Corporation (Sociedad Anónima or SA)

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

Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

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

Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

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

Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

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

Branch

A foreign company has full legal responsibility for the actions of the Australian branch and can sue and be sued in Australia. A local agent may also be personally liable for penalties imposed on the foreign company for contraventions of the Corporations Act.

Proprietary company

A company's shareholders' liability is generally limited to the extent of their initial investment, and the amount, if any, of the issue price of their shares which is unpaid.

Public company

A company's shareholders' liability is generally limited to the extent of their initial investment, and the amount, if any, of the issue price of their shares which is unpaid.

Limited Liability Company, Flexible Company and Stock Corporation

Generally no personal liability of the shareholders (except for payment of minimum share contributions).

General Partnership and Limited Partnership

Partners of an OG are fully liable for its debts and liabilities with their entire assets.

Partners of a KG include 1 or more general partners who have unlimited joint and several liability for all debts of the KG and 1 or more limited partners with restricted liability for its debts to a certain amount.

With Limited Liability (WLL)

A shareholder's liability is limited to the extent of their capital in the company.

Closed Shareholding Company (BSC(c))

A shareholder's liability is limited to the extent of their capital in the company.

Foreign Branch (Branch)

A parent company would bear all the liabilities of the branch office and operations in Bahrain.

Public limited company (société anonyme/naamloze vennootschap)

Limited liability of the shareholders – shareholders of a public limited company are in principle not liable for the debts of a public limited company aside from their financial contribution to the public limited company (with the exception of the incorporators' liability during the first 3 years in case of a misrepresentation of the financial plan).

Limited company (société à responsabilité limitée/besloten vennootschap)

Limited liability of the shareholders – shareholders of a limited company are in principle not liable for the debts of a limited company aside from their financial contribution to the limited company (with the exception of the incorporators' liability during the first 3 years in case of a misrepresentation of the financial plan).

Belgian branch office of a foreign company

The foreign company shall be liable for all the obligations entered into by the legal representative on behalf of the Belgian branch office.

Limited liability company (Sociedade Limitada)

As a general rule, a quotaholder is not liable for the company's obligation, but solely for the payment in full of the quotas subscribed by them. However, in the event of the company's bankruptcy, each quotaholder is liable, jointly and severally with the others, for payment in full of the company's capital not yet paid in.

Once all the quotas have been fully paid in, the quotaholders will have no further liability, except for certain cases of violation of law and of the articles of association, in which case the company's legal personality may be disregarded (ie, piercing the corporate veil).

The managers of the company are not liable for obligations assumed on behalf of the company, unless they exceed their powers or violate the law or the articles of association.

Corporation (Sociedade Anônima)

As a general rule, a shareholder is not liable for the corporation's obligations, but solely for the payment in full of the subscribed shares.

Once all the shares have been fully paid in, the shareholders will have no further liability, except for certain cases of violation of law or of the bylaws, in which case the corporation's legal personality can be disregarded (ie, piercing the corporate veil).

The managers of the corporation are not liable for obligations assumed on behalf of the corporation, unless they exceed their powers or violate the law or the bylaws.

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

Shareholders of a corporation are generally not liable for the debts or obligations of the corporation.

Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

The liability of the partners of an SRL is limited to the amount of their contributions or to the higher amount established in the bylaws.

Corporation (Sociedad Anónima or S.A.)

The liability of shareholders is limited to the amount of their contributions to capital.

Simplified Corporation (Sociedades por Acciones or SpA)

The liability of shareholders is limited to the amount of their contributions to capital.

Branch of a Foreign Legal Entity (Agencia)

The parent company is liable for the actions of the branch in Chile.

In a statement made by the agent, it must be declared, for example, that goods of the company are affected by Chilean law and that the company shall keep easy-to-sell goods in Chile to comply with its obligations.

Shareholders of an LLC are generally not liable for the debts of a company aside from their capital contribution to the company.

