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  • Form of entity

    Corporation (Sociedad Anónima or SA)

    Separate and distinct legal entity. Admits a minimum of two shareholders. Managed by a board of directors who are elected by the stockholders of the corporation.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Separate and distinct legal entity. Admits exclusively one shareholder. SAUs are not allowed to be incorporated or wholly owned by SAUs. Managed by a board of directors who are elected by the only stockholder of the corporation.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Separate and distinct legal entity. Admits one or more shareholders. Managed by a board of directors who are elected by the stockholders. There is an established form of bylaws and public notice that, if used, shall enable the registration of the SAS within 24 hours in the City of Buenos Aires. This new corporate type aims to be more agile and economic alternative, both in its incorporation and in the administration and management. Its incorporation and development are entirely digital.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Separate and distinct legal entity. Admits a minimum of 2 members and a maximum of 50. Managed by a single manager or several managers with full powers who may act individually, or by a Board of Managers acting by majority, appointed by the members.

  • Entity set up

    Corporation (Sociedad Anónima or SA)

    • Two or more shareholders
    • The local management is in charge of a board of directors, which may have at least one member, no maximum number (at least three directors and one alternative director in case the company's capital stock exceeds ARS$50 million). Directors shall last between one and three years in office, as provided in the bylaws. They may be reelected. The majority of the board of directors must be composed of Argentine residents
    • The president of the board is the legal representative of the company
    • Statutory auditor is optional. Mandatory if capital stock exceeds ARS$50 million
    • Typical charter document: bylaws
    • Corporate Books: stock ledger, shareholders' meeting minutes, board of directors' meeting minutes and attendance records book
    • Should cash be paid out as consideration for the stock; only 25% needs to be paid up upfront, and the balance is paid within two years after that. When considerations for the stock are contributions in kind, the stock must be fully paid off at the time of subscription of the shares

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    • Only one shareholder
    • The local management is in charge of a board of directors, which may have at least one member, no maximum number (at least three directors and one alternative director in case the company's capital stock exceeds ARS$50 million). Directors shall last between one and three years in office, as provided in the bylaws. They may be reelected. The majority of the board of directors must be composed of Argentine residents
    • The president of the board is the legal representative of the company
    • Permanent control by government
    • Statutory auditor is mandatory (at least one regular and one alternate statutory auditor)
    • Typical charter document: bylaws
    • Corporate books: stock ledger, shareholders' meeting minutes, board of directors' meeting minutes and attendance records book
    • Capital stock shall be fully paid up upon execution of bylaws
    • SAUs are not allowed to be incorporated or wholly owned by another SAU

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    • One or more shareholders
    • The managers must be individuals, who may be appointed for an indefinite period. At least one director needs to be an Argentinean resident (provided that the Argentinian resident director is the legal representative of the company)
    • Statutory auditor is optional
    • Corporate books: carried by electronic means (stock ledger, minutes and attendance records book)
    • Should cash be paid out as consideration for the stock; only 25% needs to be paid up upfront, and the balance is paid within two years after that. When considerations for the stock are contributions in kind, the stock must be fully paid off at the time of subscription of the shares

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    • Two or more members
    • The local management is in charge of single or several managers with full powers who may act individually, or a board of managers acting by majority. Managers may be appointed for an indefinite term. The majority of the board of managers must be composed of Argentine residents
    • The legal representative of the company can be a single manager. All managers or a president of the board of managers are entitled with full powers
    • Statutory auditor is optional. Mandatory if capital stock exceeds ARS$10 million (at least one regular and one alternate member)
    • Typical charter document: bylaws
    • Corporate books: minutes
    • Should cash be paid out as consideration for the stock; only 25% needs to be paid up upfront, and the balance is paid within two years after that. When considerations for the stock are contributions in kind, the stock must be fully paid off at the time of subscription of the shares.
  • Minimum capital requirement

    Corporation (Sociedad Anónima or SA)

    Minimum capital of SA is ARS$100,000.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Minimum capital of SAU is ARS$100,000.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Minimum capital of SAS shall be twice the national minimum vital and mobile wage established at the time of its incorporation (as of March 2019: ARS$23,800).

