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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

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

Argentina

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

Australia

Branch

Repatriation of funds may generally be undertaken at any time. There is no withholding tax payable on the remittance of branch profits to the foreign holding company.

Proprietary company

Funds can be repatriated by dividends or return of capital.

Public company

Funds can be repatriated by dividends or return of capital.

Austria

Stock corporation (AG)

Funds can be repatriated abroad from Austria via dividends or redemption.

Limited liability company (GmbH)

Funds can be repatriated abroad from Austria via dividends or redemption.

Bahrain

With Limited Liability (WLL)

The redemption of the shares will be made in accordance with the company's memorandum of association. The value of the redeemed shares must be paid from the profits or the distributable reserves. The redemption of the shares will not result in a capital reduction.

Closed Shareholding Company (BSC(c))

The redemption of the shares will be made in accordance with the company's memorandum of association or articles of association. The value of the redeemed shares must be paid from the profits or the distributable reserves. The redemption of the shares will not result in a capital reduction.

Single Person Company (SPC)

The redemption of the shares will be made in accordance with the company's articles of association. The value of the redeemed shares must be paid from the profits or the distributable reserves. The redemption of the shares will not result in a capital reduction.

Foreign Branch (Branch)

Not applicable for this jurisdiction.

Belgium

Public limited company (société anonyme/naamloze vennootschap)

Shareholders' meeting can decide on capital decrease and dividend distribution – amount of dividend limited by certain criteria.

Board of directors: interim dividend out of the results of the current financial year as well as out of the results of the previous financial year as long as the annual accounts of the previous financial year have not yet been approved, in such case decreased with the loss carried forward or increased with the profit carried forward without deducting the existing reserves and taking into consideration the reserves which are established due to legal provisions or provisions of the articles of association, if provided for in the articles of association.

Capital decreases must be proportionally allocated between the company's fiscal capital and certain of its reserves. The part of the decrease that is allocated to the reserves will be treated for tax purposes as a dividend distribution.

The payment of dividends is in principle subject to a 30% withholding tax. Domestic law provides for reduced rates and exemptions in certain circumstances. The applicable rate may further also be reduced under an applicable double taxation treaty.

Limited company (société à responsabilité limitée/besloten vennootschap)

Shareholders' meeting can decide on allocation of the profit and the determination of distributions. The articles of association can provide the board of directors with the authority to go ahead with the distribution of profits of the current financial year as well as profits of the previous financial year as long as the annual accounts of the previous financial year have not yet been approved, in such case decreased with the loss carried forward or increased with the profit carried forward – amount of dividend limited by certain criteria.

The payment of dividends is in principle subject to a 30% withholding tax. Domestic law provides for reduced rates and exemptions in certain circumstances. The applicable rate may further also be reduced under an applicable double taxation treaty.

Belgian branch office of a foreign company

In Belgium, there are no restrictions on how funds can be repatriated by a Belgian branch office to the foreign company.

Brazil

Limited liability company (Sociedade Limitada)

Dividends, capital reduction, redemption of quotas, purchase and sale of quotas.

Corporation (Sociedade Anônima)

Dividends, capital reduction, redemption of shares, purchase and sale of shares.

Canada

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

Funds can be repatriated abroad from Canada via dividends, return of capital or redemption.

Chile

Subject to compliance of tax obligations there are no regulatory restriction to repatriation of funds (ie, dividends or redemption).

China

Funds can be repatriated abroad via dividends or liquidation of a company.

Colombia

Funds can be repatriated abroad but must always be declared before the Colombian Central Bank and are subject to exchange regulation.

Czech Republic

Funds can be repatriated from Czech Republic abroad via dividends.

Denmark

Limited liability company (Kapitalselskab)

Funds may be repatriated from Denmark when paid out to shareholders as dividend.

Dividends may be paid to the shareholders without them having to pay withholding tax under certain conditions, eg, if the recipient is the rightful owner of at least 10% or more of the shares in the company.

