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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

Restrictions on transferability of shares

Argentina

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.

Australia

Branch

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

Proprietary company

A signed share transfer form is required to transfer shares (note: duty may apply).

The constitutions of many proprietary companies contain pre-emptive rights which require that a transferor offers shares for transfer to other shareholders before those shares can be offered to third parties. Frequently, those constitutions will also give the directors the right to refuse to register a share transfer, without them necessarily being required to give a reason for a refusal to register.

Public company

Pre-emptive rights provisions are far less common in public company constitutions and cannot be contained in the constitution of an ASX listed company.

Shareholders' agreements may also provide restrictions on the transfer of shares, with such restrictions typically expressed to take precedence over restrictions found in the company's constitution.

Austria

Stock corporation (AG)

Shares can generally be transferred between shareholders via a written agreement. Vis-á-vis the stock corporation, only those are deemed to be shareholders who are registered in the share register. In case of a listed company, shares are usually made out as bearer shares, so no share register is required.

Limited liability company (GmbH)

Shares can generally be transferred between shareholders via a written agreement, where such agreement has to be made in the form of a notarial deed.

Bahrain

With Limited Liability (WLL)

Share transfer documents are required and must be approved by the Ministry of Industry, Commerce and Tourism (MOICT).

Closed Shareholding Company (BSC(c))

Share transfer documents are required and must be approved by the MOICT and Central Bank of Bahrain (if applicable).

Single Person Company (SPC)

Share transfer documents are required and must be approved by the MOICT.

Foreign Branch (Branch)

Not applicable for this jurisdiction.

Belgium

Public limited company (société anonyme/naamloze vennootschap)

Shares are freely transferable unless otherwise provided for in the articles of association, the issuance conditions of the titles or agreements.

Limited company (société à responsabilité limitée/besloten vennootschap)

Unless otherwise provided for in the articles of association, transferability is restricted as shares may be transferred to another shareholder or a direct ascendant or descendant of the shareholder.

Any transfer of shares to another person or company than the above mentioned, must be approved by at least half of the shareholders representing at least 3/4 of the capital, not including the shares the transfer of which is being proposed.

The articles of association can foresee that the shares are freely transferable.

Belgian branch office of a foreign company

Not applicable, since a Belgian branch office has no issued shares.

Brazil

Limited liability company (Sociedade Limitada)

All transfers of quotas must be done by means of an amendment to the articles of organization. A quotaholder may freely transfer the respective quotas if there is no opposition of quotaholders holding more than 1/4 of the company's capital. However, the quotaholders usually set forth limitations to the transfer of quotas in the articles of organization (such as right of first refusal), or in the quotaholders' agreement, if any.

Corporation (Sociedade Anônima)

As a general rule, shareholders may freely transfer their shares to other shareholders or third parties by means of an entry in the share transfer book. It is common to establish limitations to this right in the bylaws or in shareholders' agreements, if any.

Canada

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

Shares can generally be transferred between shareholders via a written agreement, with company consent typically needed for private companies.

Chile

Except in connection with certain industries and/or as required by antitrust law, there are no regulatory restrictions to transferability of shares. Restrictions can also be included in the company's by-laws and/or in shareholders' agreements.

China

For foreign-invested LLCs, any transfer of shares is subject to approval by (or recordal with, as applicable) the commerce authority and registration with AMR. Proposed transfer of shares by a shareholder to a third party should be subject to the consent of more than half of other shareholders and such other shareholders have the right of first refusal.

Colombia

General partnership (Sociedad Colectiva)

Participation can generally not be transferred between partners or third-parties without the consent of every partner of the company. When such authorization is obtained, participation can be transferred.

Limited partnership (Sociedad en Comandita Simple y por Acciones)

To transfer the participation of a managing partners, the partners of the company must unanimously agree and amend the company's bylaws. On the other hand, to transfer the participation of a limited partner, the rest of limited partners must unanimously agree and amend the company's bylaws. In the case of shares of a share limited partner, these can be assigned or transferred without a bylaws amendment.

Limited liability company (Sociedad de Responsabilidad Limitada)

The assignment or transfer of a partner's participation must be carried out through a bylaws amendment, following procedures regarding preemptive rights.

