial statements of a foreign owned company must be audited by an independent licensed auditor in Vietnam within 90 days from the end of the annual accounting period.

The company must keep its book locally at its head office or other places stipulated by the charter.