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  • Form of entity

    Corporation (Sociedad Anónima or SA)

    Separate and distinct legal entity. Admits a minimum of 2 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 1 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 1 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 five business days in the City of Buenos Aires. This corporate type aims to be a 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 two members and a maximum of fifty. 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 with no maximum number (at least three directors and one alternative director in case the company's capital stock exceeds ARS50 million). Directors shall last between one and three years in office, as provided in the bylaws. They may be re-elected. 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 ARS50 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 percent must be paid up front, 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 with no maximum number (at least three directors and one alternative director in case the company's capital stock exceeds ARS50 million). Directors shall last between one and three years in office, as provided in the bylaws. They may be re-elected. 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 must 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 percent needs to be paid up front, 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 may 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 ARS50 million (at least one regular and one alternate member)
    • Typical charter document: bylaws
    • Corporate books: manager and quotaholders’ meeting minutes.
    • Should cash be paid out as consideration for the stock: only 25 percent must be paid up front, 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 ARS100,000.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Minimum capital of SAU is ARS100,000.

    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 2021: ARS43,200).

    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 may 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 may 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, the board's liability depends on the individual performance of each manager.

  • Tax presence

    Sociedad Anónima (Corporation) and SRL (LLC)

    An SA, 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 SA 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. An "urgent" registration process may be followed to obtain the company's registration and its tax ID within 5 business days, 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. An "urgent" registration process may be followed to obtain the company's registration and its tax ID within 5 business days, 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 5 business days 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 5 business days, 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 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 corporate type aims to be a more agile and economic alternative, both in its incorporation and in administration and management. Its incorporation and development is entirely in digital form.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Well regarded and widely used. This is the type of company is usually preferred by foreign shareholders due to tax purposes.

  • Shareholder meeting requirements

    Corporation (Sociedad Anónima or SA)

    Required to hold an annual meeting of shareholders to approve the financial statements of the company.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Required to hold an annual meeting of shareholders to approve financial statements of the company.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Required to hold an annual meeting of shareholders to approve financial statements of the company.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Required to hold an 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 3 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 (ie, 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 (ie, 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 does not 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 ARS50 million shall file their annual financial statements with the Public Registry. However, all SRLs must file their financial 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 1, 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-shareholder corporations must pay annual fee to the Public Registry.

  • Director / officer requirements

    Not applicable for this jurisdiction.

    For more information on directors’ duties, see our Global Guide to Directors’ Duties.
  • 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 may 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 must be Argentinean residents.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Majority of the members of the board must be Argentinean residents.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    At least 1 director must 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 must 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)

    • 2 or more shareholders
    • Board of directors, which must have at least 1 member with no maximum number requirement (at least 3 directors and 1 alternative director in case the company's capital stock exceeds ARS50 million)

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    • 1 shareholder
    • Board of directors, which must have at least 1 member with no maximum number requirement (at least 3 directors and 1 alternative director in case the company's capital stock exceeds ARS50 million)

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    • 1 or more shareholders
    • The managers must be individuals, who may be appointed for an indefinite period

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    • 2 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 2 or more shareholders.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Only 1 shareholder is admitted.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    At least 1 shareholder.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    At least 1 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 may 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 percent of the voting shares, unless the articles provide for a higher quorum. If quorum is not reached, the meeting may be held at a second call. In this case, the meeting is duly constituted with the presence of shareholders representing 30 percent 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 1 shareholder of the company is present.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Meetings may be held physically or through digital means (ie, 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, the meeting may 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 percent of voting shares, unless articles provide for a higher quorum. If quorum is not reached, a meeting may be held at a second call. In this case, the meeting is duly constituted with the presence of members representing 30 percent 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 must 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 may 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 the 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 the 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 the 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 the 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
    Antonio Arias
    Antonio Arias
    Partner DLA Piper (Argentina) [email protected] T +5411 4114 5500 View bio

Summary of "know your client" requirements

Argentina

Not applicable for this jurisdiction.