Corporation (Sociedad Anónima)

Shares are subject to preemptive rights in a corporation.

Simplified Stock company (Sociedad por Acciones Simplificada)

Shares are subject to preemptive rights in a simplified stock company.

Czech Republic

Limited liability company

Shares are generally transferable. However, articles of association can restrict the transfer (ie, by implementing approval requirements).

Joint stock company

Shares can generally be transferred between shareholders via written agreement and endorsement of registered shares. Articles of association may limit (but not exclude) transferability; approval requirements may be implemented. 

Denmark

Limited liability company (Kapitalselskab)

In general, no restriction by law, but transferability may be restricted by specific legislation.

Further, it is fairly common that the shareholders' agreement and/or the company's articles of association contain provisions regulating the transferability of shares.

While a shareholders' agreement does not bind the company – and therefore has no effect on the validity of the decisions made by the general meeting – the agreement is still valid among the shareholders, and a violation of the shareholders' agreement will often result in the party in breach incurring liability.

Egypt

JSC

Shares can generally be transferred between shareholders or third parties, provided that the transfer of the in-kind shares is not made by founding shareholders within the first two financial years of the company and before the publication of the relevant financial statements and other related documents. By way of exception, subscribed shares may be assigned/transferred between the shareholders or to a board member if such subscribed shares are to be presented as a guarantee for his/her company's management, or from one of the board member's heirs to other shareholders except when there is restriction on the transferability in the AoA (such as: the pre-emption right). For the transfer of shares to be complete in accordance with Egyptian law, the Egyptian Stock Exchange (EGX) and MCDR must be notified.

LLC

Quotas can generally be transferred between quota-holders or third parties without the other quota-holders having the right of redemption of such transferred quotas unless provided otherwise under the company's AoI. The company's AoI may provide that such transfer should be made by virtue of a written agreement which should be notarized at the notary public office.

Unless otherwise agreed in the AoI, there is a preemptive right for existing quota-holders to buy quotas offered for sale.

The quota-holder wishing to sell/transfer quotas is obliged to first notify the manager(s) of the company of the desire and the terms of the quota transfer/sale agreement, and then must notify the other quota-holders who can then either exercise their right to substitute the buyer or waive such right.

OPC

A founder can transfer or sell equity to any person (natural or juridical person) via a written agreement. If a founder transfers or sells the equity to more than one person, then a company must be registered as an LLC or JSC as applicable within 90 days from the date of transfer or sale. In any case, the transfer of equity will not be valid unless registered in the company's commercial register.

Branch

Not applicable for this jurisdiction.

RO

Not applicable for this jurisdiction.

Finland

Osakeyhtiö (Oy)

The general rule under Finnish law is that shares may be freely transferred and acquired. Transferability may be restricted by provisions in the articles of association regarding only pre-emption clause and consent clause. Transferability may be restricted by provisions in a shareholders' agreement.

France

Société par actions simplifiée (SAS)

Shares are freely transferable, unless otherwise provided in the by-laws.

Société à responsabilité limitée (SARL)

The transfer of shares to a third party is subject to the prior approval of the majority of the shareholders representing at least half of the shares comprising the share capital. The transfer of shares must be notified to the SARL to be enforceable against the SARL and third parties.

Société anonyme (SA)

Shares are freely transferable, unless otherwise provided in the by-laws.

Germany

GmbH – limited liability company

Shares are generally transferable. However, the articles of association can restrict the transfer (ie by implementing approval requirements).

Greece

Societe anonyme (S.A.)

Shares may be either registered or granted to the bearer, as provided in the articles of the association.

Certain provisions regarding the way each type of shares is transferred as well as restrictions on general transferability of shares (ie, put option) are provided in the articles of the association.

Limited liability company (L.T.D.)

Not applicable for this jurisdiction.

Private company (P.C.)

Not applicable for this jurisdiction.

Hong Kong

Limited private companies

Shares can generally be transferred but company may refuse to register the transfer. Note also that the transfer documents must be duly stamped or adjudicated before the transfer can be registered by the company.

Hungary

Private company limited by shares (Zrt.)

Articles of association can stipulate that transfer of shares to a third party is restricted or subject to approval of the shareholders' meeting.

