Corporate Law in Argentina
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.
Branch
Provision of a local agent by a third-party service provider is allowed, but internal rules or insurance limitations may restrict law firm professionals from taking on this role.
Proprietary company
Allowed, but internal rules or insurance limitations may restrict law firm professionals from taking on this role.
Public company
Allowed, but internal rules or insurance limitations may restrict law firm professionals from taking on this role.
Stock corporation (AG)
In theory, yes. In practice, hardly ever seen.
Limited liability company (GmbH) and Flexible Company (FlexKapG)
In theory, yes. In practice, hardly ever seen.
With Limited Liability (WLL)
Not applicable.
Closed Shareholding Company (BSC(c))
Not applicable.
Foreign Branch (Branch)
Not applicable.
Public limited company (société anonyme/naamloze vennootschap)
By a 3rd-party service provider.
Limited company (société à responsabilité limitée/besloten vennootschap)
By a 3rd-party service provider.
Belgian branch office of a foreign company
There are no directors or a corporate secretary appointed in a Belgian branch office. Since the legal representative of the Belgian branch office must be able to represent the foreign company in Belgium (for example, by signing agreements), 3rd-party service providers will, based upon our experience, not provide these services.
Limited liability company (Sociedade Limitada)
Allowed for incorporation.
Corporation (Sociedade Anônima)
Allowed for incorporation.
Corporate subsidiary
Most provinces and territories require a corporation registered in their jurisdiction to maintain a registered office address in that jurisdiction. This role is often filled by the corporation’s law firm or another 3rd party service provider.
Not applicable for this jurisdiction.
Generally not allowed for incorporation.
Limited liability partnership (LLC)
Not allowed for incorporation.
No local directors required. Provision of director services by a 3rd-party service provider is common.
Limited liability company (Kapitalselskab)
There are no requirements as to the presence of directors or employees on their address or in Denmark in general.
By default, all general meetings must be held at the registered office of the limited liability company, unless the articles of association specify that general meetings must or may be held elsewhere – for instance within a specified municipality.
It is not required that general meetings or board meetings are held as physical meetings, as the general meeting and the meeting of the board of directors may pass a resolution on electronic communication.
However, the residential status of the entity might be compromised if none of the meetings are held in Denmark, which can be problematic from a tax perspective. Thus, it may be required that some of the management services are performed effectively from Denmark.
There are no further formal requirements in Denmark for the company's physical presence.
Not available in this jurisdiction.
Osakeyhtiö (Oy)
Allowed, but internal rules/insurance limitations may restrict law firm professionals from taking the role of a director. Even though a secretary is not required, law firms typically provide that kind of service.
Société par actions simplifiée (SAS)
Not applicable.
Société à responsabilité limitée (SARL)
Not applicable.
Société anonyme (SA)
Not applicable.
GmbH – limited liability company
No local directors required as long as it is ensured that the director(s) is/are able to operate and manage the business of the GmbH primarily from Germany. Having only managing directors appointed with a residence outside of Germany may however have negative tax impacts and therefore should be assessed carefully.
Not applicable for this jurisdiction.
Limited private companies
Allowed. Starting from March 1, 2018, company service providers are required to apply for a Trust or Company Service Provider License from the Registrar of Companies.
There are 3rd-party service providers that offer corporate secretarial services, including:
- Directorship services to non-trading entities, including management services by rendering 1 or more individuals who act as director;
- Holding shareholder meetings;
- Preparing documentation annual filing;
- Ensuring that statutory books are in order and;
- Assistance during dissolution.
Private limited company
Allowed for incorporation. However, considering the liability that could fall on the local directors, provision of local director by law firm or third-party service providers is based on references and on a case-to-case basis.
Limited liability company
There is no specific prohibition against a local director or corporate secretary being provided by a 3rd-party service provider. Please note however, that a corporate secretary is not legally required, unless it is a publicly listed company.
Private company limited by shares (LTD)
Permitted.
External company
Permitted.
Company
Allowed.
Branch / representative office
Not applicable.
Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)
Not allowed.
Registered branch
Allowed for registration.
Kabushiki-Kaisha (KK)
Allowed for incorporation.
Godo-Kaisha (GK)
Allowed for incorporation.