General partnership (Sociedad Colectiva)

Partners of a general partnership have subsidiary personal liability for the debts of the company, aside from their contribution to the partnership.

Limited partnership (Sociedad en Comandita Simple y por Acciones)

Managing partners have personal liability and limited partners have limited liability.

Limited liability partnership (Sociedad de Responsabilidad Limitada)

Limited liability to the amount of the partners’ contributions, except in the following situations: (i) when the bylaws stipule a greater responsibility for all or some partners; (ii) some tax obligations; (iii) labor liabilities; (iv) when the capital has not been fully paid, partners are jointly liable; (v) jointly liability for the value attributed to contribution in kinds. Partners have limited liability. Taxation and labor obligations exceptions exist under the laws.

Corporation (Sociedad Anónima)

Limited liability to the amount of the shareholders’ contributions, except in the following situations: (i) liability for outstanding obligations of the affiliate when the bankruptcy has been produced due to or as a result of the actions of the parent company; (ii) subsidiary liability in compulsory liquidation proceedings when it has been proven that shareholder utilized the company to defraud creditors

Simplified stock company (Sociedad por Acciones Simplificada)

Limited liability to the amount of the shareholders’ contributions unless they utilize the company to break the law or defraud 3rd parties. 

Limited liability company

Shareholders of a limited liability company are generally not liable for the debts of a company if the sum of their contributions to the registered capital have been fully paid up.

Joint stock company

Shareholders of a stock corporation are generally not liable for the debts of a corporation aside from their financial contribution to the corporation.

Limited liability company (Kapitalselskab)

The owners of the company (the shareholders) are not personally liable for the acts and/or omissions of the limited liability company.

The liability of the shareholders is generally limited to their capital investment in the company (ie, the amount the shareholder has paid for its shares).

The only express authority for holding a shareholder liable is a provision in the Danish Companies Act whereby a shareholder is liable for damages suffered by the company, other shareholders or 3rd parties if the shareholder intentionally or negligently has caused damage to the company and/or the shareholders.

JSC

Liability of JSC's shareholders remains limited to the value of their shares in a company, and they are generally not liable for the debts of a JSC.

LLC

Quotaholders are generally not liable for the debts of an LLC aside from their individual contributions.

OPC

Founder is generally not liable for the debts of an OPC aside from their contribution to an OPC, unless:

• Founder liquidates or suspends company's activity in bad faith prior to the end of its term or purpose
• Founder enters into agreements under company's name prior to incorporation, where such agreements were not essential for incorporation or
• Personal and company funds of the founder were comingled.

Branch

A foreign-based company is generally liable for the debts and other financial dues on a branch.

RO

The parent company is generally liable for the debts of the RO noting that the RO must not engage in any type of taxable commercial activities to avoid immediate termination of its registration.

Osakeyhtiö (Oy)

Shareholders of a company are generally not liable for the debts of a company aside from their financial contribution to the company.

Société par actions simplifiée (SAS)

Shareholders of a SAS are generally not liable for the debts of a corporation aside from their financial contribution to the SAS.

Société à responsabilité limitée (SARL)

Shareholders of a SARL are generally not liable for the debts of a corporation aside from their financial contribution to the SARL.

Société anonyme (SA)

Shareholders of a SA are generally not liable for the debts of a corporation aside from their financial contribution to the SA.

GmbH – limited liability company

Shareholders are not liable to creditors if the share contribution has been paid  unless in exceptional cases of an intervention which destroyed the very existence of the company (existenzvernichtender Eingriff) or similar circumstances.

Societe anonyme (S.A.)

Shareholders

Shareholders of a societe anonyme are generally not liable for the debts of the company.

Company is solely liable for its debts with its assets.

Shareholders would be directly liable for the debts of the societe anonyme in case they misuse the company for the purpose of evading their personal liability (lifting of the corporate veil).

Members of the Board of Directors (the “BoD”)

The Directors are liable towards the company for any fault committed by them during the management of the company's affairs.

The BoD actions and resolutions should be directed to the best interests of the company and its stakeholders.