Articles of association can stipulate right of first refusal or approval of the shareholders' meeting as a needed condition for share transfer.

Limited liability company (Kft.)

Business quota can be transferred freely amongst quotaholders. Articles of association can stipulate right of first refusal (for other quotaholders) in case of business quota transfer amongst quotaholders for cash consideration.

Business quotacan only be transferred to a third party if a capital contribution of the transferring quotaholder is fully paid in. Other quotaholders of Kft., the Kft. itself or a person nominated by the quotaholders' meeting (in this sequence) has statutory right of first refusal.

The right of first refusal can be exercised proportionaly to the number of business quotas held by the quotaholders.

Articles of associationcan stipulate that approval of the quotaholders' meeting is required for the transfer of a business quota to a third party.

India

Private limited company

In general shares of a private limited company are not freely transferable. Shares can be transferred via private sales, with the approval of the board and subject to conditions of the charter documents. A public offer to sell shares or invite fresh capital subscriptions cannot be made ie shares cannot be offered to public. Shares can generally be transferred between existing shareholders.

Indonesia

Limited liability company

Shares are generally transferable, subject to certain requirements and procedures under the Indonesian Company Law, the articles of association of the company and contractual arrangements with third party, if any. A share transfer requires a notarized deed if it causes a change of control in the company; it must be approved by the general meeting of shareholders under a resolution, approved by the OSS agency, BKPM or other government institutions (for shares in a PMA company), recorded in the company's shareholders register and reported to the MOLHR.

The company's articles of association usually stipulate other requirements for transferring rights over shares, such as to first offer them to a certain classification of shareholders or the other shareholders, to obtain prior approval from a company organ and or to obtain prior approval from the relevant authorities as required under the prevailing laws and regulations.

Ireland

Private company limited by shares (LTD)

Shares are generally freely transferrable subject to restrictions, such as pre-emption rights, that may be contained in a company's constitution.

 

External company

Determined by the laws of the jurisdiction of incorporation.

Israel

Company

Shares can be transferred to shareholders or other third parties, but are generally subject to the board of directors’ consent and registration of the transfer in the company’s shareholder register. The articles of association may apply various restrictions on transfer such a “right of first refusal” or “co-sale right.”

Branch / representative office

Not applicable.

Italy

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

Possible restrictions on the transfer of quotas can be set forth in the Italian entity's by-laws.

Japan

Registered branch

Depends on the governing law of the foreign company.

Kabushiki-Kaisha (KK)

A KK can issue shares that cannot be transferred without the approval of the KK, if so prescribed in the Articles of Incorporation.

Godo-Kaisha (GK)

A member cannot transfer his/her equity without the consent of all members.

Luxembourg

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

A transfer or issuance of shares to a non-shareholder must be approved by shareholders representing at least three-quarters of the capital given at a shareholders meeting. The articles of association may lower this threshold up to the favorable votes of shareholders representing at least half of the capital.

Further to the reform, in the absence of consent from the shareholders, the shares can be acquired, with the transferring shareholder's consent, by (i) the other shareholders, (ii) a third party approved by them or (iii) the company itself, within a period of three months, which may be extended to six months under certain conditions. The applicable conditions to determine the transfer price of the shares should be set out in the articles of association, failing which if the parties cannot reach an agreement, the price will be determined by the competent Luxembourg court.

If the shares are not acquired in accordance with the aforementioned provisions, the shareholder may proceed with the initially proposed transfer. This represents a significant change to the previous rules under which shareholders of a S.à r.l. that wished to transfer their shares were unable to do so if they failed to obtain the requisite consent. It is however, still possible to provide for transfer restrictions in eg, a shareholders' agreement.

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

The shares issued by an S.A. are freely transferable. The articles of association of the company, or a shareholders’ agreement, may provide for certain restrictions, within the limits of the law on commercial companies. 

Special limited partnership (Société en commandite spéciale or SCSp)

The limited partnership agreement should provide for the conditions at which the limited partnership interests or units issued by an SCSp may be transferred, dismembered (démembrées) or pledged. Unless otherwise provided in the limited partnership agreement, any transfer other than because of death, dismemberment of ownership (démembrement) or pledge of limited partnership interests requires the unanimous consent of the general partner(s).