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    No minimum capital requirement.

  • Legal liability

    Corporation (Sociedad Anónima or SA)

    Directors must act honestly and in good faith in best interests of the company. Directors can be held personally liable to the company, shareholders and third parties if they fail to comply with their general legal duties or specific duties contained in Argentine Law 19,550.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Directors must act honestly and in good faith in best interests of the company. Directors can be held personally liable to the company, shareholders and third parties if they fail to comply with their general legal duties or specific duties contained in Argentine Law 19,550.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Liability of directors of a corporation under Law 19,550 is applicable to SAS managers. In addition, individuals who are not managers or legal representatives of an SAS, or legal persons acting as managers, are liable in the same way as managers, and their liability will be extended to the acts in which they did not intervene but which they habitually performed.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    In case of SRLs, when articles allow distribution of management powers among individual members of the board of managers, board's liability depends on the individual performance of each manager.

  • Tax presence

    Sociedad Anónima (Corporation) and SRL (LLC)

    An S.A., same as an SRL (LLC), is considered an Argentine resident for tax purposes and is obligated to pay taxes on income obtained worldwide, whether earned within Argentina or abroad. An S.A. may take the sums effectively paid abroad for analogous taxes, for activities carried out abroad as a payment for taxes (within certain limits).

  • Incorporation process

    Corporation (Sociedad Anónima or SA)

    File bylaws for registration with the Public Registry. Starting from April 4, 2018, an "urgent" registration process may be followed to obtain the company's registration and its tax ID within 24 hours, in case no observations are made by the Public Registry in the City of Buenos Aires.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    File bylaws for registration with the Public Registry. Starting from April 4, 2018, an "urgent" registration process may be followed to obtain the company's registration and its tax ID within 24 hours, in case no observations are made by the Public Registry in the City of Buenos Aires.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    File bylaws for registration with the Public Registry. There is an established form of bylaws and public notice that, if used, shall enable the registration of the SAS within 24 hours through digital means in the City of Buenos Aires.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    File bylaws for registration with the Public Registry. An "urgent" registration process may be followed to obtain the company's registration, its tax ID and corporate books within 24 hours, in case no observations are made by the Public Registry in the City of Buenos Aires.

  • Business recognition

    Corporation (Sociedad Anónima or SA)

    Well regarded and widely used.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    This new corporate type was introduced in Argentina in August 2016 pursuant the Argentine Civil and Commercial Code modification and is beginning to be used.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    This new corporate type aims to be more agile and economic alternative, both in its incorporation and in administration and management. Its incorporation and development will entirely be in digital form.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

  • Shareholder meeting requirements

    Corporation (Sociedad Anónima or SA)

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

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

  • Board of director meeting requirements

    Corporation (Sociedad Anónima or SA)

    The board shall meet at least once every three months.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Periodical meetings of the board are not required.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Periodical meetings of the board are not required.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Periodical meetings of managers are not required.

  • Annual company tax returns

    All corporations must annually file tax returns with federal and state tax authorities.

  • Business registration filing requirements

    Corporation (Sociedad Anónima or SA)

    Initial registration is required, as well as annual filings (financial statements of the company before the Public Registry and the Tax Authority). Every appointment or resignation of directors, change of domicile or bylaws' amendments must be filed with the Public Registry for registration.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Initial registration is required, as well as annual filings (financial statements of the company before the Public Registry and the Tax Authority). Every appointment or resignation of directors, change of domicile or bylaws' amendments must be filed with the Public Registry for registration.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Initial registration is required. SAS doesn't file its financial statements with the Public Registry, but these documents must be filed with the Tax Authority. Every appointment or resignation of directors, change of domicile or bylaws' amendments must be filed with the Public Registry for registration.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Initial registration is required. Only SRLs which capital stock exceeds ARS$50 million shall file their annual financial statements with the Public Registry. However, all SRLs must file their fincancial statements with the tax authorities.

