Hamburger
  • 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

Obtaining a name and naming requirements

Argentina

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.

Australia

Branch

A foreign company must determine that the business name it wishes to use in Australia is available and reserve that name with ASIC. Once registered, the foreign company must display its name in a conspicuous position and in legible characters outside every office and place of business in Australia that is open and accessible to the public.

Proprietary company

A new company must have a name that is different from the name of a company that is already registered. A proprietary company limited by shares must have the words "Proprietary Limited" or "Pty Ltd" as part of its name.

Public company

A new company must have a name that is different from the name of a company that is already registered.

A public company must have the words "Limited" or "Ltd" as part of its name. A company must display its name prominently at every place at which the company carries on business and that is open to the public.

Austria

Stock corporation (AG)

The name must not be misleading or being able of creating a misunderstanding, eg, Coca-Colo AG would not work because of the risk of mixing it up with Coca Cola. The name must include a reference to the legal entity of a stock corporation in German, therefore either "Aktiengesellschaft" or any abbreviated form like "AG."

Limited liability company (GmbH)

The name must not be misleading or being able of creating a misunderstanding eg, Coca-Colo GmbH would not work. The name must include a reference to the legal entity of a limited liability company in German, therefore either "Gesellschaft mit beschränkter Haftung" or any abbreviated form like "GmbH."

Bahrain

With Limited Liability (WLL)

A WLL can have a special commercial name, which can be derived from its business objectives and include the name of a partner or partners, followed by the phrase or abbreviation "With Limited Liability" or (WLL).

Closed Shareholding Company (BSC(c))

A BSC(c) must derive their name from their business objective. The name of the company must always be followed by the phrase or abbreviation: "Bahrain Closed Shareholding Company" or (BSC (Closed)).

Single Person Company (SPC) 

An SPC shall have a special trade name, which may be derived from its objectives. The name of the company shall be associated with the name of its owner followed by the phrase "Single Person Company" or (SPC).

Foreign Branch (Branch)

A Branch of a foreign company that is established in Bahrain shall have a commercial name which must be identical to the name of the parent company.

Belgium

Public limited company (société anonyme/naamloze vennootschap)

Almost any name can be used, provided that it is not the same as, or similar to, another corporate name and that the use of the corporate name does not cause any confusion with, or infringe on another company's name or trademark.

A company may require another company, having adopted the same or a very similar name which may cause confusion, to change its name and to pay for the damage caused by such confusion. Therefore, a preliminary search to determine whether the proposed name will create confusion with another company's name, is required.

Limited company (société à responsabilité limitée/besloten vennootschap)

Almost any name can be used, provided that it is not the same as, or similar to, another corporate name and that the use of the corporate name does not cause any confusion with, or infringe on another company's name or trademark.

A company may require another company, having adopted the same or a very similar name which may cause confusion, to change its name and to pay for the damage caused by such confusion. Therefore, a preliminary search to determine whether the proposed name will create confusion with another company's name is required.

Belgian branch office of a foreign company

Almost any name can be used, provided that it is not the same as, or similar to, another corporate name and that the use of the corporate name does not cause any confusion with, or infringe on another company's name trademark. Names cannot be reserved in Belgium. In practice, Belgian branch offices use the name of the foreign company and add "Belgian branch office."

Brazil

Limited liability company (Sociedade Limitada)

A Brazilian company may have any name which is not being currently used by another company or is in conflict with an existing trademark or trade name of a potential competitor or a relevant company.

The company's name must include either the word "Limitada" or its abbreviation "Ltda." as the last word and indicate the core business of the company.

Corporation (Sociedade Anônima)

A corporation may have any name which is not being currently used by another company or is in conflict with an existing trademark or trade name of a potential competitor or a relevant company.

The corporation's name shall include either the words "Companhia," "Sociedade Anônima," or its abbreviation "S.A.," which is most commonly used, and shall indicate the core business of the corporation.

Canada

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

Proposed name can be reserved. Certain name requirements apply. It is possible to incorporate with a generic "numbered company" name.

Chile

Name can be freely agreed by shareholders or partners, but the use of name can be restricted by companies that already use the same name.

China

Proposed name must be reserved before incorporation or change of name.

Colombia

Proposed name must be approved by the Registry of Commerce.

Czech Republic

Limited liability company

Name has to be distinct and must show the legal form. Name must not be misleading or create a misunderstanding. Name must include a reference to the legal form of a limited liability company in Czech, therefore either "společnost s ručením omezenym," or any abbreviated form like "s.r.o." or "spol. s r.o."