The limited partnership agreement should provide for the conditions at which the general partnership interests or units issued by an SCSp may be transferred, dismembered (démembrées) or pledged. Unless otherwise provided in the limited partnership agreement, any transfer other than because of death, dismemberment of ownership (démembrement) or pledge of general partnership interests requires the consent of the partners deciding in the same manner as for the amendment of the limited partnership agreement.

Malaysia

Shareholders of a private limited company is subject to pre-emptive rights.

Mexico

S.A. de C.V.

Shares can generally be transferred between shareholders or third-parties via a written agreement, except when:

  • There is a “Right of First Refusal” provision in the S.A. de C.V. bylaws, or
  • The company has issued “Restricted Transfer Shares” which transfer requires the approval of the board of directors

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

Partners have “Right of First Refusal” when a sale is intended to be carried out in favor of a non-partner.

Likewise, the consent of the majority of the partners is required for any equity transfer.

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

Shares can generally be transferred between shareholders or third-parties via a written agreement, except when:

  • There is a “Right of First Refusal” provision in the S.A.P.I. de C.V. bylaws, or
  • The company has issued “Restricted Transfer Shares” which transfer requires the approval of the board of directors

Netherlands

Branch office

Determined by governing law of the head office.

B.V. (private company with limited liability)

Shares require to be transferred by execution of a deed before a civil-law notary in the Netherlands. Articles of a BV often contain a share transfer restriction provision (in the form of a “Right of First Refusal” or the requirement of prior consent from the shareholders meeting).

Co-operative U.A.

As a general rule a membership interest in a Co-operative is personal but if the Articles allow it, membership interests can become freely transferable. Based upon tax implication, the Co-operative is generally organized in such way that its Articles contain a certain restriction to the free transferability of membership interests (requirement of consent from the members). Unless the Articles of the Co-operative prescribe that a membership interest can only be transferred by notarial deed, it can be transferred by private agreement.

C.V. (a limited partnership)

Section 2(3)(c) STA defines the term “open CV.” An entity qualifies as an open limited partnership if – save for cases involving bequests or inheritance – limited partners can join the partnership or be replaced without the consent of all partners, both managing and limited partners.

To safeguard the closed nature of a CV, all partners, both managing and limited, must each separately grant permission.

New Zealand

Limited liability company

A signed share transfer form is required to transfer shares (stamp duty is not applicable and there is no general capital gains tax in New Zealand).

The constitutions of many limited liability companies contain pre-emptive rights which require that a transferor offers shares for transfer to other shareholders before those shares can be offered to third parties. Frequently, those constitutions will also give the directors the right to refuse to register a share transfer, without them necessarily being required to give a reason for a refusal to register.

Generally, companies that are listed on NZX are not permitted to have restrictions on the transfer of shares. There are very few listed companies that have placed restrictions on the free transferability of shares. 

Branch

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

Norway

Private LLCs

As a principal rule, transfer of shares is subject to right of first refusal and approval by the board of directors. The may be modified in the articles of association whereby the shares may still be freely transferrable. The articles of association may also contain specific requirements in order to be approved as shareholder.    

Public LLCs

As a general rule, shares are freely transferrable and therefore not subject to approval by the board of directors or right of first refusal. This principle may be modified in the articles of association, but this is uncommon for public LCCs. 

Partnerships with liability

As a general rule, transfer of shares is subject to approvals from the other partners. This principle can be modified in the partnership agreement. If partnership agreement contains a right to transfer, such transfer may be subject to first refusal for the other partners.    

Philippines

In subsidiaries, transfer of ownership must comply with nationality requirements. Other restrictions may be provided in the articles of incorporation and/or by-laws, such as, right of first refusal, put and call option, tag along rights, etc.

Such restriction is not applicable for all other entity types.

Poland

A shareholder in a limited liability company, a joint-stock company or a limited joint-stock partnership cannot dispose of its shares before the entity is entered in the business register. Also, once the company or limited joint-stock partnership is registered, its articles of association may limit the transferability of shares by its shareholders by means of imposing certain consent requirements (eg, where a resolution of a shareholders' meeting or the management board is necessary for a transfer to go through).

