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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

Licenses required to conduct business in jurisdiction

Argentina

Not applicable for this jurisdiction.

Australia

Branch

Apart from the usual tax registrations applicable to all trading companies, namely:

  • An Australian Business Number (ABN)
  • An Australian Tax File Number (TFN), and
  • GST registration

There are no general registrations, licenses or permits that are required to conduct business in Australia.

Proprietary company

Apart from the usual tax registrations applicable to all trading companies, namely:

  • An ABN
  • A TFN and
  • GST registration

There are no general registrations, licenses or permits that are required to establish a company or conduct business in Australia.

Public company

Apart from the usual tax registrations applicable to all trading companies, namely:

  • An ABN
  • A TFN and
  • GST registration

There are no general registrations, licenses or permits that are required to establish a company or conduct business in Australia.

Austria

Stock corporation (AG) and Limited liability company (GmbH)

For doing business, a business license is required. It depends on the kind of business to be run which specific license must be obtained. It can be obtained after registration of the company with the companies register.

Depending on the type of business - free (eg, trade of simple goods), regulated (eg, crafts) or sensible (eg, production of explosives) - and the trader (individual or company), the requirements for registering a business vary. Stock corporations and limited liability companies have to appoint a managing director under trade law, ie, an individual who fulfills the respective requirements for a certain kind of business.

Bahrain

With Limited Liability (WLL)

License required from the Ministry of Industry, Commerce and Tourism (MOICT). Additional approvals may be required from other competent authorities depending on the nature of activities.

Closed Shareholding Company (BSC(c))

License required from the MOICT. Additional approvals may be required from other competent authorities depending on the nature of the business activities.

Single Person Company (SPC)

License required from the MOICT. Additional approvals may be required from other competent authorities depending on the nature of the business activities.

Foreign Branch (Branch)

License required from the MOICT. Additional approvals may be required from other competent authorities depending on the nature of the business activities.

Belgium

Public limited company (société anonyme/naamloze vennootschap)

In principle not required, unless for very specific sectors such as banking, insurance, gambling.

Limited company (société à responsabilité limitée/besloten vennootschap)

In principle not required, unless for very specific sectors such as banking, insurance, gambling.

Belgian branch office of a foreign company

In principle not required, unless for very specific sectors such as banking, insurance, gambling.

Brazil

Limited liability company (Sociedade Limitada)

After the registration of the articles of organization with the commercial registry, the enrollment with the federal tax authorities, and the Central Bank of Brazil (in case of non-resident quotaholders), the company must also register with Caixa Econômica Federal (an official bank) and the National Social Security Institute – INSS. Subsequently, the company may need to register with municipal and/or state authorities, and other licenses may be required depending on its activities.

Corporation (Sociedade Anônima)

After the registration of the incorporation document with the commercial registry, the enrollment with the federal tax authorities, and the Central Bank of Brazil (in case of non-resident shareholders), the corporation must also register with Caixa Econômica Federal (an official bank) and the National Social Security Institute – INSS. Subsequently, the corporation may need to register with municipal and/or state authorities, and other licenses may be required depending on its activities.

Canada

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

Typically the only license required would be an extra-provincial or extra-territorial license imposed by each province or territory in which the corporation carries on business. Licenses might be required in certain specific regulated industries.

Chile

Only required for certain industries (ie, banking, insurance, telecom, utilities).

China

Typically the only license required would be a business license. Depending on the underlying business and operation, certain special license may be required.

Colombia

Only for certain corporate purposes.

Czech Republic

It depends on the kind of business to be run. Before starting their business operations, business operators must obtain necessary trade licences from trade licensing office (živnostensky úřad). Basic is a free trade licence with certain subcategories, obtained upon notification to the office. In some sectors, qualified trade or other business licenses are necessary (eg, pharmacies, property developers, estate agents, brokers, security firms, pubs and hotels, and banks).

Denmark

Limited liability company (Kapitalselskab)

In general, there are no licenses required to conduct business in Denmark.