Australia

Branch

Financial institutions; professionals working within the financial sector, bullion and gambling sectors; and other regulated entities (ie, reporting entities) are required to satisfy their respective KYC obligations. Legal service providers may have their own internal KYC requirements.

Proprietary company

Financial institutions; professionals working within the financial sector, bullion and gambling sectors; and other regulated entities (ie, reporting entities) are required to satisfy their respective KYC obligations. Legal service providers may have their own internal KYC requirements.

Public company

Financial institutions; professionals working within the financial sector, bullion and gambling sectors; and other regulated entities (ie, reporting entities) are required to satisfy their respective KYC obligations. Legal service providers may have their own internal KYC requirements.

Austria

Stock corporation (AG)

The stock corporation is not subject to any KYC rules.

Limited liability company (GmbH)

The company is not subject to any KYC rules.

Bahrain

With Limited Liability (WLL)

Not required by law; however may be required if stated in the company's internal regulations. If the company exercises CBB regulated activities, then it must follow the guidelines set by the CBB to prevent money laundering.

Closed Shareholding Company (BSC(c))

Not required by law; however may be required if stated in the company's internal regulations. If the company  exercises CBB regulated activities, then it must follow the guidelines set by the CBB to prevent money laundering.

Foreign Branch (Branch)

Not required by law; however may be required if stated in the company's internal regulations. If the company is exercising CBB regulated activities, then it must follow the guidelines set by the CBB to prevent money laundering.

Belgium

Public limited company (société anonyme/naamloze vennootschap)

Know-your-client requirement (ie, anti-money laundering): notary public, bank and law firm.

Limited company (société à responsabilité limitée/besloten vennootschap)

Know-your-client requirement (ie, anti-money laundering): notary public, bank and law firm.

Belgian branch office of a foreign company

It is possible that the Belgian bank has certain know-your-client requirements in view of opening a Belgian bank account.

Brazil

Limited liability company (Sociedade Limitada)

During the procedure of opening the company's bank account, the documents required may vary from bank to bank.

Corporation (Sociedade Anônima)

During the procedure of opening the corporation's bank account, the documents required may vary from bank to bank.

Canada

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

Typically required by law societies in various Canadian provinces and territories.

Chile

Required by banks, AGFs and insurance companies.

China

In connection with the information reporting to the  MOFCOM, information about an ultimate actual controller of the company as well as that of all the investors must be disclosed to MOFCOM. The disclosed information should generally allow the MOFCOM to trace the investment all the way up to either natural person, publicly listed company, foreign government (including government fund) or international organization owning or controlling 50 percent or more of the interest of a foreign investor. Practice of the local counterpart of the MOFCOM varies, but it may be possible to list only the largest shareholder, and to group multiple smaller shareholders together without specifying their names. Banks may have separate and different "know your client" or anti-money laundering requirements.

Colombia

Depending on the company's object and line of business, it may or may not be obligated to have a Know-Your-Client policy.

Czech Republic

Czech "know your client" requirements are based on European provisions. Most applicable law is the Anti-Money Laundering Act.

Thereunder, transactions are subject to different identification measurements and reporting duties, with penalties resulting from non-compliance. These vary from simple proof of identification (for individuals) – respectively a physical/electronic record of the company – to simple or enhanced due diligences depending on the risk. For instance, politically exposed persons (PEPs) are always subject to enhanced due diligences.

Denmark

Limited liability company (Kapitalselskab)

There are no general "KYC" requirements applicable to all companies in Denmark.

However, several specific businesses such as banking, law firms, accountants and real estate agencies are subject to the Danish Money Laundering Act, which contains certain "know your client" requirements. Business are required to provide sufficient and correct information upon request from the relevant authorities.

Egypt

Not applicable for this jurisdiction.

Finland

Osakeyhtiö (Oy)

In case the client plans to make transactions, investments, open a bank account or similar, certain KYC requirements apply.