  • Business expansion

    Corporation (Sociedad Anónima or SA)

    No need to change as business expands.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    If the number of shareholders exceeds one, the SAU must convert to an SA or SAS.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    No need to change as business expands.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    If the number of members exceeds 50, the SRL must convert to an SA or SAS.

  • Exit strategy

    Any corporate type shall file dissolution documents with the Public Registry.

  • Annual corporate maintenance requirements

    Corporations and single-shareholders corporations must pay annual fee to the Public Registry.

  • Director / officer requirements

    Not applicable for this jurisdiction.

  • Local corporate secretary requirement

    Not applicable for this jurisdiction.

  • Local legal or admin representative requirement

    Not applicable for this jurisdiction.

  • Local office lease requirement

    In some circumstances, the Tax Authority requires evidence of the declared domicile.

  • Other physical presence requirements

    Not applicable for this jurisdiction.

  • Sufficiency of virtual office

    Not applicable for this jurisdiction.

  • Provision of local registered address by law firm or third-party service provider

    A company must provide its registered address. In certain circumstances, a law firm office can provide the registered address until the local entity hires an office. In this case, the company is requested to move its registered office to its new location.

  • Provision of local director or corporate secretary by law firm or third-party service provider

    A company shall provide a local director. In certain circumstances, a law firm may provide a local director service at a monthly rate.

  • Nationality or residency requirements for shareholders, directors and officers

    Corporation (Sociedad Anónima or SA)

    Majority of members of the board need to be Argentinean residents.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Majority of the members of the board need to be Argentinean residents.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    At least one director needs to be Argentinean resident (provided that the Argentinean resident director is the legal representative of the company).

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Majority of the members of the board need to be Argentinean residents.

  • Restrictions regarding appointment of nominee shareholders or directors

    Not applicable for this jurisdiction.

  • Summary of director's, officer's and shareholder's authority and limitations thereof

    Not applicable for this jurisdiction.

  • Public disclosure of identity of directors, officers and shareholders

    Not applicable for this jurisdiction.

  • Minimum and maximum number of directors and shareholders

    Corporation (Sociedad Anónima or SA)

    • Two or more shareholders
    • Board of directors, which must have at least one member, no maximum number requirement (at least three directors and one alternative director in case the company's capital stock exceeds ARS$50 million)

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    • One shareholder
    • Board of directors, which must have at least one member, no maximum number requirement (at least three directors and one alternative director in case the company's capital stock exceeds ARS$50 million)

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    • Two or more members (within a maximum of 50 members)
    • The local management is maintained by a single manager, several managers with full powers who may act individually, or a board of managers acting by majority. Managers may be appointed for an indefinite term
  • Minimum number of shareholders required

    Corporation (Sociedad Anónima or SA)

    At least two or more shareholders.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Only one shareholder is admitted.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    At least one shareholder.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    At least two or more members.

  • Removal of directors or officers

    Removal of directors or managers shall be approved by the shareholders meeting and then registered in the Public Registry.

  • Required and optional officers

    Not applicable for this jurisdiction.

  • Board meeting requirements

    Not applicable for this jurisdiction.

  • Quorum requirements for shareholder and board meetings

    Corporation (Sociedad Anónima or SA)

    The Board makes decisions by a simple majority of directors present at the relevant meeting, with a quorum of an absolute majority of total number of directors, unless the company's articles provide for a higher quorum and majority.

    In case of annual or regular shareholders' meetings, the required quorum shall be constituted by shareholders representing the majority of the voting shares. If quorum is not reached, the meeting can be held at a second call. In this case, the meeting is duly constituted with any number of shareholders present. On the other hand, special meetings require the presence of shareholders representing 60% of the voting shares, unless the articles provide for a higher quorum. If quorum is not reached, the meeting can be held at a second call. In this case, the meeting is duly constituted with the presence of shareholders representing 30% of the voting shares, unless the articles provide otherwise.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    The board makes decisions by a simple majority of directors present at the relevant meeting, with a quorum of an absolute majority of total number of directors, unless the company's articles provide for a higher quorum and majority.