Partners in a partnership may transfer all of their rights and obligations to third parties (subject to any consent requirement that may apply).

Any transfer of shares in a company or a partnership owning agricultural real property may be subject to the statutory pre-emption right of the National Agriculture Supporting Centre.

Portugal

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

The transfer of participations (quotas) may be subject to the consent of the company.

Private limited liability company (LDA)

The transfer of participations (quotas) may be subject to the consent of the company and a right of first refusal of the remaining shareholders.

Joint stock company (SA)

The transfer of shares may be subject to the consent of the company and a right of first refusal of the remaining shareholders.

Puerto Rico

Corporations

Shares can generally be transferred between shareholders or third parties via written agreements, except when (i) there is a "right of first refusal" provision in the shareholders agreement or bylaws or (ii) the corporation has issued "restricted transfer shares," which transfer requires the approval of the board of directors.

Limited Liability Companies

Membership interests can generally be transferred between members or third parties via written agreements, except when (i) there is a provision otherwise in the operating agreement or (ii) the operating agreement requires the consent of some or all of the members for any transfer of membership interests.

If the operating agreement of the LLC so establishes, members may have right of first refusal when a sale is intended to be carried out in favor of a non – member. Similarly, the consent of a majority of the members may be required for any transfer of membership interests.

Romania

Joint stock company (JSC)

Nominal shares are generally transferred through a statement made in the shareholders' registry signed by the assignor and the assignee.

Limited liability company (LLC)

Shares may be transferred to third parties following a two-step procedure with the observance of a 30-day opposition period.

Russia

Joint-stock company (public and non-public)

Shares in a public joint-stock company are freely transferable; it is prohibited to establish the company’s or its shareholders’ pre-emptive right to acquire shares alienated by shareholders of the company.

A non-public joint-stock company may not conduct open subscription for shares or otherwise offer them for acquisition to an unlimited number of people. The company’s shareholders enjoy the pre-emptive right to purchase shares offered to be sold by the other shareholders in the company at a price offered to a third party and in proportion to the number of the shares held by each of them unless other procedure is provided in the company’s charter. The charter may provide for the company’s pre-emptive right to purchase shares sold by its shareholders if the shareholders did not use their pre-emptive right.

Limited liability company

The company’s members shall have the right to sell or alienate in any other way its participatory interest or a part thereof to one or several members of this company. No consent shall be required from the company or other members of the company for making such a transaction unless otherwise stipulated by the company’s charter.

The company’s members enjoy the pre-emptive right to buy the participatory interest or a part of the share of the company’s member at the price offered to a third person or at the price other than the price offered to a third person and fixed in advance by the company’s charter in proportion to the size of their participatory interest, unless the company’s charter stipulates a different procedure for the exercise of this right.

Saudi Arabia

Limited liability company

There is a statutory right of first refusal on the transfer of shares to parties other than the shareholders.

Singapore

Limited liability company

Subject to any restrictions of share transfers in the constitution, a shareholder of the company may sell or transfer their shares to others. Such transfer is completed after a directors' resolution of the company, transferor and transferee (if applicable) is passed, the share transfer form is executed, any applicable stamp duty is paid, notice of transfer of shares/list of shareholders is filed with ACRA and the electronic register of members (for private companies) is updated.

South Africa

Private company

A private company's MOI may place limitations on the transferability of shares.

Private company shares may not be offered to the public.

Public company

Public company shares are freely transferrable.

External company

Not applicable for this jurisdiction.

South Korea

Joint-stock company (Jusik Hoesa)

Shares are freely transferrable; however, articles of incorporation may provide that transfer of shares is subject to approval from the board of directors.

Limited company (Yuhan Hoesa)

Units are freely transferrable unless otherwise provided in articles of incorporation.

Spain

Branch (Sucursal)

There are no shares/stock in a branch.

Limited liability company (Sociedad Limitada)

Typically have share transfer restrictions. Clauses in bylaws that render shares freely transferable are void in practice.

Joint-stock company (Sociedad Anónima)

Generally have no share transfer restrictions aside from those set out in the bylaws, shareholder agreements etc. Clauses in the bylaws that render shares non-transferable are null and void in practice.