Every Director shall be particularly liable for any omissions or untrue statements in the balance sheets concealing the true position of the company.

The Directors of a societe anonyme may be jointly and severally liable with the company for any tort committed.

The company is entitled to claim compensation if its BoD members engage in actions falling under the objectives of the company without the permission of the GM or relevant authorization granted in the articles of Association of the Company.

The Directors and the executive officers of a societe anonyme may be jointly and severally liable with the company for any overdue tax payment levied upon the legal person of the company.

Furthermore, the Directors are directly liable in accordance with the provisions of the Greek Bankruptcy Code.

Limited liability company (L.L.C.)

Partners are only liable for their corporate obligations through the company's assets. Partners in principle have no personal liability whatsoever regarding the company's affairs, obligations, responsibilities and liability towards 3rd parties or towards the authorities.

However, the administrator(s) of a limited liability company may be jointly and severally liable with the company for any overdue tax payment levied upon the legal person of the company.

Private company (P.C.)

Partners are only liable for their corporate obligations through the company's assets. Partners in principle have no personal liability whatsoever regarding the company's affairs, obligations, responsibilities and liability towards 3rd parties or towards the authorities.

However, the administrator(s) of a private company may be jointly and severally liable with the company for any overdue tax payment levied upon the legal person of the company.

Limited private companies

Shareholders of a corporation are generally not liable for the debts of a corporation aside from their financial contribution to the corporation.

Private company limited by shares (Zrt.)

Shareholders of a Zrt. are generally not liable for its debts, liability of shareholders is limited to their respective share capital contributions. However, in extreme cases, such as in the case of insolvency, shareholders may be held liable if it is proven that they have “abused limited liability”.

Limited liability company (Kft.)

Quotaholders are generally not liable for the debts of a Kft., liability of quotaholders is limited to their capital contributions. However, in extreme cases, such as in the case of insolvency, shareholders may be held liable if it is proven that they have “abused limited liability”.

Private limited company

Private limited companies provide limited liability to its shareholders, and the shareholders have no personal liability beyond the amount they originally paid for their shares.

Limited liability company

Subject to limited exceptions as stipulated under the Indonesian Company Law, the shareholders are not liable for the debts of the company beyond their financial contributions to the company.  However, the Indonesian Company Law also recognizes the legal principle of lifting the company’s liability, which causes the shareholders to be personally liable for the company’s liability (piercing the corporate veil principle) – for example, when there is bad faith among the shareholders and ignorance of the formal incorporation procedure. The shareholder may also be held liable when proven to have taken part in a tortious act by the company.

Private company limited by shares (LTD)

The liability of shareholders is limited to the amount, if any, unpaid on the shares issued by the company.

External company

Determined by the laws of the jurisdiction of incorporation.

Company

Shareholders of a company are generally not liable for the debts of a company aside from their financial contribution to the company.

Branch / representative office

Same as the original entity.

Società a responsabilità limitata (S.r.l.)

Quota-holders of a corporation are generally not liable for the debts of the corporation. According to Italian law, their liability is limited to their contributions. The quota-holders are jointly liable with the directors in case they have intentionally decided or authorized the performance of harmful activities on the company, the quota-holders or 3rd parties.

Società per azioni (S.p.A.)

No personal liability of the shareholders.

The different allocation of the corporate rights to shareholders is not allowed.

Registered branch

A registered branch is considered as a part of its foreign company, which will be liable for any activities or debts of the registered branch.

Kabushiki-Kaisha (KK)

Liability of shareholders is limited to the amount of equity participation.

Godo-Kaisha (GK)

Liability of members is limited to the amount of equity participation.

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

Shareholders of the company are generally not liable for the debts of the company, aside from their financial contribution to the capital of the company.

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

Shareholders of the company are generally not liable for the debts of the company, aside from their financial contribution to the capital of the company.