    In the case of shareholders' meeting, quorum is reached if at least one shareholder of the company is present.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Meetings may be held physically or through digital means (video or teleconference). Managers and members may call themselves to hold deliberations, with no need of prior notice. The management body's resolutions are valid as long as all members attend, and the majority as stated in the bylaws approve the agenda. Member's resolutions will be valid, provided that all partners attend and the agenda is passed unanimously.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    The board makes decisions by a simple majority of the managers present at the relevant meeting, with a quorum of an absolute majority of total number of directors, unless the company's articles provide for a higher quorum and majority.

    In case of annual or regular members' meetings, required quorum is constituted by the shareholders representing the majority of the voting shares. If quorum is not reached, meeting can be held at a second call. In this case, the meeting is duly constituted with any number of shareholders present. On the other hand, special meetings require the presence of members representing 60% of voting shares, unless articles provide for a higher quorum. If quorum is not reached, a meeting can be held at a second call. In this case, the meeting is duly constituted with the presence of members representing 30% of voting shares, unless the articles provide otherwise.

  • Must a bank account be opened prior to incorporation, and must the bank account be local?

    Not applicable for this jurisdiction.

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

    All companies need to have at least annual financial statements audited. The auditor must be located in Argentina and the company's corporate and accounting books must be kept locally.

  • Requirement regarding par value of stock

    Not applicable for this jurisdiction.

  • Increasing of capitalization if needed

    Not applicable for this jurisdiction.

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

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

  • Restrictions on transferability of shares

    Corporation (Sociedad Anónima or SA)

    No restrictions, unless otherwise provided in bylaws. Transfers are reported to the company and recorded in Stock Ledger Book.

    Single-Shareholder Corporation (Sociedad por Acciones Unipersonal or SAU)

    No restrictions, unless otherwise provided in bylaws. Transfers are reported to the company and recorded in  Stock Ledger Book.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    No restrictions, unless otherwise provided in bylaws. Transfers are reported to the company and recorded in Stock Ledger Book.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    No restrictions, unless otherwise provided in bylaws. Transfers shall be reported and registered with the Public Registry of Commerce.

  • Obtaining a name and naming requirements

    Corporate name must contain the type of company it adopted. Name may be reserved before registering the company by paying and filing a form with the Public Registry, in case chosen name is available.

  • Summary of "know your client" requirements

    Not applicable for this jurisdiction.

  • Approval requirements for amending charter document

    Amendments to bylaws in all companies must be approved by shareholders or members' meeting and then filed for registration by the Public Registry.

  • Licenses required to conduct business in jurisdiction

    Not applicable for this jurisdiction.

  • Process of purchasing and utilizing a shelf company

    Not applicable for this jurisdiction.

  • Key contacts
    Martin Mittelman
    Martin Mittelman
    Partner DLA Piper (Argentina) [email protected] T +5411 41145500 View bio
    Antonio Arias
    Antonio Arias
    Partner DLA Piper (Argentina) [email protected] T +5411 4114 5500 View bio

Approval requirements for amending charter document

Argentina

Amendments to bylaws in all companies must be approved by shareholders or members' meeting and then filed for registration by the Public Registry.

Australia

Branch

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

Proprietary company

Any changes to a company's constitution must be made by a special resolution (ie, passed by shareholders holding at least 75% of the voting shares).

Public company

Any changes to a company's constitution must be made by a special resolution (ie, passed by shareholders holding at least 75% of the voting shares). For a public company, a copy of the resolution must be lodged with ASIC within 14 days after the special resolution is passed.

Austria

Stock corporation (AG)

Any amendment requires the consent of the majority of the shareholders' meeting, usually 75% of the votes cast.

Limited liability company (GmbH)

Any amendment requires the consent of the majority of the shareholders' meeting, usually 75% of the votes cast.

Bahrain

With Limited Liability (WLL)

Typically a resolution made in the general assembly of shareholders would be passed by the majority of shares represented in the meeting.

Closed Shareholding Company (BSC(c))

The approval requirements would be in accordance with that stated in the company’s articles of association.

Single Person Company (SPC) 

Typically a resolution from the sole shareholder must be passed in order to alter the company's articles of association.