Egypt

No restrictions on the repatriation of funds of all entities outside of Egypt. Banking regulations will apply including Anti-Money Laundering requirements and providing legitimate reason for any transfer as may be required. However, it is worth noting that the exportation of Egyptian Pounds is prohibited if it exceeds an amount of EGP 5,000. Accordingly, funds exceeding the aforementioned EGP amount must be converted into any foreign free hard currency prior to repatriation.

Finland

Osakeyhtiö (Oy)

Funds can be repatriated abroad from Finland via dividends or redemption.

France

Société par actions simplifiée (SAS)

Funds can be repatriated abroad via dividends, distribution of reserves or capital reduction by redemption of shares.

Société à responsabilité limitée (SARL)

Funds can be repatriated abroad via dividends, distribution of reserves or capital reduction by redemption of shares.

Société anonyme (SA)

Funds can be repatriated abroad via dividends, distribution of reserves or capital reduction by redemption of shares.

Germany

GmbH – limited liability company

Funds can be repatriated abroad from Germany via profit withdrawal in accordance with the relevant tax provisions.

No exchange control exists.

Greece

Not applicable for this jurisdiction.

Hong Kong

Limited private companies

Funds can be repatriated abroad via dividends, redemption (if the relevant shares are issued as redeemable shares) or share buyback. Different rules and procedures apply in each case.

Hungary

Payment of dividends requires a resolution of shareholders' meeting and is subject to Zrt.'s/Kft.'s financial statements showing sufficient funds to pay dividends.

Decrease in a registered capital requires a resolution of shareholders' meeting. An intention to decrease registered capital must be published and creditors of a Zrt./Kft. can demand collateral. Payments to shareholders regarding capital decrease can only be made after the Court of Registration registers the capital decrease.

There is no withholding tax on accumulated profits distributed in the course of a capital decrease (redemption) or with respect to dividends distributed to resident or non-resident corporate entities.

Accumulated profits distributed in the course of a capital decrease (redemption) or dividends distributed to resident individuals are subject to personal income tax and health care tax. Withholding tax due on dividends paid or accumulated profits distributed in the course of a capital decrease (redemption) to non-resident individuals must be withheld by the paying company. Withholding tax obligation can be mitigated on the basis of double tax treaty provisions while there is no health care tax obligation in respect of payments made to an individual not qualifying as a Hungarian resident for social security purposes.

India

Private limited company

Funds can be repatriated abroad from India via dividends or redemption (commonly referred to as buyback of equity).

Indonesia

Limited liability company

Funds can be repatriated from Indonesia through dividends, capital reductions and share buybacks, subject to certain requirements and procedures under Indonesian law, such as the minimum reserve requirement (for dividends) or a maximum 10% of all the company's issued shares (for a share buyback).

Ireland

Private company limited by shares (LTD)

Funds can be repatriated via dividends, a redemption or buyback of shares or a reduction of share capital. Capital maintenance rules must be complied with.

 

External company

Determined by the laws of the jurisdiction of incorporation.

Israel

Company

Generally by distribution of dividends, return of shareholder loans, etc.

Branch / representative office

Generally by distribution of dividends, return of shareholder loans, etc.

Italy

Società per azioni (S.p.A.)

The funds can be divided between corporate capital and share premium.

Japan

Registered branch

A branch does not have equity participation shares, but the income of a branch may contribute to dividends of its head office.

Kabushiki-Kaisha (KK)

Funds can be repatriated abroad from Japan via dividends or distribution of residual assets upon liquidation.

Godo-Kaisha (GK)

Funds can be repatriated abroad from Japan via dividends or distribution of residual assets upon liquidation.

Luxembourg

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

Repatriation of funds can be made through payment of (interim) dividends, redemption of shares (capital decrease) or upon liquidation (boni de liquidation). Debt or hybrid instruments can also be put in place, in which case the repatriation of funds can be made through interests payments, repayment of loans or redemption of securities. 