Private limited liability company (Société à responsabilité limitée or S.à r.l.)
Corporate services providers may provide Luxembourg resident managers.
Public limited liability company (Société anonyme or S.A.)
Corporate services providers may provide Luxembourg resident managers.
Special limited partnership (Société en commandite spéciale or SCSp)
Corporate services providers may provide Luxembourg resident managers.
Corporate secretary is required to be a resident of Malaysia and have a principal place of residence in Malaysia.
These services are provided by some law firms and there are 3rd-party service providers which offer company secretarial services. For Global Business Corporations and Authorized Companies, the company secretary must be a management company duly licensed by the FSC.
S.A. de C.V.
Permitted; usually common.
S. de R.L. de C.V.
Permitted; usually common.
S.A.P.I. de C.V.
Permitted; usually common.
Branch office
Allowed and commonly provided by Dutch trust companies. Law firms in the Netherlands are not allowed to provide these services.
B.V. (private company with limited liability)
Allowed and commonly provided by Dutch trust companies. Law firms in the Netherlands are not allowed to do so.
Co-operative U.A.
Allowed and commonly provided by Dutch trust companies. Law firms in the Netherlands are not allowed to do so.
C.V. (a limited partnership)
Allowed – however, not commonly provided for Dutch CVs.
Limited liability company
Allowed (but internal rules/insurance limitations may restrict law firm professionals from taking on this role).
Branch
Provision of a local agent by a 3rd-party service provider is allowed (but internal rules/insurance limitations may restrict law firm professionals from taking on this role).
This is permitted for Law firms duly registered locally to practice in Nigeria and meet the requirements for appointment as directors in Nigeria. 3rd-party service providers, on the other hand, are also permitted to provide local director or Company Secretary services where they meet the qualifications for the office of a Director and Company secretary in Nigeria.
Not applicable for this jurisdiction.
Not applicable for this jurisdiction.
Generally not applicable. Exception is a subsidiary and OPC where there is no prohibition.
Relevant services are available on the market, most readily for limited liability and joint-stock companies.
Local directors are not a legal requirement. Law firms usually do not provide for local directors, although some 3rd-party service providers do. Corporate secretary is not a common practice, but both law firms and 3rd-party service providers are able to provide this as a service.
Corporations
Permitted.
Limited Liability Companies
Permitted.
Not applicable for this jurisdiction.
Joint-stock company (public and non-public)
A commonly used practice applied by multinationals is to avoid outsourcing.
However, local director or corporate secretary outsourcing is not restricted by Russian law and is at times practiced in relation to small and medium-sized businesses.
Limited liability company
A commonly used practice applied by multinationals is to avoid outsourcing.
Limited liability company
Use of local law firm for incorporation is common. Companies usually conduct their own secretarial functions once established.
Limited liability company
May be obtained from law firms or third-party service providers subject to certain criteria.
These services are provided by some law firms and there are other party service providers who offer company secretarial services.
Joint-stock company (Jusik Hoesa)
None.
Limited company (Yuhan Hoesa)
None.
Allowed except for branches (which do not have directors). Provision of local director is possible but uncommon. Provision of local secretary is standard and widely used.
Local directors for an AB can be provided by a 3rd-party service provider.
Stock corporation
No restrictions regarding the provision of local director or corporate secretary by law firm or 3rd-party service provider.
Permitted but seldom used – there is no need to have a corporate secretary.
Director
Applicable subject to internal policy of such law firm or third-party service provider.
Corporate secretary
Applicable and widely used.
Not applicable, apart from the sector-specific requirements.
Limited Liability Company
It is a common practice, which, however, is not specifically regulated by law.
Private Joint-Stock Company
Not common for JSCs, which usually are operating businesses. May be used by dormant JSCs or with minimal operations.
LLC
No express provision.
Branch
Not applicable for this jurisdiction.
FZ-LLC
No express provision.
FZ-Branch
Not applicable for this jurisdiction.
Dual Licensee Branch
Not applicable for this jurisdiction.
Private limited company
Permitted. Requirement that at least 1 director is a natural person.
Limited liability partnership (LLP)
Not applicable.
Registered UK establishment
Permitted.
Yes, this is allowed.
Such a service is not officially recognized by Vietnamese law.