Special limited partnership (Société en commandite spéciale or SCSp)

General partner(s) (associés commandités) are jointly and severally liable for the partnership's commitments, and the limited partner(s) (associés commanditaires) are normally not liable beyond their commitment.

Shareholders of a private limited company are generally not liable for the debts of the company, aside from their financial contribution to the company.

In a company limited by shares, the liability of its shareholders is limited by its constitution to any amount unpaid on the shares respectively held by the shareholder.

In a company limited by guarantee, the liability of its members is limited by its constitution to such amount as the members may respectively undertake to contribute to the assets of the company in the event of its being wound up.

In an unlimited company, there is no limit placed on the liability of its shareholders.

S.A. de C.V.

Shareholders of a corporation are generally not liable for the debts of a corporation aside from their financial contribution to the corporation.

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

Partners of a company are generally not liable for the debts of a company aside from their financial contribution to the company.

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

Shareholders of a corporation are generally not liable for the debts of a corporation aside from their financial contribution to the corporation.

Branch office

Determined by governing law of the head office.

B.V. (private company with limited liability)

Shareholders of a BV are generally not liable for the debts of a BV aside from their financial contribution to the BV.

Co-operative U.A.

Members of a co-operative UA are not liable for the debts of the co-operative aside from their financial contribution to the co-operative.

C.V. (a limited partnership)

A general partner is jointly and severally liable for any indebtedness of the CV towards 3rd parties. The liability of a limited partner is limited to the amount of its contribution to the CV, provided that the limited partner does not act on behalf of or for the benefit the CV towards 3rd parties.

Limited liability company

Shareholders' liability of limited liability companies is generally limited to the extent of their initial investment and the amount, if any, of the issue price of their shares which is unpaid. Additionally, certain provisions of the Companies Act may place liability on shareholders in connection with the relevant company. This includes where that liability is expressly provided in a company's constitution, where a shareholder's actions place it in the position of a director (ie, a deemed director) and director liability arises, or where a shareholder is liable to repay a distribution if that the distribution is recoverable under the Companies Act. Companies can also elect to become an “unlimited” liability company where the shareholders' liability will be unlimited, which can enable a company to check-the-box for US tax purposes.

Branch

Foreign companies have full legal responsibility for the actions of their New Zealand branches and can sue and be sued in New Zealand.

Limited Liability Company

Limited liability companies, whether private or public, are recognized as having a separate legal personality from their members. The liability of a member in a limited liability company is limited to the amount, if any, left unpaid on the shares held by such member in the company.

Unlimited Company

An unlimited company, like every other corporate entity, has a separate legal personality from its members. However, its members do not enjoy the full benefits of this separate legal personality as there is no limit to their liability for the debts of the company.

Limited liability partnership

A limited liability partnership is a legal entity separate from its partners. A limited liability partnership must be registered with at least 2 individual partners (at least 1 of the partners must be resident in Nigeria) who act as agents of the partnership. The liability of the partners are limited to the amount contributed by each partner for the formation of the partnership, as well as any personal guarantees. It also has perpetual succession, and any change in the partners of a limited liability partnership does not affect the existence, rights or liabilities of the partnership.

On registration, a limited liability partnership may (a) sue and be sued in its name; (b) acquire, own, hold and develop or dispose of property, whether movable or immovable, tangible or intangible; (c) have a common seal (if desired); and (d) perform other actions as bodies corporate may lawfully perform.

A limited liability partnership is regulated by local law and the membership agreement which must be signed by all the partners.

Limited Partnership

In a limited partnership (LP), the general partner is liable for all debts and obligations of the firm. The liability of the limited partners is limited to the amount agreed to be contributed as capital at the inception of the partnership. An LP must have a minimum of 2 people and a maximum of 20 people. Unlike an LLP, an LP distinguishes between a general partner and a limited partner. A limited partner’s liability is limited, while that of general partner is not. That is, a general partner is liable for all the debts and obligations of the firm, but, while a limited partner shall contribute or agree to contribute to the capital of the firm, they shall not be liable for the debts or obligations of the firm beyond the amount they have contributed.