France

Société par actions simplifiée (SAS)

Not required from a corporate law standpoint. However, at the time of the opening of a bank account in the name of the company, the bank will ask for KYC documents.

Société à responsabilité limitée (SARL)

Not required from a corporate law standpoint. However, at the time of the opening of a bank account in the name of the company, the bank will ask for KYC documents.

Société anonyme (SA)

Not required from a corporate law standpoint. However, at the time of the opening of a bank account in the name of the company, the bank will ask for KYC documents.

Germany

GmbH – limited liability company

The German "Know Your Client" requirements are based on the European provisions.

Most common applicable law is the Anti-Money Laundering Act (Geldwäschegesetz), pursuant to which transactions are subject to different identification and reporting requirements, with penalties resulting from non-compliance. These vary from simple proof of identification (for individuals) or a physical/electronic record of the company, to simple or enhanced due diligence, depending on the risk. For example, Politically Exposed Persons (PEPs) are always subject to an enhanced due diligence process.

The reporting is made to the Criminal Investigation Department of the relevant state and to the central Criminal Investigation Department of Germany (Central Division for Suspicious Activity Reports (Financial Intelligence Unit FIU)).

Greece

Not applicable for this jurisdiction.

Hong Kong, SAR

Limited private companies

Professional service providers generally have their own KYC documents to be completed.

Hungary

Service providers (eg, inter alia, law firms, credit institutions, financial service providers, auditor companies, funds and tax advisers) must verify the identity of their clients for anti-money laundering purposes before entering into an engagement. Service providers must record the identification data of a client (in the case of natural persons: name and surname, name at birth, nationality, date and place of birth, mother's birth name, home address, number and type of identification document; in the case of legal entities and unincorporated organizations: name, abbreviated name, registered office, main activities, name and position of authorized representatives, identification data of the agent for service of process, registration number and tax number).

For the purposes of identification and verification procedures, service providers must require the presentation of various documents (in the case of natural persons: an official document suitable for identification purposes and official address card for Hungarian citizens, and passport or personal identification document for foreign nationals; in case of legal entities and unincorporated organizations: personal identification documents of a natural person acting on behalf of a legal entity or unincorporated organization, documentary evidence of registration or that an application for registration has been submitted, and a constitutional document if an application for registration has not yet been submitted).

If the client is a natural person, it is required to provide a written statement as to whether the person is acting in the name or on behalf of a beneficial owner. The statement must indicate the following data of the ultimate beneficial owner:

  • Name at birth
  • Nationality
  • Date and place of birth and
  • Home address.

The service provider must additionally request a statement declaring whether the beneficial owner is a politically exposed person.

If a client is a legal entity or unincorporated organization, it is required to provide a written statement identifying its ultimate beneficial owner; the statement must indicate the following data of the ultimate beneficial owner:

  • Name and surname
  • Name at birth
  • Nationality
  • Date and place of birth
  • Home address and
  • The nature and extent of ownership interest.

The service provider must additionally request a statement declaring whether the beneficial owner is a politically exposed person.

India

Private limited company

Know-your-client requirements are mandatory for incorporation as well as for the opening of a bank account. Significant beneficial owner filing requirements apply to all shareholders who hold more than 10 percent or more in the company.

Indonesia

Limited liability company

Banks and financial service institutions in Indonesia are required to apply certain know your client principles. Indonesian companies, as well as notaries, are required to identify, verify and report the ultimate beneficial owner to the government. If necessary, a government institution may audit a company to identify and verify its beneficial owner.

Ireland

Private company limited by shares (LTD)

Typical KYC information required by, for example, banks and professional services firms is as follows:

  • Proof of incorporation/registration
  • Up-to-date list of directors
  • Identification of the ultimate beneficial owners
  • Personal identification of at least 1 director (ie, copies of a recent utility bill and passport or driver's license) and
  • Disclosure of any politically exposed persons

KYC information does not need to be submitted for the incorporation of the company itself.