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

Repatriation of funds can be made through payment of (interim) dividends, redemption of shares (capital decrease) or upon liquidation (boni de liquidation). Debt or hybrid instruments can also be put in place, in which case the repatriation of funds can be made through interests payments, repayment of loans or redemption of securities. 

Special limited partnership (Société en commandite spéciale or SCSp)

The distributions and reimbursements to the partners are to be provided for in the limited partnership agreement.

Malaysia

Not applicable for this jurisdiction.

Mexico

S.A. de C.V.

Funds can be repatriated abroad from the US via dividends or redemption.

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

Funds can be repatriated abroad from the US via dividends or redemption.

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

Funds can be repatriated abroad from the US via dividends or redemption.

Netherlands

Branch office

Determined by governing law of the head office.

B.V. (private company with limited liability)

Funds can be repatriated via dividends (including repayment from reserves) or redemption.

Co-operative U.A.

Funds can be repatriated via dividends (including repayment from reserves) and repayments from the member accounts.

C.V. (a limited partnership)

Funds can be repatriated via dividends and repayments from the capital accounts (for which, in most cases, the partnership agreement will require prior unanimous written consent of all partners).

General contract law applies to the CV, mandatory rules of corporate law do not apply. General rules on reasonableness and fairness limit the contractual freedom of the parties involved. Please note that not all profits may be allocated to one partner and that partners cannot be excluded from a profit right.

New Zealand

Limited liability company

Funds can be repatriated by dividends or return of capital. A dividend, (or in some cases a return of capital) by a limited liability company, can be subject to withholding tax.

Branch

Repatriation of funds may generally be undertaken at any time. There is no withholding tax on a distribution by a foreign company with a New Zealand branch.

Norway

Private LLCs

Funds may be repatriated as dividend or a share capital decrease. Both types are adopted by the general meeting following a proposal by the board of directors. The company may only distribute dividend to the extent that it after the distribution still has net assets covering the company's share capital and other restricted equity, such as funds for unrealized gains and valuation differences. Upon a share capital decrease, the share capital decrease my not be set lower than the minimum share capital of NOK30,000. A share capital increase may be completed by either redemption of shares or reduction of the par value. A share capital reduction is subject to a six weeks creditors' notice period before it may be implemented. Finally, the company shall at all times have an equity and liquidity which is adequate in terms of the risk and scope of the company’s business.

Public LLCs

Funds may be repatriated as dividend or a share capital decrease. Both types are adopted by the general meeting following a proposal by the board of directors. The company may only distribute dividend to the extent that it after the distribution still has net assets covering the company's share capital and other restricted equity, such as funds for unrealized gains and valuation differences. Upon a share capital decrease, the share capital decrease my not be set lower than the minimum share capital of NOK1 million. A share capital increase may be completed by either redemption of shares or reduction of the par value. A share capital reduction is subject to a six weeks creditors' notice period before it may be implemented. Finally, the company shall at all times have an equity and liquidity which is adequate in terms of the risk and scope of the company’s business.

Partnerships with liability

Distribution of profit is subject to resolution of the partnership meeting. The company may only distribute profit if the funds are not necessary to cower obligations of the company or company business. Profit cannot be distributed if this evidently would harm the interests of the company or its creditors.

Philippines

Subsidiary

  •  Dividends paid by the subsidiary to the head office/parent foreign corporation, subject to presence of sufficient unrestricted retained earnings
  • Capital can be repatriated after dissolution and liquidation of the subsidiary. The capital to be repatriated cannot be denominated in Pesos. To be able to source foreign currency through the banking system, the foreign company must secure a Bangko Sentral Registration Document (BSRD) to register its foreign equity investments with the Bangko Sentral ng Pilipinas (BSP). The registration is optional but must be done within one year from the date of inward remittance. Without a BSRD, foreign currency has to be sourced outside the banking system

Branch office

  • Branch profit remittance
  • Remaining assigned capital may be repatriated after withdrawal of license has been issued by the SEC and upon proper liquidation
  • To be able to repatriate capital through the banking system, the company must have a BSRD, as discussed above