Foreign Branch (Branch)

Not applicable for this jurisdiction.

Belgium

Public limited company (société anonyme/naamloze vennootschap)

First meeting: Attendees of the extraordinary shareholders' meeting need to represent at least half of the share capital and ¾ of the votes is needed if attendance quorum is not reached a second meeting will be held.

Second meeting: no attendance quorum but ¾ of the votes are needed. 

In case it concerns a change of the corporate object or its corporate purpose:

  • First meeting: attendees of the extraordinary shareholders' meeting need to represent at least half of the share capital (and, if applicable, half of the total amount of profit certificates) and 4/5 of the votes is needed if attendance quorum is not reached a second meeting will be held
  • Second meeting: no attendance quorum but 4/5 of the votes needed

Limited company (société à responsabilité limitée/besloten vennootschap)

Attendees of the extraordinary shareholders' meeting need to represent at least half of the total issued shares and ¾ of the votes is needed if attendance quorum is not reached a second meeting will be held.

Second meeting: no attendance quorum, but ¾ of the votes are needed. 

In case it concerns a change of the corporate object, its corporate purpose, its finality or the values: 

  • First meeting: attendees of the extraordinary shareholders' meeting need to represent at least half of the total issued shares and 4/5 of the votes is needed if the attendance quorum is not reached, a second meeting will be held
  • Second meeting: no attendance quorum but 4/5 of the votes needed

Belgian branch office of a foreign company

Any modification to for example the activities of the Belgian branch office will have to be adopted by the competent corporate body of the foreign company.

Brazil

Limited liability company (Sociedade Limitada)

Any amendment to the articles of organization depend on the approval of quotaholders representing, at least, 3/4 of the company's capital.

Corporation (Sociedade Anônima)

As a general rule, a majority of shareholders must formally approve, in a shareholders' meeting, any amendment to the bylaws.

Canada

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

Generally, two-thirds of shareholders must approve any amendment to the articles of incorporation at a meeting and all shareholders must approve any amendment if by resolution in writing. 

Chile

Except regarding certain regulated industries, no regulatory approval is required for amending charter documents.

China

For foreign-invested LLCs, amending charter document is subject to approval by (or recordal with, as applicable) the commerce authority and registration with AMR. Shareholder resolutions or board resolutions will be required for the applications.

Colombia

General partnership (Sociedad Colectiva)

Through an ordinary or extraordinary partnership board meeting with majority vote.

Limited partnership (Sociedad en Comandita Simple y por Acciones)

Through an ordinary or extraordinary partnership board meeting with the vote of all managing partners and the vote of a plural number of limited partners or share limited partners that represent at least half of the company's capital.

Limited liability company (Sociedad de Responsabilidad Limitada)

Through an ordinary or extraordinary partnership board meeting with a positive vote of at least 70% of the partners.

Corporation (Sociedad Anónima)

Through an ordinary or extraordinary shareholders general assembly meeting with majority vote.

Simplified stock company (Sociedad por Acciones Simplificada)

Through an ordinary or extraordinary shareholders general assembly meeting with majority vote.

Czech Republic

Limited liability company

The shareholders resolve on amendments. The resolution must have a majority of two-thirds of the votes of all shareholders. The resolution needs to be in the form of notarial deed.

Joint stock company

Shareholders resolve on amendments. The resolution must have a majority of two-thirds of  present shareholders' votes. The resolution needs to be in the form of notarial deed.

Denmark

This will therefore always be dependent on the type of business the company is conducting.

Egypt

Approval from GAFI and the FRA is required as applicable.

Finland

Osakeyhtiö (Oy)

Typically, a majority of two thirds of the votes cast as well as represented at the shareholders' meeting must formally approve any amendment of the articles of association. Some amendments, such as changes in the legal relationship between shares or restrictions on the right to transfer shares in the company, require approval by all of the shareholders affected.

France

Société par actions simplifiée (SAS)

The by-laws freely determine the quorum and majority criteria, it being specified that the amendments of some specific provisions of the bylaws such as ‎the exclusion of a shareholder must be adopted by an unanimous decision.