External company

Typical KYC information required by, for example, banks and professional service firms is as follows:

  • Proof of incorporation / registration
  • Up-to-date list of directors (if any)
  • Identification of the ultimate beneficial owners
  • Personal identification of at least 1 director (ie, copies of a recent utility bill and passport or driver's license) and
  • Disclosure of any politically exposed persons

KYC information does not need to be submitted for registration of the branch.

Israel

Company

To open a tax file, the company will need to have bank account and the bank will have the “know your client” requirements under Israeli anti money laundering laws.

Branch / representative office

To open a tax file, the company will need to have bank account and the bank will have the “know your client” requirements under Israeli anti money laundering laws.

Italy

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

Not applicable for this jurisdiction.

Japan

Registered branch

There is no system that is similar to KYC in this jurisdiction.

Kabushiki-Kaisha (KK)

There is no system that is similar to KYC in this jurisdiction.

Godo-Kaisha (GK)

There is no system that is similar to KYC in this jurisdiction.

Luxembourg

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

Lawyers, banks and professionals of the financial sector, including domiciliation companies (corporate services providers), as well as notaries, are subject to KYC obligations.

The Luxembourg law setting-up a register of beneficial owners, implementing the EU Directive on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, lays down the following main obligations:

1. Obtaining and maintaining up-to-date information concerning beneficial owners of any Luxembourg entities at their registered office

2. Filing such information in a new, specially created, register in Luxembourg and

3. Providing information on beneficial owners to (i) national authorities (upon simple request) and (ii) certain professional organizations and professionals of the financial sector (upon grounded request).

The notion of "beneficial owner" is defined by the Luxembourg law on the fight against money laundering and terrorist financing. In a nutshell, it refers to any individual ultimately who either holds, directly or indirectly, more than 25 percent of the company's capital or voting rights, or exercises, by any other means, a control over the management or executive bodies of the company or over the general meeting of its shareholders.

In case it can be confirmed that no natural person owns, holds or controls, directly or indirectly, at least 25 percent of the relevant entity and, therefore, no person meets the requirements to be identified as beneficial owner, the name (and details) of the senior managing official(s) (dirigeant(s) principal/principaux) should be communicated to, and filed with, the Luxembourg Beneficial Owners Register.

While no definition of the term "senior managing official(s)" has been provided by the Law, the Circular LBR 19/02 of 18 March 2019 issued by the Luxembourg Business Registers (which is not a source of binding law, but is limited to provide a certain guidance on the interpretation of law) provides that the term of "senior managing official" refers to the entire management body of a "company".

Criminal sanctions amounting to fines ranging from EUR 1 250 to EUR 1 250 000 may be applied to entities within the scope and on the beneficial owners in case of non-compliance.

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

Lawyers, banks and professionals of the financial sector, including domiciliation companies (corporate services providers), as well as notaries, are subject to KYC obligations.

The Luxembourg law setting-up a register of beneficial owners, implementing the EU Directive on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, lays down the following main obligations:

1. Obtaining and maintaining up-to-date information concerning beneficial owners of any Luxembourg entities at their registered office;

2. Filing such information in a new, specially-created, register in Luxembourg; and

3. Providing information on beneficial owners to (i) national authorities (upon simple request) and (ii) certain professional organizations and professionals of the financial sector (upon grounded request).

The notion of "beneficial owner" is defined by the Luxembourg law on the fight against money laundering and terrorist financing. In a nutshell, it refers to any individual ultimately who either holds, directly or indirectly, more than 25 percent of the company's capital or voting rights, or exercises, by any other means, a control over the management or executive bodies of the company or over the general meeting of its shareholders.

In case it can be confirmed that no natural person owns, holds or controls, directly or indirectly, at least 25 percent of the relevant entity and, therefore, no person meets the requirements to be identified as beneficial owner, the name (and details) of the senior managing official(s) (dirigeant(s) principal/principaux) should be communicated to, and filed with, the Luxembourg Beneficial Owners Register.

