Corporate Law in Argentina
Business expansion
Corporation (Sociedad Anónima or SA)
No need to change as business expands.
Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)
If the number of shareholders exceeds 1, the SAU must convert to an SA or SAS.
Simplified Corporation (Sociedad por Acciones Simplificada or SAS)
No need to change as business expands.
Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)
If the number of members exceeds 50, the SRL must convert to an SA or SAS.
Branch
No need to change as business expands.
Proprietary company
No need to change as business expands, but financial statement filing requirements depend on revenue, gross assets and number of employees.
Public company
No need to change as business expands.
Stock corporation (AG)
No need to change as business expands, unless any such expansion is not covered by the articles of association – in that case, approval by the shareholders' meeting with a 75-percent majority of the votes cast is necessary.
Limited liability company (GmbH) and Flexible Company (FlexKapG)
No need to change as business expands, unless any such expansion is not covered by the articles of association – in that case, approval by the shareholders' meeting with a 75 percent majority of the votes cast is necessary (unless the articles of association provide for a different majority, but in no case less than 50 percent of the votes cast).
With Limited Liability (WLL)
License and deed of association are required to be updated. For this purpose approval from the MOIC and CBB (if the company exercises CBB regulated activities) is necessary.
Closed Shareholding Company (BSC(c))
License and memorandum of association and articles of association are required to be updated. For this purpose, approval from the MOIC and CBB (if the company exercises CBB regulated activities) are necessary.
Foreign Branch (Branch)
License is required to be updated. For this purpose, approval from the MOIC and CBB (if the company exercises CBB regulated activities) is necessary.
Public limited company (société anonyme/naamloze vennootschap)
No need to change as business expands.
Limited company (société privée à responsabilité limitée/besloten vennootschap)
No need to change as business expands.
Belgian branch office of a foreign company
No need to change as business expands.
Limited liability company (Sociedade Limitada)
No need to change as business expands.
Corporation (Sociedade Anônima)
No need to change as business expands.
Corporate subsidiary
No need to change as business expands.
Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)
Limited to 50 partners. An SRL may not operate in the banking industry.
Corporation (Sociedad Anónima or S.A.)
No need to change as business expands. Private corporations become public corporations when more than 2,000 shareholders are registered in the shareholders' registry for 12 consecutive months.
Simplified Corporation (Sociedades por Acciones or SpA)
A simplified corporation that for 12 consecutive months complies with the conditions that oblige private corporations to register its shares in the Securities Registry of the CMF, shall transform by sole means of law into a public corporation.
Branch of a Foreign Legal Entity (Agencia)
No need to change as business expands.
No need to change registration as business expands unless the expansion requires increase of registered capital of an LLC or expansion of its business scope.
General partnership (Sociedad Colectiva)
There is no legal requirement to change as business expands. If the general partnership exceeds a certain amount of assets and fulfills the characteristics described in Law 43 of 1990, then the company must designate a statutory auditor.
Limited partnership (Sociedad en Comandita Simple y por Acciones)
There is no legal requirement to change as business expands. If the limited partnership exceeds a certain amount of assets and fulfills the characteristics described in Law 43 of 1990, then the company must designate a statutory auditor.
Limited liability partnership (Sociedad de Responsabilidad Limitada)
There is no legal requirement to change as business expands. If the limited liability partnership exceeds a certain amount of assets and fulfills the characteristics described in Law 43 of 1990, then the company must designate a statutory auditor.
Corporation (Sociedad Anónima)
There is no legal requirement to change as business expands.
Simplified stock company (Sociedad por Acciones Simplificada)
There is no legal requirement to change as business expands.
No need to change as business expands, unless any such expansion is not covered by articles of association. It is also possible to open up branches of a Czech entity in order to expand in Czech Republic. An autonomous branch office engages in business activities independently; a dependent branch office can make out invoices only in the name of the head office company. As a consequence, while an autonomous branch office is required to register, the dependent branch establishment does not have to be entered in the commercial register. It is only necessary for the business activity that is being practiced to be notified at the responsible trade office.
Limited liability company (Kapitalselskab)
There is no requirement to change the form of the company as the business expands.
However, there may be several advantages in terms of flexibility, recognition, tax purposes etc. in changing the form as the business grows, and this should therefore always be considered. However, this will always depend on the company in question.