Company limited by guarantee

The total liability of members to contribute to the assets of the company in the event of being wound shall not at any time be less than NGN100,000.

Incorporated Trustees

Trustees appointed under an Incorporated Trustee are legally liable for the handling of assets held in trust and regulatory obligations.

Private LLCs

Shareholders' liability is generally limited to the shareholders' equity contributions.

Public LLCs

Shareholders' liability is generally limited to the shareholders' equity contributions.

Partnerships with unlimited liability

Partners are jointly liable for all partnership's obligations. However, partners can agree to be severally liable for the partnership's obligations.

Corporation, Closed Stock Corporation and Open Corporation (Sociedad Anónima or S.A., Sociedad Anónima Cerrada or S.A.C. and Sociedad Anónima Abierta or S.A.A.)

The liability of shareholders is limited to the amount of their contributions to capital.

Limited Liability Company (Sociedad de Responsabilidad Limitada or S.R.L.)

The liability of the partners of an S.R.L. is limited to the amount of their contributions.

Branch of a Foreign Legal Entity (Sucursal)

The parent company shall comply with the applicable Peruvian legislation regarding the obligations undertaken by the branch in Peru. Therefore, the parent company will be liable for such obligations.

Subsidiary

A corporation has a personality separate and distinct from its individual stockholders. Liability of stockholders is limited only to the extent of their capital contribution. However, the privilege of being considered as a separate and distinct entity is confined to limited uses. Should this be exercised for fraudulent, unfair or illegal purposes (e.g., to evade taxes, escape liabilities to third parties, confuse legitimate issues of employer-employee relationship, protect fraud), the veil of corporate entity may be pierced, and the stockholder may then be held personally liable.

Partnership

Partners are liable pro rata with all their property and, after all the partnership assets have been exhausted, for contracts entered into in the name and for the account of the partnership.

All other entity types

Liability of an entity type is deemed to be a liability of the head office.

Generally, shareholders of limited liability companies, simplified joint-stock companies and joint-stock companies are not liable towards creditors if share contribution has been paid in full, with exceptions provided for the by statute (inter alia, in certain cases at the stage of incorporation of the company, prior to registration in the business register, shareholder may be liable when acting in the name of the company).

Partners in partnerships are jointly and severally liable for all liabilities of the partnership, with 2 exceptions:

• Partners in professional partnerships are generally not liable for the actions or omissions of other partners and/or personnel supervised by those other partners

• Limited partners in limited liability partnerships and limited joint-stock partnerships are liable only up to the amount they have paid in as a contribution.

Liability in respect of branches and representative offices is generally borne by their founding entities.

Portuguese corporate law is based on the principle of limited liability, meaning that, as a general rule the liability of shareholders is limited to the amount of each relevant contribution to the share capital^[1].

Notwithstanding the above, there are exceptions to this principle of limited liability:

• Liability over fully owned subsidiaries or subordinated companies: A parent company is liable for the financial responsibilities of a subsidiary if: (i) there is a subordination contract between the parent company and the subsidiary (according to which a parent company is given broad legal powers over the subsidiary company); or (ii) such subsidiary is fully owned (100 percent) by the parent company.
• Joint liability of the shareholder in case of losses caused to the company or to other shareholders by a director appointed by such shareholder: Shareholders or groups of shareholders who have the right to appoint a director, without the need of the vote of other shareholders, are jointly liable with such director for any losses that they cause to the company or to other shareholders.
• Liability of the sole shareholder in case of bankruptcy: In case a fully owned subsidiary is declared bankrupt the sole shareholder shall have unlimited liability for the debts and liabilities created after it has become the sole shareholder of such subsidiary, provided that it has not complied with the rules on the allocation of the assets of the company.

_{[1] In the particular situation of the initial contributions to share capital of an LDA company, shareholders may be jointly liable for all the contributions to the share capital that have been agreed in the incorporation agreement. In such cases, even if a given shareholder has been excluded or its share has been re-integrated by the company, the other shareholders are jointly liable towards to company for the payment of such amount.}

Corporations

Shareholders of a corporation are generally not liable for the debts of a corporation aside from their financial contribution to the corporation.