While no definition of the term "senior managing official(s)" has been provided by the Law, the Circular LBR 19/02 of 18 March 2019 issued by the Luxembourg Business Registers (which is not a source of binding law, but is limited to provide a certain guidance on the interpretation of law) provides that the term of "senior managing official" refers to the entire management body of a "company".

Criminal sanctions amounting to fines ranging from EUR 1 250 to EUR 1 250 000 may be applied to entities within the scope and on the beneficial owners in case of non-compliance.

Special limited partnership (Société en commandite spéciale or SCSp)

Lawyers, banks and professionals of the financial sector, including domiciliation companies (corporate services providers) as well as notaries, are subject to KYC obligations.

Obligation to identify the beneficial owner of corporate and legal entities, which is, in principle, any natural person holding, directly or indirectly, at least 25 percent of the share capital of said corporate and legal entities.

Criminal sanctions amounting to fines ranging from EUR 1 250 to EUR 1 250 000 may be applied to entities within the scope and on the beneficial owners in case of non-compliance.

As from March 2019, a register of beneficial owners shall be accessible online.

Malaysia

Not applicable for this jurisdiction.

Mauritius

Know your client requirements (ie, anti-money laundering) apply to banks, law practitioners and law firms, management companies and other financial institutions in accordance with the Financial Intelligence and Anti-Money Laundering Act 2002 of Mauritius.

Mexico

S.A. de C.V.

Required by Notary Public for incorporation purposes: filing of a questionnaire, provide proof of legal existence and powers of attorney granted by the shareholders, if applicable.

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

Required by Notary Public for formation purposes: filing of a questionnaire, provide proof of legal existence and powers of attorney granted by the partners, if applicable.

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

Required by Notary Public for incorporation purposes: filing of a questionnaire, provide proof of legal existence and powers of attorney granted by the shareholders, if applicable.

Netherlands

Branch office

Dutch civil law notaries and trust companies each have their own KYC requirements. Generally, clients are required to disclose the identities of ultimate beneficial owners (natural persons directly or indirectly holding more than 25% of the shares or the voting rights) and provide documentation, such as notarized and apostilled passport copies, of individuals involved with the branch office as director or proxy holder.

If no ultimate beneficial owner, holding more than 25 percent, exists in the structure, pseudo-UBOs must be designated (for example, the members of the board).

B.V. (private company with limited liability)

Dutch civil law notaries and trust companies each have their own KYC requirements. Generally, clients are required to disclose the identities of ultimate beneficial owners (natural persons directly or indirectly holding more than 25% of the shares or the voting rights) and provide documentation, such as notarized and apostilled passport copies, of individuals involved with the BV as director or (representative of) shareholder.

If no ultimate beneficial owner, holding more than 25 percent, exists in the structure, pseudo-UBOs must be designated (for example, the members of the board).

Co-operative U.A.

Dutch civil law notaries and trust companies each have their own KYC requirements. Generally, clients are required to disclose the identities of ultimate beneficial owners (natural persons directly or indirectly holding more than 25% of the interests in the co-operative or the voting rights) and provide documentation, such as notarized and apostilled passport copies, of individuals involved with the co-operative as board member or (representative of) member.

If no ultimate beneficial owner, holding more than 25 percent, exists in the structure, pseudo-UBOs must be designated (for example, the members of the board).

C.V. (a limited partnership)

Dutch lawyers, civil law notaries and trust companies each have their own KYC requirements. Generally, clients are required to disclose the identities of ultimate beneficial owners (natural persons directly or indirectly holding more than 25% of the interests in the CV or the voting rights) and provide documentation, such as notarized and apostilled passport copies, of individuals involved with the CV as a partner (or management committee member).

If no ultimate beneficial owner, holding more than 25 percent, exists in the structure, pseudo-UBOs must be designated (for example, the general partners of the CV).