JSC
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Minimum 3 shareholders with no maximum limit.
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No need to change as business expands.
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If number of shareholders drops to be fewer than the minimum required number of persons, the entity may convert to an OPC corporation or increase the number of shareholders to no fewer than 3 natural or juridical persons.
LLC
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Minimum of 2 and maximum of 50 quotaholders.
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If number of quotaholders exceeds 50 persons, must convert to a JSC corporation or decrease the number of quotaholders to 50 persons.
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If number of quotaholders drops to be fewer than the minimum required number of persons, must convert to an OPC corporation or increase the number of quotaholders to 2 persons.
OPC
Used exclusively for a sole proprietor entity. The whole structure of this type of company is based on 1 founder. Therefore, if more than 1 natural or juridical person becomes a founder in an OPC, the entity must convert to an LLC or JSC as applicable.
Branch
No need to change as business expands, to the extent that the purpose remains within the scope of activities mentioned in the commercial register.
RO
Not applicable for this jurisdiction, as ROs are prohibited from engaging in commercial activity.
Osakeyhtiö (Oy)
No need to change as business expands. If securities issued by the company are listed at a regulated market, then the company must change its category from private to public.
Société par actions simplifiée (SAS)
No need to change as business expands.
Société à responsabilité limitée (SARL)
No need to change as business expands.
Société anonyme (SA)
No need to change as business expands.
GmbH – limited liability company
No need to change as business expands. It is also possible to open up branches of a German entity in order to expand in Germany. There are 2 groups:
- Independent branch (selbständige Zweigniederlassung) and
- Dependent office/site (unselbständige Zweigniederlassung).
The main distinctive feature is the dependency on the head office company. Whereas the independent branch engages in business activities independently (ie, a spatial and organizational separation, independent participation in the course of business, own management with the required proxies, separate accounting and separate business assets), the dependent office/site can make out invoices only in the name of the head office company. As a consequence, while the independent branch is required to register, the dependent office/site establishment does not have to be entered in the commercial register. It is only necessary for the business activity that is being practiced to be notified at the competent local trade office (Gewerbe-/Ordnungsamt). Both groups are not separate legal entities.
Societe anonyme (S.A.)
Not applicable for this jurisdiction.
Limited liability company (L.L.C.)
There is no need for changes as the business expands. It can be converted to societe anonyme if decided by the partners' meeting.
Private company (P.C.)
There is no need for changes as the business expands. It can be converted to societe anonyme if decided by the partners' meeting.
Limited private companies
There is usually no need to change the articles of association as the business expands, unless the business scope is clearly stated in the articles. There may be a need to change the nature of business stated in the business registration certificate.
No need to change as business expands.
Private limited company
No need to change as business expands. Can be easily converted into a public company at any time if required.
Limited liability company
A PMA company business expansion may need the OSS-RBA Agency, BKPM or other government institution’s approval or a reporting obligation. If the expansion constitutes 1 or more new lines of business, a PMA company shall be required to invest more than IDR10 billion for each additional line of business per project location (please also see “Minimum Capital Requirement”).
Private company limited by shares (LTD)
No general requirements.
External company
No general requirements.
Company
No need to change as business expands.
Branch / representative office
No need to change as business expands. However, as the business expands, it may make sense to incorporate a local subsidiary instead of the representative office.
Società a responsabilità limitata (S.r.l.)
If a S.r.l. expands beyond a certain point (please refer to the Auditing body topic under Board of director meeting requirements) the company must appoint an auditing body, in the form of either a board of statutory auditors, or a sole statutory auditor, or an external auditor.
Registered branch
If the scope of business purpose is expanded, filing the changes with the Legal Affairs Bureau is required.
Kabushiki-Kaisha (KK)
If the scope of business purpose is expanded, the articles of incorporation must be amended by a special resolution of a general meeting of shareholders, which normally requires the presence of a majority of shareholders and an approval of 2/3 or more of votes. In addition, filing such changes with the Legal Affairs Bureau is required.
Godo-Kaisha (GK)
If the scope of business purpose is expanded, the Articles of Incorporation must be amended by the unanimous consent of its members (unless otherwise provided for in the Articles of Incorporation) and filing such changes with the Legal Affairs Bureau is required.