Société à responsabilité limitée (SARL)

For an extraordinary general meeting (mainly for any decisions which imply a change of the by-laws):

  • If the company is incorporated before August 4, 2005, the amendments to the bylaws shall be decided by the shareholders representing at least three-quarters of shares
  • If the company is incorporated after August 4, 2005, the amendments to the bylaws shall be decided by the shareholders representing at least two-thirds of shares

Société anonyme (SA)

For an extraordinary general meeting (mainly for any decisions which imply a change of the by-laws), the amendments to the by-laws shall be decided by the shareholders representing at least two thirds of the shares.

Germany

GmbH – limited liability company

The shareholders resolve on amendments. The resolution must have a majority of three-quarters of the votes cast. The articles of association can provide additional approval requirements. The resolution needs to be notarized.

Amended articles of association need to be filed with the commercial register.

Greece

Societe anonyme (S.A.)

Amendment to company's articles of association may be made according to provisions of local legislation and its articles of association. Depending on the topic, a decision of the board of directors or shareholders general meeting must be taken with a regular or increased majority of the votes and be registered with the General Commercial Registry.

Limited liability company (L.T.D.)

Partners meeting decisions are taken by absolute majority with the presence of more than half of the partners of the company representing 65% of total corporate parts (shares) of the company.

Private company (P.C.)

Partners meeting decisions are taken by absolute majority of total corporate shares of the company unless a special majority is provided by law or by company's articles of association.

Hong Kong

Limited private companies

Generally the Articles of Association can be amended by special resolution of shareholder.

Hungary

A shareholders'/quotaholders' meeting can approve (with a qualified majority of 3/4 of the votes) amendment of articles of association of the Zrt./Kft. Amended articles of association have to be submitted to the Court of Registry.

India

Private limited company

Both the board of directors and a majority of shareholders must formally approve any amendment to the charter documents.

Indonesia

Limited liability company

Amendments to the company's articles of association or data must either be approved by or reported to the MOLHR, depending on the item being amended. In addition, PMA companies may need to apply for approval from the OSS agency, BKPM or other government institutions to change certain company information such as their name, line of business or capital contributions.

Ireland

Private company limited by shares (LTD)

A special resolution of the shareholders (approval of shareholders holding at least 75% of the voting rights in the company) must be passed in order to alter the constitution of the company.

 

External company

Determined by the laws of the jurisdiction of incorporation.

Israel

Company

The shareholders must approve any amendment by such majority as determined in the articles of association (simple majority, if not otherwise determined).

Branch / representative office

Not applicable.

Italy

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

The By-laws and the Deed of Incorporation can be amended with a quotaholder's meeting to be held before the Notary Public.

Japan

Registered branch

Depends on the governing law of the foreign company.

Kabushiki-Kaisha (KK)

Special resolution of a shareholders meeting, which normally requires presence of a majority of shareholders and an approval of two thirds or more of votes.

Godo-Kaisha (GK)

All members' consent are needed.

Luxembourg

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

In principle, amendments to the articles of association of an S.à r.l. require a decision of the extraordinary shareholders' meeting (held in the presence of a Luxembourg notary), with shareholders representing 3/4 of the share capital of the company.

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

In principle, amendments to the articles of association of an S.A. require a decision of the extraordinary shareholders' meeting (held in the presence of a Luxembourg notary) where at least half of the share capital of the company is represented at the meeting with favourable votes of at least 2/3 of the votes cast.

Special limited partnership (Société en commandite spéciale or SCSp)

Unless otherwise provided in the limited partnership agreement, the approval of all partners is required to make amendments thereto.

Malaysia

Any amendment is passed by a majority of not less than 3/4 of the shareholders at a general meeting

Mexico

S.A. de C.V.

Through an extraordinary shareholders meeting.

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

Through an extraordinary partners meeting.

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

Through an extraordinary shareholders meeting.

Netherlands

Branch office

Determined by governing law of the head office.

B.V. (private company with limited liability)

Any amendment to the Articles of Association of a BV requires a resolution of the shareholders meeting (with a majority prescribed in the Articles) and execution of a deed of amendment before a civil-law notary in the Netherlands.