However, some professions and activities require that you apply for a permit, license, obtain an admission or an authorization eg, banking business, food businesses, gambling providers, lawyers and auditors.

Egypt

Corporations

Egyptian Law may provide for certain types of activities which require licenses, such as importation of goods for trade purposes, tourism and operating in Sinai.

LLC

LLC companies cannot engage in:

  • Banking activities
  • Deposit taking
  • Insurance business
  • Investment funds of third parties
  • Savings
  • Any other activity restricted by virtue of the provisions of law

OPC

OPC companies cannot engage in:

  • Banking
  • Deposit taking
  • Insurance business
  • Investment funds of third parties
  • Savings
  • Incorporation of an OPC

  • Public subscription (whether upon its incorporation or increasing its capital)

  • Division of the company's capital into exchangeable shares

  • Borrow by issuing tradable securities

Branch

A branch must be formed for the purpose of conducting specific public or private sector agreements in Egypt. Only certain types of activities require license, such as construction and building.

RO

An RO may not conduct commercial activities or execute agreements with third parties on behalf of a foreign company and can only conduct studying activities such as studying the feasibility of production or carry out market surveys.

Finland

Osakeyhtiö (Oy)

Typically none. Specific licenses may be required for certain types of business.

France

Société par actions simplifiée (SAS)

The exercise of certain businesses is subject to administrative authorization or prior approval (eg, chartered accountant, removal firm, goods traffic, etc).

Société à responsabilité limitée (SARL)

The exercise of certain businesses is subject to administrative authorization or prior approval (eg, chartered accountant, removal firm, goods traffic, etc).

Société anonyme (SA)

The exercise of certain businesses is subject to administrative authorization or prior approval (eg, chartered accountant, removal firm and goods traffic).

Germany

GmbH – limited liability company

Before starting their business operations, all business operators must inform the trade office (Gewerbe/Ordnungsamt) of the town or local district in which the business operation is located. In some additional sectors, business licenses are necessary (eg, pharmacies, property developers, real estate agents, brokers, security firms, pubs and hotels, and banks).

Greece

Not applicable for this jurisdiction.

Hong Kong

Limited private companies

Generally no license required except business registration with the IRD. Certain businesses require special licenses (eg, telecommunications).

Hungary

There is no general business license requirement, but some business activities (typically financial services, but also certain forms of industrial, energy, public utility, etc. activities) may only be conducted with a regulatory license.

India

Private limited company

In addition to incorporation, an entity needs to obtain registration under the Shops and Establishment Act, Permanent Account Number (PAN) and Tax Identification Number (TAN) under Income Tax, Profession Tax under Labor law, Goods & Services Tax (GST), Importer Exporter Code (IEC) for enabling import and export, Provident Fund, if number of employees exceed a threshold, and Employees State Insurance (ESI), if salary of employees is below a threshold.

Indonesia

Limited liability company

Limited liability companies require approval from the MOLHR for their deed of establishment (which contains their articles of association). PMA companies are also required obtain a business license from the OSS agency, BKPM or other government institutions. General company licenses and documents like a letter of domicile, tax registration number and company registration certificate are required. Certain other permits, licenses and/or approvals from relevant national or local government authorities may also be required depending on the company's location and line(s) of business. In 2018, an integrated online system was launched by the government to support the issuance of licenses and permits. However, consultation may be required to make sure the issuance of the required licenses or permits is approved.

Ireland

Private company limited by shares (LTD)

No general business license is required but an authorization or permit may be required to conduct certain activities in specific industries.

 

External company

No general business license is required but an authorization or permit may be required to conduct certain activities in specific industries.

Israel

Company

Typically the only license required, if required, would be a business license issued by the municipality in which the company’s facility is located. However, the requirement of a business license, as well as other licenses and permits, is dependent on the type of business conducted by the company.

Branch / representative office

Typically the only license required, if required, would be a business license issued by the municipality in which the company’s facility is located. However, the requirement of a business license, as well as other licenses and permits, is dependent on the type of business conducted by the company.

Italy

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

Depends on the specific business of the corporation.