Joint stock company

Name must not be misleading or create a misunderstanding. Name must include a reference to legal form of a joint stock company in Czech, therefore either "akciová společnost" or an abbreviated form "a.s."

Denmark

Limited liability company (Kapitalselskab)

The name is required information in the Memorandum of Association and the articles of association.

he name must contain the name of the company form (A/S, ApS or IVS) and must be clearly distinguishable from the names of other enterprises registered by the Danish Business Authority.

The name must not include any family name, business name, distinctive name of real estate, trademark, distinctive mark or the like not belonging to the company.

Egypt

In general, a corporation may have any name that is not currently used by another company or that infringes on an existing registered trademark or trade name or cause confusion or misunderstanding to the company’s purpose or nature. An entity may submit its chosen name to GAFI for pre-approval.

JSC

A company's name can be derived from its purpose (refer to its activity) or from the names of its shareholders. A Joint Stock Company must have words "Joint Stock Company" or "JSC" as part of its name.

LLC

A company's name can be derived from its purpose or from a name of its quota-holders or any one of them.  A Limited Liability Company must have words "Limited Liability Company" or "LLC" as part of its name.

OPC

A company's name may be derived from its purpose or from a name of its founder.

Branch

A branch must have the same name as a foreign-based company. A sentence "a branch of (name of foreign-based company)" must be added to a branch's name.

RO

An RO must have the same name as a foreign-based company. A sentence "an RO of (name of foreign-based company)" must be added to an RO's name.

Finland

Osakeyhtiö (Oy)

Company name is indicated in the articles of association. The Trade Register decides whether the name can be registered. The name must differ from other business names and trademarks in the company's line of business. The company name must include the word "Osakeyhtiö" or abbreviation "Oy," or Swedish word "Aktiebolag" or abbreviation "Ab." Public companies are required to include words "Julkinen osakeyhtiö" or "Oyj," or Swedish word "Publikt aktiebolag" or "Abp."

France

Société par actions simplifiée (SAS)

Must check that the name of the SAS has not already been registered with the French Trademark and Patent Office (Institut national de la propriété industrielle).

Société à responsabilité limitée (SARL)

Must check that the name of the SARL has not already been registered with the French Trademark and Patent Office (Institut national de la propriété industrielle).

Société anonyme (SA)

Must check that the name of the SA has not already been registered with the French Trademark and Patent Office (Institut national de la propriété industrielle).

Germany

GmbH – limited liability company

The name has to be distinct and must show the legal form (GmbH).

Greece

Societe anonyme (S.A.)

Societe anonyme can be named after the type of business it is engaged in.

A company's name may also include the name and surname of founders or shareholders.

The company name must in any case include words "Societe Anonyme."

In the case company's object covers many fields, the company's name may be formed from the most important among them.

For a company's international transactions, company name may be presented in a foreign language, accurate translation or latin alphabet.

Limited liability company (L.T.D.)

Name of L.T.D. could be either objective, which means it is formed according to the object and the purpose of the enterprise, or subjective, that is formed by the name of one or more of partners, or a combination of the above. In addition, written mention of "Limited Liability Company" is obligatory, mainly to inform transacting parties.

A name pre-check in General Commercial Registry is mandatory before obtaining a name.

Private company (P.C.)

Name could be either objective, which means it is formed according to the object and the purpose of the enterprise, or subjective, that is formed by the name of one or more of partners, or a combination of the above. In addition, written mention of "Private Company" is obligatory, mainly to inform the transacting parties.

A name pre-check in General Commercial Registry is mandatory before obtaining a name.

Hong Kong

Limited private companies

No name reservation system. Name must generally end with "Limited." There are specific words which relate to the government and certain industries which are prohibited.

Hungary

Corporate entity's name cannot be similar to the name of any other corporate entity already registered in Hungary. A name can only contain reference to "state" or "national" if the Hungarian State holds a majority interest in the corporate entity. If a third party has a legal interest to a certainextent, a name can only contain such expression subject to consent of a beneficiary.

A name is picked by shareholders/quotaholders and registered in the course of initial (court) registration procedure.

Shareholders/quotaholders can conduct a name reservation procedure before the initial (court) registration procedure, if the desired name is registerable, it will be reserved for 60 days.

India

Private limited company

The name should reflect the main objects/business of the Indian company. In case the Indian company would use the same name, as used abroad, then, a letter from the foreign company would also have to be given. In all states, a corporate ending such as “private limited.” must be used.