Co-operative U.A.

Any amendment to the Articles of Association of a Co-operative requires a resolution of the general meeting of members (with a majority prescribed in the Articles) and execution of a deed of amendment before a civil-law notary in the Netherlands.

C.V. (a limited partnership)

The partnership agreement usually provides that it can be amended by all partners jointly.

New Zealand

Limited liability company

Any changes to a company's constitution must be made by a special resolution (i.e., passed by shareholders holding at least 75% of the voting shares).

Branch

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

Norway

Private LLCs

Amending the articles of association requires at least two third majority of the votes and the share capital represented at the general meeting. Stricter requirements may be included in the articles of association.

Public LLCs

Amending the articles of association requires at least two third majority of the votes and the share capital represented at the general meeting. Stricter requirements may be included in the articles of association.

Partnerships with unlimited liability

A resolution by the partnership meeting to amend the partnership agreement has to unanimous unless otherwise has been agreed in the partnership agreement.

Philippines

Subsidiary

  • Amendment of articles of incorporation: majority vote of the board of directors and vote or written assent of stockholders representing at least 2/3 of the outstanding capital stock, unless a higher vote is required under the by-laws
  • Amendment of by-laws: majority vote of the board of directors and vote of stockholders representing at least a majority of the outstanding capital stock, unless a higher vote is required under the by-laws

In a partnership, it is governed by the articles of partnership.

Not applicable for branch offices, representative offices, regional/area headquarters or regional operating headquarters.

Poland

Corporations

A resolution of the shareholders' meeting (or general meeting in the latter cases) must be adopted.

Limited liability companies

A majority of two thirds is necessary to pass an amendment to the articles of association (unless it pertains to amending the subject of business activity, in which case a majority of three quarters applies).

Joint-stock companies

A majority of three quarters applies to any and all amendments to the statutes. Such resolutions must be executed in the form of a notarial deed and filed with the business register.

Limited joint-stock partnerships

Changes to statutes must be agreed to by all the general partners and exacted by means of a resolution of general meeting. Amendments to charter documents become effective once they are entered in the business register.

Partnerships

An amendment to the articles of association of a partnership requires the consent of all the partners (with respect to professional partnerships and general partnerships) or all the general partners (with respect to limited partnerships) expressed by means of a partner's resolution. Any changes must be recorded in the business register.

Branches

Branches and representative offices do not have separate charter documents.

Portugal

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

Not applicable for this jurisdiction.

Private limited liability company (LDA)

Quorum requirement to vote on the amendment of bylaws is 3/4 of the share capital.

Joint stock company (SA)

In shareholders meetings in first summons, the quorum requirement to amend bylaws is 2/3 of the issued votes. In second summons, as long as 1/2 of share capital is represented, the amendment may be taken up by the majority of the votes.

Puerto Rico

Corporations

If the corporation has capital stock, its board of directors shall adopt a resolution setting forth the proposed amendment, declaring its advisability and either calling a special meeting of the shareholders entitled to vote for the consideration of such amendment or directing the proposed amendment be considered at the next annual meeting of the shareholders.

If the corporation has no capital stock, the governing body shall adopt a resolution setting forth the proposed amendment and declaring its advisability. If a majority of all the members of the governing body votes in favor of such amendment, a certificate thereof shall be executed, acknowledged and filed.

Limited Liability Companies

Generally, any approval requirements are set forth in the LLC's operating agreement.

Romania

Joint stock company (JSC)

Amendment of the articles of association is subject to approval by the extraordinary shareholders' meeting.

Limited liability company (LLC)

Amendment of the articles of association is subject to approval by the shareholders' meeting.

Russia

Joint-stock company (public and non-public)

Generally, a decision has to be taken by the general shareholders' meeting (¾ majority vote), except for the cases provided for in the law and in the charter.