Japan

Registered branch

Registration with the Legal Affairs Bureau is required to conduct continuous business. If the registered branch intends to operate a specific business which requires a license under the Japanese law, such license needs to be obtained before commencing such business.

Kabushiki-Kaisha (KK)

If the KK intends to operate a specific business which requires a license under the Japanese law, such license needs to be obtained before commencing such business.

Godo-Kaisha (GK)

If the GK intends to operate a specific business which requires a license under the Japanese law, such license needs to be obtained before commencing such business.

Luxembourg

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

Business permits may be required depending upon the professional activities to be carried out. Holding companies are typically exempted from such requirement. 

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

Business permits may be required depending upon the professional activities to be carried out. Holding companies are typically exempted from such requirement. 

Special limited partnership (Société en commandite spéciale or SCSp)

Business permits may be required depending upon the professional activities to be carried out. Holding companies are typically exempted from such requirement. SCSp are not typically used to conduct commercial activities.

Malaysia

Relevant licenses are required to conduct business depending on the nature of business.

Mexico

S.A. de C.V.

Only for certain corporate purposes.

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

Only for certain corporate purposes.

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

Only for certain corporate purposes.

Netherlands

Branch office

Generally, no license is required to do business in the Netherlands, except for certain sectors, such as banking and insurance.

B.V. (private company with limited liability)

Generally, no license is required to do business in the Netherlands, except for certain sectors, such as banking and insurance.

Co-operative U.A.

Generally, no license is required to do business in the Netherlands, except for certain sectors, such as banking and insurance.

C.V. (a limited partnership)

Generally, no license is required to do business in the Netherlands, except for certain sectors, such as banking and insurance.

New Zealand

Limited liability company

There are no general registrations, licenses or permits that are required to establish a company or conduct business in New Zealand.

Branch

There are no general registrations, licenses or permits that are required to conduct business in New Zealand.

Norway

As a general rule not applicable, but may be required for certain industries.

Philippines

Subsidiary

Certificate of Incorporation issued by the SEC, registration/permits/licenses issued by the BIR, local government unit and other government agencies, as applicable. 

Partnership

Certificate of registration issued by the SEC, registration/permits/licenses issued by the BIR, local government unit and other government agencies, as applicable.

All other entity types

License to Transact Business in the Philippines issued by the SEC, registration/permits/licenses issued by the BIR, local government unit and other government agencies, as applicable.

Poland

Licenses or concessions are mandatory for certain types of business activity, irrespective of the organizational form of the entity undertaking it, such as:

  • Prospecting and exploring of hydrocarbon and solid mineral deposits covered by mining ownership
  • Prospecting or exploring of an underground carbon dioxide storage complex
  • Extracting minerals from deposits
  • Storing substances underground without the use of tanks
  • Depositing waste in underground landfills
  • Storing carbon dioxide underground
  • Manufacturing and trading in explosives, arms and ammunition, and products and technology for military or police purposes
  • Manufacturing, processing, storing or reloading, transmitting, distributing and trading in fuel and energy
  • Protecting persons and property
  • Broadcasting radio and television programs, excluding programs broadcasted exclusively in a data transmission system which are not broadcasted either through air, satellite or cable networks
  • Carrying air passengers/freight
  • Operating a gambling casino

Other types of business activity may require registration with, notification to, or obtaining the consent of a given authority before commencing operations.

Portugal

A license may be required depending on the business of a company.

Puerto Rico

Corporations and Limited Liability Companies

Federal Employer Identification Number

Entities in Puerto Rico are identified through a taxpayer ID known as the Employer Identification Number (EIN), which is issued by the US Internal Revenue Service (IRS). Unlike other jurisdictions, the local Treasury does not issue a separate identification number. The EIN may be obtained by applying online through the IRS website or by mailing in or facing Form SS-4 to the IRS. If requested online or by fax, the unique number is assigned immediately upon request.