New Zealand

Limited liability company

Financial institutions, professionals working within the financial sector, bullion and gambling sectors as well as other regulated entities (ie, reporting entities) are required to satisfy their respective KYC obligations. Legal service providers are now subject to the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML/CFT) due diligence compliance requirements, in addition to their own internal KYC requirements. In general, this requires identity verification of the ultimate beneficial owners of an entity, but can vary depending on the nature of the business conducted by the entity.

Branch

Financial institutions, professionals working within the financial sector, bullion and gambling sectors as well as other regulated entities (ie, reporting entities) are required to satisfy their respective KYC obligations. Legal service providers are now subject to the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML/CFT) due diligence compliance requirements in addition to their own internal KYC requirements.

Nigeria

Please note that there are sector specific KYC requirements applicable to each company based on their assessed value. However, the general KYC requirements include the following:

  • Evidence of registration in the Country of Incorporation (for corporates)
  • Certificate of incorporation
  • Relevant resolution approving the transaction Passport photograph
  • Valid form of identification
  • Name, place and date of birth
  • Gender
  • Address Occupation

Norway

Required by banks in order to open a bank account.

Philippines

In compliance with the Anti-Money Laundering Act of 2001, a bank is covered by the "Know-Your-Customer" Rule of the BSP and is obligated to implement procedures that would properly identify/verify the existence of its clients. As such, the foreign company must comply with the bank's procedure/requirements to be able to open an account/remit the necessary funds to set up its business in the Philippines.

Poland

The Polish "know your client" requirements, applicable to all organizational business forms, are mostly contained in the Act on Combating Money Laundering and the Financing of Terrorism. The requirements contained in this act are based on the relevant EU laws that set forth a host of registry, identification and reporting duties on companies, partnerships and foreign entities conducting business in Poland through branches and representative offices. There are some additional, local requirements under guidance of the Ministry of Finance on the due diligence on verification of contracting parties.

As of July 2020 all partnerships (except of professional partnerships) and all commercial companies (except of public joint-stock companies) are obliged to file information about their Ultimate Beneficiary Owner (the “UBO”) to the public register called: Central Register of Beneficiary Owners (Polish: Centralny Rejestr Beneficjentów Rzeczywistych). Filling can be done only in an electronic form with a qualified electronic signature or trusted signature (by using state platform called ePUAP) of individual(s) authorized to represent a company.

Information on the UBO have to be reported within 7 days. Failure to comply with the abovementioned requirements may result in a fine up to EUR1 million.

Portugal

The beneficial owner(s) of a company must be disclosed upon:

  1. Incorporation;
  2. Any change to the bylaws;
  3. Submission of the yearly accounts (IES); and
  4. Occurrence of any changes to the information previously provided.

Law firms and other services providers (e.g. audit firms) are subject to KYC proceedings, depending on the type of services provided. For instance for law firms, KYC proceedings are required if the firm is receiving and paying any amounts on behalf of the client.

Puerto Rico

Corporations

Not applicable for this jurisdiction.

Limited Liability Companies

Not applicable for this jurisdiction.

Romania

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

Russia

Joint-stock company (public and non-public)

Typically not required, though legal service providers may have their own KYC documents to be completed.

Limited liability company

Typically not required, though legal service providers may have their own KYC documents to be completed.

Saudi Arabia

Limited liability company

Not required by law.

Singapore

Limited liability company

Legal service providers are required to complete stringent KYC procedures which includes identifying ultimate beneficial individual owners of shares and verifying the residential addresses of directors.

South Africa

A bank’s KYC requirements are guided by the Financial Intelligence Centre Act 38 of 2001 and other applicable anti-money laundering and counter-terrorism legislation. These requirements differ amongst the banks as the information required by the bank is subject to the bank's internal policy. At minimum, the bank will request the proof of identity of a company's directors, confirmation of its incorporation details, proof of its registered address, details of its trading name, proof of its operating address (if different from the registered address), the contact details of the company as well as the company's tax and value-added-tax registration numbers (if applicable). In all cases, originals or certified copies of the original documents must be submitted.