Limited liability company

By the general members' meeting of (generally ⅔ majority vote), except for the cases provided for in the law and in the charter

Saudi Arabia

Limited liability company

Amendments have to be approved by a majority of shareholders representing at least 3/4 of the capital. However, amending the company's nationality and increasing shareholders financial obligations need a unanimous vote from all shareholders.

Singapore

Limited liability company

A special resolution is required to be passed (being a resolution passed with not less than 75% of members present and voting and entitled to vote) for amending the Constitution of the company.

South Africa

Private and public companies

A company's MOI may be amended in compliance with a court order or if a special resolution to amend to MOI has been proposed by the board or shareholders. This will also depend on what is prescribed by the company's MOI regarding amendments.

External company

Not applicable for this jurisdiction.

South Korea

Joint-stock company (Jusik Hoesa)

Amendment of articles of incorporation requires a special resolution of the general meeting of shareholders (see Quorum requirements for shareholder and moard meetings for quorum requirements for a special resolution).

Limited company (Yuhan Hoesa)

Amendment of articles of incorporation requires a special resolution of the general meeting of members (see Quorum requirements for shareholder and moard meetings for quorum requirements for a special resolution).

Spain

Branch (Sucursal)

Generally shareholders of a principal company must formally approve any amendment to bylaws. A branch does not have separate bylaws.

Limited liability company (Sociedad Limitada)

Generally the shareholders must formally approve any amendment to bylaws.

Joint-stock company (Sociedad Anónima)

Generally the shareholders must formally approve any amendment to bylaws.

Sweden

Limited company (Sw. aktiebolag, AB)

Typically, a majority of two thirds of the votes cast as well as represented at the shareholders' meeting must formally approve any amendment of the articles of association. Some amendments require approval by all shareholders present at the general meeting where they together represent not less than nine-tenths of all shares in the company.

Trading partnership (Sw. handelsbolag, HB)

Typically, all partners must agree to change the written agreement.

Limited partnership (Sw. kommanditbolag, KB)

Typically, all partners must agree to change the written agreement.

Branch office (Sw. filial, Branch)

Not applicable for this jurisdiction.

Switzerland

Stock corporation

Generally the shareholders' meeting must formally approve a resolution to any amendment to the articles of incorporation.

Taiwan

Company limited by shares

Any amendment to the company's articles of incorporation generally requires shareholders' meeting approvals.

Closely-held company limited by shares

Any amendment to the CHC's articles of incorporation generally requires shareholders' meeting approvals.

Limited company

Any amendment to the company's articles of incorporation requires approval of all members.

Branch office of a foreign company

Not applicable for this jurisdiction.

Thailand

Private limited company

A shareholders' resolution to amend the charter document and filing of application with supporting documents for such amendment to the DBD are required. 

Public limited company

A shareholders' resolution to amend the charter document and filing of application with supporting documents for such amendment to the DBD are required. 

Partnerships

Not applicable for this jurisdiction.

Turkey

No government authority approval requirement, apart from certain industries (banking, insurance, etc.).

United Arab Emirates

LLC

Approval of partners representing three quarters of the capital required to amend the company memorandum, unless the company memorandum provides for an additional numerical majority of partners. In practice, unanimous approval of the partners is required by the DED.

Branch

Not applicable for this jurisdiction.

FZ-LLC

Special resolution (majority of not less than three-fourths of the shareholders entitled to vote) required to amend the provisions of the memorandum and articles of association of the FZ-LLC of the company but such amendment shall only take effect when accepted for registration by the relevant free zone.

FZ-Branch

Not applicable for this jurisdiction.

Dual Licence Branch

Not applicable for this jurisdiction.

United Kingdom

Private limited company

Articles of association may be amended with the approval of shareholders holding at least 75% of the voting rights of the company.

Limited liability partnership (LLP)

Requirements as per LLP Agreement.

Registered UK establishment

Not applicable for this jurisdiction.

United States

Generally, a majority of shareholders must approve any amendment to the charter at a meeting or in writing. The threshold for shareholder approval may be set at a higher percentage in the charter.

Vietnam

Amendment of charter requires approval of GSM (in the case of JSC), or MC (in the case of 2M-LLC), or MC or owner (in the case of 1M-LLC).