Private limited liability company (Société à responsabilité limitée or S.à r.l.)
As long as there are no more than 100 shareholders, and the company is not to be listed on a stock market, there is no need to change the legal form as business expands, as long as the activities are included in its corporate object.
Public limited liability company (Société anonyme or S.A.)
No need to change the legal form as business expands, to the extent that the activities remain within the corporate object of the limited liability company.
Special limited partnership (Société en commandite spéciale or SCSp)
No need to change the legal form as business expands, to the extent that the activities remain within the corporate object of the SCSp.
If number of shareholders of a private limited company exceeds 50, it must be converted to a public company.
The Companies Act provides ways in which businesses can expand.
2 or more Mauritian companies may amalgamate and continue as 1 company, either as 1 of the amalgamating companies or as a new company. The solvency test should be satisfied following amalgamation and it should be in the best interest of the company.
Mergers and acquisitions of companies are also regulated in the Companies Act and the Securities Act 2005 of Mauritius. Acquisitions are usually accomplished by an acquisition of the share capital of the target company, pursuant to an offer of shares or cash made by an acquirer.
If the number of shareholders exceeds 50, then the private company must convert into a public company.
S.A. de C.V.
No need to change as business expands (unless the business expansion entails a change in its organizational documents).
S. de R.L. de C.V.
No need to change as business expands (unless the business expansion entails a change in its organization documents).
S.A.P.I. de C.V.
No need to change as business expands (unless the business expansion entails a change in its organizational documents).
Branch office
No need to change as business expands.
B.V. (private company with limited liability)
No need to change as business expands.
Co-operative U.A.
No need to change as business expands.
C.V. (a limited partnership)
No need to change as business expands.
Limited liability company
There is no need to change from a limited liability company structure as its business expands, but please see our comments above if a company becomes a code company under the Takeovers Code (ie, it has 50 shareholders and 50 share parcels and has assets of at least NZD30 million or revenue of at least NZD15 million, or it is listed on a licensed market operated by NZX Limited).
Branch
No need to change as business expands.
In Nigeria, there is often no requirement to alter the legal structure of a company as companies are generally at liberty to pursue business and business expansion strategies. However, a private company whose membership has increased beyond the statutory maximum of 50 and intend to stay beyond the prescribed maximum would be expected to convert to a public company (listed or unlisted). At a minimum, such company would be required to raise its minimum issued share capital to NGN2 million before re-registration is permitted at the Corporate Affairs Commission, of which at least 1/4 of the nominal value of the share and the whole of any premium on it is expected to be paid up. Furthermore, the company’s auditor would be required to issue a written statement that the amount of the company’s net assets was not less than the aggregate of its called-up share capital and distributable reserves at the balance sheet date.
No need to change form of entity as business expands.
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.)
If a closed stock corporation turns to have more than 20 shareholders, it shall be transformed into a sociedad anónima or S.A. or to a sociedad anónima abierta or S.A.A.
If a sociedad anónima or S.A. turns to have more than 750 shareholders or more than 35 percent of its capital is owned by 175 or more shareholders (without considering within this number those shareholders whose individual shareholding does not reach 2 per 1,000 of the capital or exceeds 5 percent of the capital), it shall be transformed into a sociedad anónima abierta or S.A.A.
Limited Liability Company (Sociedad de Responsabilidad Limitada or S.R.L.)
Limited to 20 partners. An S.R.L. may not operate in the banking or insurance industry.
Branch of a Foreign Legal Entity (Sucursal)
No need to change as business expands.
Generally not applicable. Exception is a subsidiary where articles of incorporation must be amended and filed with the SEC when authorized capital stock is increased.
There is no need to change the form as the business expands. Poland-based entities may expand by means of domestic branches and representative offices.
No general requirements apply.
Corporations
No need to change as business expands.
Limited Liability Companies
No need to change as business expands.
Joint stock company (JSC)
No need to change as business expands. However, secondary offices may need to be opened.