Limited Liability Companies

Members are generally not liable for the debts of the LLC aside from their financial contribution to the LLC.

Shareholders of a JSC or an LLC are generally not liable for the debts of the company; their liability is limited to their contribution to the share capital of the company; however, in certain situations, their liability may be extended (eg, piercing the corporate veil).

Joint-stock company (public and non-public)

Shareholders of a company are generally not liable for the debts of a company aside from their financial contribution to the company. 

Limited liability company

The members in a company are generally not liable for the debts of a company aside from their financial contribution to the company.

Limited liability company

Shareholders of an LLC are generally not liable for the debts of a corporation aside from their financial contribution to the corporation. Certain circumstances may pierce this limitation of liability.

Limited liability company 

The liability of the members to contribute to the debts of the company is limited to the amount that they contributed to the company's capital. However, in certain special circumstances, Singapore courts may lift the corporate veil to find personal liability on the part of the member.

Private company/public company

A private company is recognized as a separate legal entity from its shareholders. Claims which arise out of any activities conducted by the company are the liability of that company.

Shareholders and directors are not liable for any liabilities or obligations of the private company solely by reason of being an incorporator, shareholder or director, except to the extent that the Companies Act or the company’s MOI provides otherwise. Claims which arise out of any activities conducted by the private company are the liabilities of that company. Generally the shareholders cannot be held accountable for such liabilities, unless otherwise provided in the MOI or otherwise agreed in, for instance, a shareholders' agreement.

There are various reporting protocols which need to be complied with by the directors that offer protection to shareholders, such as requirements which relate to access to annual financial statements, the establishment of statutory committees, and provision for oversight or approval of transactions by the Takeover Regulation Panel, a regulator established under the Companies Act to regulate fundamental transactions.

Personal liability company

As explained above, the distinguishing feature of a personal liability company compared to a private company is that its directors, including its past directors, are jointly and severally liable, together with the company, for any debts and liabilities of the company that are, or were, incurred during their respective periods of office. Shareholders cannot be held accountable.

External company

An external company is seen as the same legal entity as the foreign company, therefore any debts of an external company will be the debts of a foreign company.

Sole proprietorship

The sole proprietor in whose name the business is conducted will incur business debts or liabilities in their own name. 

Trusts

Trustees are not personally liable for the debts and liabilities of a trust nor do the trust assets form part of the trustees estate. The beneficiaries of a trust do have a personal right against the trustees for compliance with their duties and acquire rights through the trust deed in respect of the trust assets.

Partnerships

Each partner is taxed on their share of the partnership profits and are held jointly and severally liable for the partnership's debts and liabilities unless otherwise agreed.

Joint-stock company (Jusik Hoesa)

Shareholders of a company are generally not liable for the debts of a company aside from their financial contribution to the company in the form of purchased shares.

Limited company (Yuhan Hoesa)

Members of a company are generally not liable for the debts of a company aside from their financial contribution to the company in the form of purchased units. 

Branch (Sucursal)

The liability derived from the branch is part of the headquarters' (principal entity's) legal liability.

Limited liability company (Sociedad Limitada)

Shareholders of a limited liability company are generally not liable for the debts of a company aside from their financial contribution to the company.

Joint-stock company (Sociedad Anónima)

Shareholders of a joint-stock company are generally not liable for the debts of a company aside from their financial contribution to the company.

Limited company (aktiebolag or AB)

Shareholders of an AB are generally not liable for the debts of an AB.

Trading partnership (handelsbolag, HB)

Partners are personally responsible for keeping the agreements of the HB and for paying its debts. Partners are jointly and separately responsible. This means that a creditor can claim payment of the entire amount of a debt from any of the partners. Partners are responsible for the debts of an HB up to the full amount of their assets.