 

Sweden

Limited company (Sw. aktiebolag, AB)

The general rule under Swedish law is that shares may be freely transferred and acquired. Transferability may in general be restricted by provisions in the articles of association such as pre-emption clause, consent clause or right of first refusal clause, or by provisions in a shareholders' agreement.

Trading partnership (Sw. handelsbolag, HB)

Not applicable for this jurisdiction.

Limited partnership (Sw. kommanditbolag, KB)

Not applicable for this jurisdiction.

Branch office (Sw. filial, Branch)

Not applicable for this jurisdiction.

Switzerland

Stock corporation

Shares can generally be transferred freely. Board of director’s consent is only needed in case of registered shares and a corresponding provision in the articles of incorporation.

Taiwan

Company limited by shares

Except to the extent the articles of incorporation of the company prohibit or restrict the transfer of preferred shares, the transfer of shares may not be prohibited or restricted by a company's articles of incorporations. Transfers by or to foreign investors require FIA approval.

Closely-held company limited by shares

In order to maintain the "closely-held" feature of a CHC, restrictions on share transfer shall be specified in the articles of incorporation and the share certificates of the CHC (and, if the CHC does not issue share certificates, the private agreements among the shareholders).

Limited company

Transfer of a member's capital contribution requires the approval of 51% of the other members. Transfer of a director's capital contribution requires the consent of all other members.

Branch office of a foreign company

Not applicable for this jurisdiction.

Thailand

Private limited company

Transfer of shares under a name certificate is void unless made in writing and signed by the transferor and the transferee whose signatures shall be certified by at least one witness.

Such transfer is invalid as against the company and third persons until the name and address of the transferee are recorded in the share register book.

Public limited company

Promoters cannot transfer shares purchased during the incorporation process prior to two years from the date of incorporation, unless approval is obtained at the meeting of shareholders. A transfer of shares is only valid upon the transferor's endorsement of the share certificate by way of indicating the name of the transferee and having it signed by both the transferor and the transferee upon delivery of share certificate s to the transferee.

The transfer of shares will be set up against the company only when the company has received a request to register the transfer of the shares but it may be set up against a third person only after the company has recorded the transfer of the shares in share register book.

Partnerships

Not applicable for this jurisdiction.

Turkey

Unrestricted, unless the articles of association restrict.

United Arab Emirates

LLC

Must at all times comply with the foreign ownership restrictions. Approval is required from the DED and share transfer documents must be signed before a UAE notary and filed with the authorities to obtain an amended license reflecting the revised shareholding pattern. Additional approvals from other regulators/competent authorities may be required depending on the nature of activities of the LLC.

Branch

Not applicable for this jurisdiction.

FZ-LLC

Subject to the provisions and restrictions contained in the memorandum and articles of association of the company. Proper instrument of transfer required to be delivered to the company and share transfer must be accepted for registration by the relevant free zone. There is a share transfer restriction applicable in some free zones that will not allow more than one share transfer in a year (this may not be applicable in all the free zones).

FZ-Branch

Not applicable for this jurisdiction.

Dual Licence Branch

Not applicable for this jurisdiction.

United Kingdom

Private limited company

Shares are generally capable of being freely transferred subject to any restrictions contained in the company's articles. Such restrictions commonly take the form of pre-emption rights for existing shareholders, a right of the directors to refuse registration and outright prohibitions. There are statutory pre-emption rights as per the Companies Act 2006, these can be disapplied by a company's articles of association.

Limited liability partnership (LLP)

Requirements governed by LLP Agreement.

Registered UK establishment

Not applicable for this jurisdiction.

United States

Shares can generally be transferred between shareholders by written agreement. Company consent is not required unless restriction transfers have previously been agreed to, or in some cases, to confirm compliance with applicable securities laws.

Vietnam

Joint stock company (JSC)

Shares are freely transferable except for

  1. Transferring shares of founding shareholders within the first 3 years of existence and
  2. Restrictions stipulated by the charter 

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

Generally, capital contribution is freely transferable between the members. However, the contributed capital can only be transferred to a non-member party if the other members do not purchase such amount of contributed capital.

Single-limited liability company (IM-LLC)

Generally, contributed capital is freely transferable.