Employer Account Number in Puerto Rico

Once the EIN is assigned, entities operating in Puerto Rico are required to notify the Puerto Rico Treasury Department. This notice allows the Puerto Rico Treasury Department to open a local taxpayer account. The notice filing is accomplished through the filing of Form SC 4809 which requires copy of the Certificate of Incorporation (or equivalent) and copy of the EIN confirmation letter.

Classification Election for Tax Treatment

Unlike other entities, LLCs may elect to be treated as corporations or partnerships under Puerto Rico tax laws. This election is accomplished through the filing of Form SC 6045, with the Puerto Rico Treasury Department through taxable years 2018. Beginning with taxable year 2019 (January 1 to December 31 for calendar-year taxpayers), LLCs must elect to be treated as partnerships on its Puerto Rico income tax return on or before the due date for the return, including extensions. Although a Puerto Rico LLC is automatically treated as a foreign corporation for US federal income tax purposes, it may elect to be treated as a partnership or disregarded entity for US federal income tax purposes, as applicable. This election is accomplished through the filing of Form 8832 with the IRS.

SURI Platform

Since October 2016, the Puerto Rico Treasury Department has implemented an integrated online platform to facilitate matters related to the collection and payment of sales and use tax, excise taxes, and certain income tax information reporting and withholding. Registration with the SURI platform is mandatory for entities that are operating in Puerto Rico.

Virtual Collection Center

The Virtual Collection Center is an online platform established by the Puerto Rico Treasury Department which allows for the procurement of certain income tax certifications, as well as online payment of any outstanding income tax balances and filing of income tax returns and extensions. Although registration with the Virtual Collection Office is not mandatory, it is encouraged in order to facilitate carrying out operations in Puerto Rico.

Merchant's Registry Certificate

A business that intends to operate in Puerto Rico will be considered a "merchant" (subject to certain exceptions) and will be required to register with the Puerto Rico Treasury Department  as a merchant through the SURI platform. Upon registration, the Puerto Rico Treasury Department will issue a Merchant's Registry Certificate which will designate the merchant as one required to withhold sales and use tax, or one exempt from making such withholding. The Merchant's Registry Certificate may also designate the business as an exhibitor, or temporary business, as applicable. When opening bank accounts and in the ordinary course of business, the Merchant's Registry Certificate will often be required. In fact, it should be visibly displayed at the premises in Puerto Rico and failure to do so could result in fines.

Sales and Use Tax

The sale of taxable items and services in Puerto Rico is subject to an 11.5% sales and use tax (SUT). In addition, since October 2015, transactions between two merchants (business-to-business transactions) ceased to be tax exempt and became subject to a 4% SUT. Moreover, there is a 10.5% use tax upon importation of taxable items in Puerto Rico, payable by the importer of record. Effective August 1, 2017, merchants that import tangible property into Puerto Rico are required to report and remit the 1% municipal SUT to the Puerto Rico Treasury Department. No additional import declaration will be required for purposes of the municipal SUT.

There are certain transactions which continue to be exempt from sales and use tax, the most common being sales to Puerto Rico government entities. However, all exempt transactions must be documented by a Certificate of Exempt Purchases, which is a form filled out by the seller and the purchaser of the taxable items, identifying the applicable exemption.

Waiver Certificate for Entities Rendering Services

Generally, payments made in the conduct of a trade or business or for the production of income in excess of US$500 to another person (natural or judicial) for services performed within Puerto Rico are subject to a 10% withholding tax payable to the Puerto Rico Treasury Department, unless the service provider potentially subject to the withholding has a waiver in place. As a general rule, legal entities that have been in operation for less than 3 years may obtain a waiver this withholding. The waiver is obtained through the filing of a sworn statement with the Puerto Rico Treasury Department and is generally issued immediately.

Municipal License Tax

Each of the 78 municipalities in Puerto Rico is entitled to levy and collect a 0.5% tax on the gross receipts of a company carrying business within the municipality. Financial businesses are instead subject to a 1.5% tax on gross receipts. The tax is known as the municipal license tax (or "patente municipal," in Spanish). As a result, companies are required to register when commencing operations within the applicable municipality. Traditionally, registration with the municipality is usually tied to occupying physical space, but this is not always the case. As technology advances and allows companies to conduct business remotely, municipalities are still enforcing registration in order to collect the municipal license tax. There are various tax incentives which eliminate or significantly reduce the impact of the municipal license tax.