Limited liability company (LLC)
No need to change as business expands. However, secondary offices may need to be opened. If the number of shareholders becomes higher than 50, the LLC must convert to a JSC. Moreover, irrespective of which type of company we refer to, any business expansion which refers to the establishment of a new business unit, the increase of the production capacity of an existing business unit or the diversification of the production of an existing business unit may amount to a “new investment,” as such is defined in the FDI legislation and, if the relevant criteria are met, may require prior authorization from the Commission for the Assessment of Foreign Direct Investments.
Joint-stock company (public and non-public)
Public joint-stock company and non-public joint-stock companies – no need to change as business expands.
Limited liability company
If the company intends to enter the stock market or when the number of members exceeds 50, the company should be converted to a joint-stock company.
Limited liability company
An LLC cannot have more than 50 shareholders, in which case it will have to be converted into a joint-stock company.
Limited liability company
No need to change as business expands, although we recommend that the company updates the Singapore Standard Industrial Classification (SSIC) code of the company with the ACRA if there is a change in the company's business activities. This will ensure that the business activities of the company are updated accordingly with the ACRA.
Entities are able to pursue their own business expansion strategies.
Joint-stock company (Jusik Hoesa)
Required to amend AOI (addition of new business objectives) and make court registration thereof.
Limited company (Yuhan Hoesa)
Required to amend AOI (addition of new business objectives) and make court registration thereof.
Branch (Sucursal)
No need to change as business expands, except for certain special cases such as listing on a stock market.
Limited liability company (Sociedad Limitada)
No need to change as business expands, except for certain special cases, such as listing on a stock market or banking activities.
Joint-stock company (Sociedad Anónima)
No need to change as business expands.
Limited company (aktiebolag, AB)
No need to change as business expands. An AB can change category from private to public.
Trading partnership (handelsbolag, HB)
No need to change as business expands. Additional filing requirements increase if an HB has a legal entity of a certain size.
Limited partnership (kommanditbolag, KB)
No need to change as business expands. Additional filing requirements increase if a KB has a legal entity of a certain size.
Branch office (filial, Branch)
In general, no need to change as business expands.
Stock corporation
No need to change as business expands.
Company limited by shares
Generally, an application to the MOEA for amending its company registration to expand its scope of business is required.
Closely-held company limited by shares
Generally, an application to the MOEA for amending its company registration to expand its scope of business is required.
Limited company
Generally, an application to the MOEA for amending its company registration to expand its scope of business is required.
Branch office of a foreign company
Generally, an application to the MOEA for amending the branch registration to expand its scope of business is required.
Not applicable for this jurisdiction.
Joint-stock company (JSC)
No need to change as business expands.
Limited liability company (LLC)
If the number of shareholders exceeds 50, either the shareholder number must be decreased back to 50 or the company must be converted to a JSC.
Limited Liability Company
No requirement to change the corporate structure or the company registration as the business expands.
Private Joint-Stock Company
No requirement to change the corporate structure or the company registration as the business expands.
LLC
License and memorandum of association are required to be updated. For this purpose, approval(s) from the relevant licensing authority and possibly other competent authorities will be necessary.
Branch
License is required to be updated. For this purpose, approval(s) from the relevant licensing authority and possibly other competent authorities will be necessary.
FZ-LLC
License required to be updated. For this purpose, approval from the relevant free zone authority will be necessary.
FZ-Branch
Same as FZ-LLC.
Dual Licensee Branch
License is required to be updated. For this purpose, approval from the DED and relevant free zone authority will be necessary and also from the relevant free zone authority.
Private limited company
No requirement to change the corporate structure or the company registration as the business expands unless it wants to raise finance from the public, in which case it can re-register as a public limited company.
Limited liability partnership (LLP)
Requirements governed by LLP Agreement.
Registered UK establishment
No requirement to change as business expands.
C corporation
No need to change as business expands.
S corporation
If the number of shareholders exceeds 100, must convert to a C corporation. Many institutional investors will require that an S corporation convert into a C corporation before investing, though conversion is simply with a single tax form.
Limited liability company (LLC)
No need to change as business expands. However, many institutional investors will require an LLC to convert to a corporation before investing.
If business expansion results in changes to any content of the IRC or the ERC, relevant registration with and/or notification to the local authorities must be made.
In the case of the LLC1, if any more members are offered the ability to make their contribution to the charter capital, the company must then be converted into either an LLC2 or a JSC as applicable.