Limited partnership (kommanditbolag, KB)

The general partner has the same rights and liabilities as a partner in a partnership, including unlimited liability for all debts and obligations of a KB. Liability of a limited partner is limited to its contribution to a KB. A limited company may be a general partner of a KB.

Branch office (filial, Branch)

A branch is subject to Swedish law and decisions of Swedish authorities regarding legal matters in connection with its business activities in Sweden.

Stock corporation

Shareholders of a stock corporation are generally not liable for any debt or liability of a corporation, except for the payment of share price.

Limited company

Members are not liable for the debts of the company aside from their capital contributions to the company. Branch office of a foreign company

A branch office is considered as a part of its foreign head office, which will be liable for any activities or debts of the  branch office.

Branch office of a foreign company

A branch office is considered as a part of its foreign company, which will be liable for any activities or debts of the branch office.

Private limited company

Risk borne by shareholders is generally limited to shares they subscribed to or acquired. In other words, liability of shareholders is limited to unpaid amount (if any) on the shares respectively held by them.

Public limited company

Risk borne by shareholders is generally limited to shares they subscribed to or acquired. In other words, liability of shareholders is limited to unpaid amount (if any) on the shares respectively held by them.

Partnerships

Unregistered ordinary partnership

The personal liabilities of each partner are generally unlimited.

Registered ordinary partnership

The personal liabilities of each partner are generally unlimited.

Limited partnership

A limited partner is liable in the amount of their own contribution to the capital; an unlimited partner is liable for all obligations of a partnership.

Joint-stock company (JSC)

Shareholders of a JSC are generally not liable for the debts of a company aside from their financial contribution to the company. Board members are jointly and severally liable for public debts which cannot be paid by the company. Liability is joint and several, with a right to recourse against other board members.

Limited liability company (LLC)

Partners of an LLC are generally not liable for the debts of an LLC aside from their contribution to an LLC. However, both Partners and Managers are liable for public debts which cannot be paid by a company. Managers’ liability is joint and several, with a right to recourse against other managers. On the other hand, Partners’ liability is in pro rata to their shareholding in the company. Recent court precedents suggest that public debts may be collected from the Partners without the need to make any prior claims against the Managers.

Limited liability company (LLC)

Participants are not liable for debts of the company. Those participants who did not pay their participation interest (share) in full, bear joint and several liability for  LLC’s obligations within the unpaid amount of participation interest (share).

Private Joint-Stock Company

Shareholders are generally not liable for debts of the company.

PJSC founders are jointly liable for obligations related to PJSC’s incorporation. A PJSC is liable for the obligations of the founders related to establishment of PJSC only if actions of the founders are approved by the general meeting of shareholders, which must be held within 6 months after the state registration of the company.

LLC

The shareholders are generally not liable for the debts of the LLC aside from their contribution to the LLC. 

Branch

A branch office is legally regarded as part of its parent company and does not have a separate corporate personality or legal identity from that of its parent company.  Consequently, the parent company of the branch office is fully responsible for any liability of the branch.

FZ-LLC

Same as LLC.

FZ-Branch

Same as Branch.

Dual Licence Branch

Same as Branch.

Private limited company

Subject to certain exceptions (such as fraud), shareholders not liable for debts of the company.

Limited liability partnership (LLP)

Subject to certain exceptions (such as fraud), members are not liable for debts and obligations of the company.

Registered UK establishment

Subject to the requirements of the overseas company.

C corporation

Shareholders of a corporation are generally not liable for the debts of a corporation aside from their financial contribution to the corporation.

S corporation

Shareholders of a corporation are generally not liable for the debts of a corporation aside from their financial contribution to the corporation.

Limited liability company (LLC)

Members are generally not liable for the debts of the LLC aside from their contribution to the LLC.

Generally, shareholders (in respect of the JSC), members (in respect of the LLC2) and owner (in respect of LLC1) are not personally financially liable for the debts of the company, aside from their obligation to make full payment for their shares in the charter capital of the company.