South Korea

Joint-stock company (Jusik Hoesa)

The bank may require information regarding the member or the shareholder information of the shareholder and supporting documents for its KYC process and Korean banking law compliance purposes (eg, shareholders registry of the shareholder). The information required by the bank is subject to the bank's internal policy and may differ among banks.

Limited company (Yuhan Hoesa)

The bank may require information regarding the member or the shareholder information of the member and supporting documents for its KYC process and Korean banking law compliance purposes (eg, shareholders registry of the member). The information required by the bank is subject to the bank's internal policy and may differ among banks.

Spain

Branch (Sucursal)

An ultimate beneficial ownership declaration, in which any ultimate beneficiary owning (directly or indirectly) more than 25 percent of the company must be identified, is required.

Limited liability company (Sociedad Limitada)

An ultimate beneficial ownership declaration, in which any ultimate beneficiary owning (directly or indirectly) more than 25 percent of the company must be identified, is required.

Joint-stock company (Sociedad Anónima)

An ultimate beneficial ownership declaration, in which any ultimate beneficiary owning (directly or indirectly) more than 25 percent of the company must be identified, is required.

Sweden

In case the client plans to make transactions, investments or similar, certain KYC requirements apply.

Switzerland

Stock corporation

No general KYC requirements except for financial intermediaries and dealers, as defined in the Swiss Anti-Money Laundering Act.

However, reporting requirements regarding the identity of the owner of bearer shares and regarding the ultimate beneficial owner of shareholders holding more than 25 percent of the voting rights or capital in a stock corporation may apply to unlisted stock corporations.

Taiwan, China

Generally not required. Entities in the financial sector will typically impose their own KYC requirements in accordance with Taiwan Anti-Money Laundering Act (AMLA).

Thailand

May be required if a company operates a regulated business such as commercial banks or other types of financial institutions.

Turkey

Not applicable for this jurisdiction, apart from certain industries (eg, banking, insurance.)

Ukraine

Limited Liability Company

Although the law generally imposes such obligation only for certain types of entities (eg, banks, insurance companies, exchanges, legal services providers), it is a common approach to perform a limited KYC procedure in order to protect the company from potential risks.

Private Joint-Stock Company

Although the law generally imposes such obligation only for certain types of entities (eg, banks, insurance companies, exchanges and legal services providers), it is a common approach to perform a KYC procedure in order to protect the company from potential risks.

United Arab Emirates

LLC

Strict requirements for banks, money exchange houses, finance companies and financial institutions operating in the UAE to follow “know your customer” guidelines to prevent money laundering. In accordance with the UAE Central Bank regulations, the banks are required to trace the details of the ultimate beneficial shareholder owning 5 percent or more of the shares in the company. The DED only requires details of the immediate shareholders of the company and will not request for details of the ultimate beneficial shareholders.

Branch

Same as the LLC.

FZ-LLC

Strict requirements for banks, money exchange houses, finance companies and financial institutions operating in the UAE to follow “know your customer” guidelines to prevent money laundering. Most free zones require compliance with this requirement and want to trace details of the ultimate beneficial shareholder owning 5 percent or more of the shares in the FZ-LLC.

FZ-Branch

Same as FZ-LLC.

Dual Licence Branch

Same as branch.

United Kingdom

Private limited company

Generally not required. Firms in the financial or legal sector will typically impose their own KYC procedures.

Limited liability partnership (LLP)

Generally not required. Firms in the financial or legal sector will typically impose their own KYC procedures.

Registered UK establishment

Generally not required. Firms in the financial or legal sector will typically impose their own KYC procedures.

United States

US law firms are subject to specific "know your client" requirements that require the firm to apply identity verification rules.

Vietnam

Generally, none, except for some special business activities, such as those taken up by banks.