Indonesia

Limited liability company

  The proposed name of a company can be reserved with the MOLHR for a certain period and requires payment of a minimum fee. By law, the name of a company must satisfy several requirements, such as it must be in Roman script, not already be used or be identical to that of another company, not be contrary to public order and or morality and not be identical to that of a government entity or international organization, unless approved otherwise.

Ireland

Private company limited by shares (LTD)

The CRO approves the names of all companies and will reject a name that is currently registered or if the proposed name is offensive, misleading or otherwise objectionable. Every LTD must include the word "limited" or "teoranta" as the last word of the registered name (although this may be shortened to "ltd." or "teo." in subsequent usage). Prior to incorporation it is possible on payment of a fee to reserve a company name for a period of 28 days.

External company

A branch can use the name of the company or adopt a separate name, typically the company name with the appendix "Irish Branch."

The CRO approves the names of all branches and will reject a name that is currently registered or if the proposed name is offensive, misleading or otherwise objectionable.

Israel

Company

Names cannot be reserved and are subject to the approval of the Registrar of Companies. Names cannot be misleading, insult the public or its feelings and cannot contain registered trademarks unless given the consent of the holder of such trademark.

Branch / representative office

The branch will be registered under the same name as the Original Entity.

Italy

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

There are no limitations on the name of a limited liability company or joint stock company; in any case, in order to prevent competitive objections, it is suggested to avoid choosing names which are equal or similar to those of competitors companies. Before choosing the name of the company it is advisable to carry out research at the Register of Companies (Registro delle imprese) or at the Italian Trademark Offices. Furthermore, according to Italian law, the name of the company must include the legal form, ie, "S.r.l." or "S.p.A."

Japan

Registered branch

A corporate name cannot be the one which can be mistaken as other companies, but this limitation is only applicable when other companies are located at the same address.

Kabushiki-Kaisha (KK)

A KK should use in its corporate name the words "Kabushiki-Kaisha." A corporate name cannot be the one which can be mistaken for the other company, but this limitation is only applicable when other companies are located at the same address.

Godo-Kaisha (GK)

A GK should use in its corporate name the words "Godo-Kaisha." A corporate name cannot be the one which can be mistaken for the other company, but this limitation is only applicable when other companies are located at the same address.

Luxembourg

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

The corporate name of an S.à r.l. must be different from the denominations of all the other existing Luxembourg companies. Availability of corporate name can be checked with the Register of Commerce and Companies prior to incorporation, but cannot be reserved. Trademark and IP laws also apply to corporate denominations. 

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

The corporate name of an S.A. must be different from the denominations of all the other existing Luxembourg companies. Availability of corporate name can be checked with the Register of Commerce and Companies prior to incorporation, but cannot be reserved. Trademark and IP laws also apply to corporate denominations. 

Special limited partnership (Société en commandite spéciale or SCSp)

The corporate name of an SCSp must be different from the denominations of all the other existing Luxembourg companies and partnerships. Availability of corporate name can be checked with the Register of Commerce and Companies prior to incorporation, but cannot be reserved. Trademark and IP laws also apply to corporate denominations.

Malaysia

The Companies Commission of Malaysia first approves the company name. A company name is unlikely to be approved if it is:

  • undesirable or unacceptable
  • identical to an existing company, corporation or business
  • identical to a name that is being reserved under the Companies Act 2016 or
  • a name that the Companies Commission of Malaysia is ordered not to accept for registration by the Minister of Malaysia

Mexico

S.A. de C.V.

Proposed name shall be approved by the Ministry of Economy.

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

Proposed name shall be approved by the Ministry of Economy.

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

Proposed name shall be approved by the Ministry of Economy.

Netherlands

Branch office

Proposed names cannot be reserved in the Dutch Trade Register. Usually the notary checks in the online Dutch Trade Register if the name is still available (not yet registered as name of another company). The name of a branch office often is composed of the name of the head office followed by “Netherlands branch” or “Dutch branch.”

B.V. (private company with limited liability)

Proposed names cannot be reserved in the Dutch Trade Register. Usually the notary checks in the online Dutch Trade Register if the name is still available (not yet registered as name of another company). The name of a BV must begin or end with “B.V.”.

Co-operative U.A.

Proposed names cannot be reserved in the Dutch Trade Register. Usually the notary checks in the online Dutch Trade Register if the name is still available (not yet registered as name of another company). The name of a Co-operative U.A. must include the word “Coöperatief” together with “U.A.”.

C.V. (a limited partnership)

Proposed names cannot be reserved in the Dutch Trade Register. Usually the notary checks in the online Dutch Trade Register if the name is still available (not yet registered as name of another company). The name of a CV must include “C.V.” To prevent that the limited partner becomes liable as if he were a general partner, the name of the limited partner shall not be included in the name of the CV.