Representative office

  • Remaining assigned capital may be repatriated after withdrawal of license has been issued by the SEC and upon proper liquidation
  • To be able to repatriate capital through the banking system, the company must have a BSRD, as discussed above

Regional or area headquarters

  • Remaining assigned capital may be repatriated after withdrawal of license has been issued by the SEC and upon proper liquidation
  • To be able to repatriate capital through the banking system, the company must have a BSRD, as discussed above

Regional operating headquarters

  • Dividends
  • Remaining assigned capital may be repatriated after withdrawal of license has been issued by the SEC and upon proper liquidation
  • To be able to repatriate capital through the banking system, the company must have a BSRD, as discussed above

Partnership

  • Dividends
  • Remaining profits may be repatriated after dissolution and winding up of the partnership
  • To be able to repatriate capital through the banking system, the company must have a BSRD, as discussed above

Poland

With respect to all organizational forms, funds can be repatriated via profit withdrawal in accordance with the relevant tax provisions. Shares can be redeemed if the company's articles of association provide so (this also applies to limited joint-stock partnerships). Dividends and advances against dividends are paid in commercial companies in accordance with relevant laws.

Portugal

No restrictions apply to the repatriation of dividends or redemption.

Puerto Rico

Corporations

A corporation's funds may be repatriated from Puerto Rico through distributions or redemption, as applicable.

Limited Liability Companies

An LLC's funds may be repatriated from Puerto Rico through dividends or redemption, as applicable.

Romania

Depending on the sector of the company activities, specific requirements may apply.

Russia

Joint-stock company (public and non-public)

Funds can be repatriated abroad from Russia via dividends, buy-back of shares or decrease of the charter capital.

Limited liability company

Funds can be repatriated abroad from Russia via distribution of profits or decrease of the charter capital (in the latter case the charter should provide for the return of cash in the event of redemption).

Saudi Arabia

Limited liability company

Funds to be taken as dividends, subject to statutory requirements to maintain a reserve, and local tax.

Singapore

Limited liability company

No restriction on the free entry and repatriation of funds, subject to any anti-money laundering laws.

South Africa

Private and Public companies

Exchange control

South African resident companies, and to a limited extent non-residents, are required to comply with South Africa's Exchange Control regulations, imposed by the South African Reserve Bank (SARB). These regulations also apply to the transfer of profits to non-residents.

Where a private / public company is required to be audited (in terms of the South African Companies legislation), funds can be repatriated freely from South Africa on presentation of copies of the relevant documentation to the company's Authorized Dealer (being the commercial bankers) (eg, auditor's certificate confirming distribution is made from earned profits).

Where a private / public company is not required to be audited profits may be remitted on presentation of inter alia copies of the Annual Financial Statements as prepared by the accounting officer.

A resolution of the board may also be required and should state that profits have been declared remitted from earned profits as a dividend distribution or redemption.

Before funds can be repatriated, a company must liaise with its commercial bank to ensure all formal requirements for remittance are met.

If the company's balance sheet reflects a “loan” owed to the holding company, then the relevant Exchange Control principles are applied.

 

External Company

Exchange control

A branch is also defined as South African "resident" for Exchange Control purposes and is therefore required to comply with South Africa's Exchange Control regulations imposed by the South African Reserve Bank (SARB).

Where a branch is required to be audited (in terms of the South African Companies legislation), profits may be remitted freely from South Africa on presentation of copies of the relevant documentation to the branch's Authorized Dealer (being the commercial bankers) (eg, auditor's certificate confirming distribution is made from earned profits).

Where a branch is not required to be audited, profits may be remitted on presentation of inter alia copies of the Annual Financial Statements as prepared by the accounting officer.

A resolution of the board may also be required and should state that profits have been declared remitted from earned profits.

Before profits are remitted, a branch must liaise with its commercial bank to ensure all formal requirements for remittance are met.

If the company's balance sheet reflects a “loan” owed to the holding company, then the relevant Exchange Control principles are applied.