Real and Personal Property Taxes

Both real and personal property in Puerto Rico are subject to taxation, unless there is an exception or special amnesty in place. Although registration with the Municipal Revenue Collection Center (CRIM for its Spanish acronym) is not mandatory in order to commence operations, it will often be required when registering with the municipality in order to demonstrate that the company does not owe any personal or real property taxes.

Romania

Various permits may be required depending on the specificities of activities to be performed by the company.

Russia

Joint-stock company (public and non-public)

Only certain types of activities require license.

Limited liability company

Only certain types of activities require license.

Saudi Arabia

Limited liability company

Foreign companies or companies with foreign shareholders must obtain a license from SAGIA. Certain types of activities require specific licensing from the relevant government departments. For example, pharmaceutical companies require a license from the Saudi Food and Drug Association.

Singapore

Limited liability company

Licenses are required for certain specified groups, which include banking, insurance, financial services, consumer credit related services and employment and maid agencies.

South Africa

Most licenses are industry specific rather than company structure specific.

A company conducting certain business activities in South Africa (for example construction, electronic communications, energy, financial services, mining, real estate and activities impacting environment) may require licenses or other forms of authorization.

Industry specific laws and regulations apply to companies operating within certain industries for example the Banks Act and Financial Advisory and Intermediary Services Act.

South Korea

Joint-stock company (Jusik Hoesa)

No license is required for incorporation; however, specific license or registration may be required to conduct business in particular business sectors. The types of business license or required registration will depend on the nature and actual features of the intended businesses.

Limited company (Yuhan Hoesa)

No license is required for incorporation; however, specific license or registration may be required to conduct business in particular business sectors. The types of business license or required registration will depend on the nature and actual features of the intended businesses.

Spain

This will depend on the type of business carried out. Typically, there will be an activity license in addition to regional and local licenses.

Sweden

Typically none. Specific licenses may be required for certain types of business.

Switzerland

Stock corporation

In general no license requirements except for specific sectors such as for example banking and insurance.

Taiwan

Company limited by shares

Special licenses/permits are required for certain business activities (eg, banking, securities, telecommunications and manufacturing). Aside from this, the company may carry on its business after completion of the incorporation process and business registration.

Closely-held company limited by shares

Special licenses/permits are required for certain business activities.

Limited company

Special licenses/permits are required for certain business activities.

Branch office of a foreign company

Special licenses/permits are required for certain business activities.

Thailand

May be required if the entity is wholly/majority owned by foreigners or its business is restricted and governed by certain specific laws.

Unless a foreign business license or a foreign business certificate is obtained, a foreigner is prohibited from conducting restricted businesses prescribed under the Foreign Business Act.

Turkey

All businesses, regardless of the industry, are required to obtain an Establishment and Operation of Workplace License before commencement of their operations. Additional licenses may be required for certain industries (banking, insurance, etc.).

United Arab Emirates

LLC

License required from the DED. Additional approvals may be required from other competent authorities depending on the nature of activities.

Branch

Same as LLC.

FZ-LLC

License required to carry on a business in the relevant free zone. Additional approvals may be required from other competent authorities depending on the nature of activities.

FZ-Branch

Same as LLC.

Dual Licence Branch

Same as Branch.

United Kingdom

Private limited company

No general business license required. Particular licenses or permits may be necessary to conduct certain activities in specific industries.

Limited liability partnership (LLP)

No general business license required. Particular licenses or permits may be necessary to conduct certain activities in specific industries.

Registered UK establishment

Not applicable for this jurisdiction.

United States

Typically a company will need to be registered to conduct business in each state with which it conduct business, outside of the state in which the company is organized. Licenses might be required in certain specific regulated industries.

Vietnam

Specific licenses or registrations may be required to conduct business in particular business sectors. The types of business license or required registration will depend on the nature and actual features of the intended businesses.