New Zealand

Limited liability company

A new company must have a name that is different from the name of a company that is already registered. A limited liability company must have "Limited" or "Tapui (Limited)"  as part of its name.

Branch

An overseas company must determine that the company name it wishes to use in New Zealand is available and reserve that name with the Companies Office. Once registered, the overseas company must ensure that its full name, and the name of the country it is incorporated in, are clearly stated in:

  • Written communications sent by, or on behalf of, the company and
  • Documents issued or signed by, or on behalf of, the company that evidence or create a legal obligation of the company

Norway

Private LLCs

The name must include the word "aksjeselskap" or the abbreviation "AS." The name may not be identical to a name already registered with the NRBE and contain at least three letters.

Public LLCs

The name must include the word "allmennaksjeselskap" or the abbreviation "ASA." The name may not be identical to a name already registered with the NRBE and contain at least three letters

Partnerships with unlimited liability

If the partners have joint and several liability, the company name must include the words "ansvarlig selskap" or the abbreviation "ANS." If the partners' liability is pro rata, the company name must include the the words "selskap med delt ansvar" or the abbreviation "DA." The name may not be identical to a name already registered with the NRBE and contain at least three letters

Philippines

Proposed name must be verified and reserved with the SEC, to ensure that it is not deceptive or confusingly similar to that of another existing corporation or to a name protected by law (ie, intellectual property). The Revised Corporation Code now requires corporations to manifest its willingness to change its corporate name, immediately upon receipt of notice or directive from the SEC that another corporation, partnership or person has acquired a prior right to the use of such name or that the name has been declared as misleading, deceptive, confusingly similar to a registered name, or contrary to public morals, good customs or public policy.

Entity's name must end with "Corporation," "Corp.," "Incorporated" or "Inc."

Poland

Commercial companies and partnerships can operate under any name as long as it is distinguishable and it includes the name of the legal form of the company (eg, spółka z ograniczoną odpowiedzialnością or sp. z o. o. in respect of limited liability companies, and spółka akcyjna or S.A. in respect of joint-stock companies). The requirement that the name, full or abbreviated, must appear in the business name of an entity also applies to partnerships. In addition, business names of partnerships must feature the name of at least one of the partners.

Business names are recorded in the business register. They may be changed following the incorporation, normally by means of a resolution of the partners (with respect to partnerships) or of the shareholders' meeting or the general meeting (with respect to commercial companies and limited joint-stock partnerships).

Portugal

Corporate name requirements are the same for all companies. It is possible to select a corporate name from a pool of pre-approved corporate names. Otherwise, a company would have to subject itself to a name approval process facilitated by the National Registry of Corporations upon incorporation.

Filing for approval of a corporate name may be undertaken by one of the future shareholders of the company (or by its legal representative) and should identify the name, corporate object and district and municipality of the company’s registered offices.

Puerto Rico

Corporations

The name of the corporation must include one of the following terms: (i) Corporation, (ii) Corp., (iii) CRL, (iv) SRL, (v) Incorporated, (vi) Inc. or (vii) words or abbreviations of similar importance in other languages, provided they are written in roman letters or characters.

Note that whenever words or abbreviations of similar importance in other languages are used, Corporation, Corp., Incorporated or Inc. must be included at the end of the corporate name.

Limited Liability Companies

The name of every LLC must contain the terms: (i) Limited Liability Company, (ii) Compañía de Responsabilidad Limitada, (iii) L.L.C. (iv) C.R.L., (v) LLC or (vi) CRL.

Romania

Name reservation is required.

To the extent the name will include attributes such as "national," "Romanian" or derivatives thereof and/or words specific to central or local public authorities and institutions, prior approval of competent authorities is required.

Russia

Joint-stock company (public and non-public)

The company must have a full company name and can have a short company name.

In the event of public joint-stock company, the full company name must contain an indication that the company is public.

Limited liability company

The company must have a full company name and can have a short company name.

The company name shall include the words ‘limited liability company’.

Saudi Arabia

Limited liability company

LLC should have "limited liability" at the end of its name, which shall be derived from its purpose. The proposed name must be approved by MOCI.

Singapore

Limited liability company

An application for approval of name change has to be obtained from ACRA and a special resolution has to be passed in favor of the name change at an Extraordinary General Meeting or by circular resolution of the shareholders. The name change is effective upon the receipt of the notice of incorporation of company under the new name evidencing the filing of this resolution with ACRA. The new name should not be identical to another, undesirable or contain restricted words.