South Korea

Joint-stock company (Jusik Hoesa)

Funds can be repatriated abroad from Korea via dividends or redemption; however, in case of foreign investor, maintaining an investment of at least KRW100 million for each foreign investor is required to be qualified for benefits under the FIPL.

Limited company (Yuhan Hoesa)

Funds can be repatriated abroad from Korea via dividends or redemption; however, in case of foreign investor, maintaining an investment of at least KRW100 million within Korea for each foreign investor is required to be qualified for benefits under the FIPL.

Spain

Branch (Sucursal)

Not applicable. Branch funds are funds of a principal company.

Limited liability company (Sociedad Limitada)

Funds can be repatriated abroad from Spain via dividends or redemption.

Joint-stock company (Sociedad Anónima)

Funds can be repatriated abroad from Spain via dividends or redemption.

Sweden

Limited company (Sw. aktiebolag, AB)

Funds can be repatriated abroad from Sweden via dividends or redemption.

Trading partnership (Sw. handelsbolag, HB)

During the year, partners can withdraw funds out of the business as own drawings. Such funds can be repatriated abroad from Sweden.  

Limited partnership (Sw. kommanditbolag, KB)

During the year, partners can withdraw funds out of the business as own drawings. Such funds can be repatriated abroad from Sweden.  

Branch office (Sw. filial, Branch)

Not applicable for this jurisdiction.

Switzerland

Stock corporation

Free equity can be repatriated abroad from Switzerland via dividend or redemption. Withholding tax (35%) may arise.

Taiwan

Company limited by shares

  The company may repatriate all its after-tax profits as dividends after the annual shareholders' meeting has accepted the annual financial statements. In addition, the company may distribute dividends after the end of each quarter or half fiscal year after its board meeting has accepted the quarterly/semi-annual financial statements if its articles of incorporation so permit. In order to repatriate the company's invested capital, the company would have to either reduce its capital or liquidate.

Closely-held company limited by shares

A CHC may repatriate all its after-tax profits as dividends after the annual shareholders' meeting has accepted the annual financial statements and, if its articles of incorporation so permit, may also distribute dividends after the end of each quarter or half fiscal year after its board meeting has accepted the quarterly/semi-annual financial statements. In order to repatriate the CHC's invested capital, the CHC would have to either reduce its capital or liquidate.

Limited company

The company may repatriate all its after-tax profits after the members have accepted the annual financial statements and, if its articles of incorporation so permit, may also distribute profits after the end of each quarter or half fiscal year after its members have accepted the quarterly/semi-annual financial statements. In order to repatriate the company's capital contributions, the company would have to either reduce its capital or liquidate.

Branch office of a foreign company

After-tax profits of a branch office can be repatriated to its foreign company free from dividend tax. In order to repatriate the branch office’s working capital, the foreign company would have to pass resolutions to reduce the branch office’s working capital or liquidate the branch office.

Thailand

Dividends or capital returns can be repatriated from Thailand via wire transfer through a commercial bank.

Turkey

Financial statements become final with the approval of the majority of shareholders or partners through a general assembly resolution. At the same meeting distribution of profits (as dividends) can also be approved.

United Arab Emirates

LLC

No restrictions. Funds can be repatriated freely subject to complying with the applicable legal reserve (10% of the LLC's net profits).

Branch

Not applicable for this jurisdiction.

FZ-LLC

No restrictions. Funds can be repatriated freely.

FZ-Branch

Not applicable for this jurisdiction.

Dual Licence Branch

Not applicable for this jurisdiction.

United Kingdom

Private limited company

Funds can be repatriated via dividends or redemption of shares. The UK's capital maintenance rules can restrict a company's ability to repatriate funds.

Limited liability partnership (LLP)

Requirements governed by LLP Agreement.

Registered UK establishment

Not applicable for this jurisdiction.

United States

Funds can be repatriated abroad from the United States by dividend, return of capital or redemption. These may have varying tax effects that should be considered.

Vietnam

Funds can be repatriated abroad via dividends or redemption.