South Africa

All companies in South Africa, if they wish to reserve a name, may do so by submitting proposed names to the CIPC. The name may not be the same as that of another company, be considered propaganda for war, incitement of violence nor advocate hatred.

South Korea

Joint-stock company (Jusik Hoesa)

Registration of a trade name may be restricted within a given district if a corporation with the same trade name (in Korean) is already registered within such district.

Limited company (Yuhan Hoesa)

Registration of a trade name may be restricted within a given district if a corporation with the same trade name (in Korean) is already registered within such district.

Spain

Branch (Sucursal)

There are no requirements for a branch in Spain.

Limited liability company (Sociedad Limitada)

A certificate declaring that nobody has used the name chosen for a company is required.

Joint-stock company (Sociedad Anónima)

A certificate declaring that nobody has used the name chosen for a company is required.

Sweden

Limited company (Sw. aktiebolag, AB)

Company name is indicated in the articles of association. The SCRO decides whether the name can be registered. The company name must include the word "aktiebolag" or "AB." Public companies are required to add the corporate ending "(publ)."

Trading partnership (Sw. handelsbolag, HB)

Name of an HB is registered with the SCRO. The SCRO decides whether the name can be registered. The name must include the word "Handelsbolag (HB)". Protection for the name is granted within the county (Sw. Län) where the HB has its registered address. 

Limited partnership (Sw. kommanditbolag, KB)

Name of a KB is registered with the SCRO. The SCRO decides whether the name can be registered. The name must include the word "Kommanditbolag (KB)." Protection for the name is granted within the county (Sw. Län) where the KB has its registered address. 

Branch office (Sw. filial, Branch)

A branch name must be approved by the SCRO. The SCRO assesses the suggested branch name and investigates if there are any registered trademarks which may prevent registration of a branch name. The business name of a branch must contain the word "filial."

Switzerland

Stock corporation

The business name must indicate the legal form and must be clearly distinct from every other business name of businesses already registered in Switzerland. A reservation of a business name is not possible.

Taiwan

A Chinese name reservation must be made before filing for incorporation.

Thailand

Entity's name must comply with regulation of, and be approved by, the DBD.

Turkey

Each company form must have a business title that shows the companies type as JSC or LLC (in Turkish) and gives a hint on the business activities of the company (in Turkish), this must also be registered with the Trade Registry. Other than these two parts, there are language constraints.

United Arab Emirates

LLC

The trade name reservation is done online and the relevant payment made in order for the DED to issue the Trade Name Reservation certificate. Certain restrictions apply when obtaining a name, for example, a name may not contain the word "Dubai" or the names of countries or offensive or religious words.

Branch

Same as LLC. Please note that the branch should have the same name as its parent, followed by the name of the Emirate in which the branch is established – for example, a branch in Dubai will have the suffix "Dubai Branch."

FZ-LLC

Certain restrictions apply when obtaining a name, for example, a name may not contain the word "Dubai" and must contain the word FZ-LLC (or other suffixes as may be applicable in the relevant free zones).

FZ-Branch

An FZ-Branch should have the same name as its parent.

Dual Licence Branch

A Dual Licence Branch must have the same name as its parent.

United Kingdom

Private limited company

Companies may generally select any name as long as:

  • It ends with the word, "Limited" or "Ltd"
  • It is not the same as or too similar to a name already on the index maintained by Companies House
  • It does not contain certain restricted or sensitive words, symbols or expressions (such as "authority," "agency" and "court") and
  • It does not give the impression of being connected with the British Government or with a local authority

Limited liability partnership (LLP)

LLPs may generally select any name as long as:

  • It is not the same as or too similar to a name already on the index maintained by Companies House
  • It does not contain certain restricted or sensitive words, symbols or expressions (such as "authority," "agency" and "court") and
  • It does not give the impression of being connected with the British Government or with a local authority

Registered UK establishment

An overseas company can be registered using its corporate name (its name under the law of the country of incorporation), or an alternative name under which it proposes to carry on business in the UK as long as:

  • It is not the same as or too similar to a name already on the index maintained by Companies House
  • It does not contain certain restricted or sensitive words, symbols or expressions (such as "authority," "agency" and "court") and
  • It does not give the impression of being connected with the British Government or with a local authority

United States

 Proposed name can be reserved. Certain name requirements apply. For example, corporations incorporated in the state of Delaware will require a "Corporation," "Corp.," "Incorporated," "Inc." or similar corporate indicator in the name.

Vietnam

The company will register a name upon applying for incorporation. The company's name may not be the same as another company's name (which has been registered) or so similar to another company's name (which has been registered) as to cause confusion.