Corporation (Sociedad Anónima or SA)

Majority of members of the board must be Argentinean residents.

Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

Majority of the members of the board must be Argentinean residents.

Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

At least 1 director must 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 must be Argentinean residents.

Branch

Must have at least 1 local agent – an Australian company or resident in Australia.

Proprietary company

Must have at least 1 director who must ordinarily reside in Australia. If a company has 1 or more company secretaries, at least 1 of them must ordinarily reside in Australia.

There are no nationality requirements for shareholders, but certain acquisitions of shares by non-Australian persons may require notification and approval under Australia’s Foreign Investment regime (commonly referred to as FIRB approval).

Public company

Must have at least 3 directors, at least 2 of whom must ordinarily reside in Australia. Must have at least 1 company secretary, and at least 1 company secretary must ordinarily reside in Australia.

There are no nationality requirements for shareholders, but certain acquisitions of shares by non-Australian persons may require notification and approval under Australia’s Foreign Investment regime (commonly referred to as FIRB approval).

Stock corporation (AG)

In most cases, no, except for certain areas of business (eg, airline businesses, where at least 50 percent of the shares must be held by European shareholders).

Limited liability company (GmbH) and Flexible Company (FlexKapG)

In most cases, no, except for certain areas of business (eg, airline businesses, where at least 50 percent of the shares must be held by European shareholders).

With Limited Liability (WLL)

Nationality restrictions of shareholders are dependent on the business activity of the company. Generally speaking, no nationality restrictions when appointing directors.

Closed Shareholding Company (BSC(c))

Nationality restrictions of shareholders are dependent on the business activity of the company. Generally speaking, no nationality restrictions when appointing directors.

Foreign Branch (Branch)

Generally speaking, no nationality restrictions when appointing directors.

Public limited company (société anonyme/naamloze vennootschap)

The shareholders or directors can be either Belgian, foreign natural persons or legal entities.

Should non-Belgian nationals be appointed as directors, a copy of the identity card or international passport of the directors must be communicated to the clerk's office of the enterprise court. If the company's registered address is not chosen as the director's registered address, a recent proof of their registered address must also be submitted. The following information must be given to the clerk's office, if it is not mentioned on the copy of the identification document:

• Surname
• First name
• Place of residence
• Date of birth
• Place of birth

Limited company (société à responsabilité limitée/besloten vennootschap)

The shareholders or directors can be either Belgian, foreign natural persons or legal entities.

Should non-Belgian nationals be appointed as directors, a copy of the identity card or international passport of the directors must be communicated to the clerk's office of the enterprise court. If the company's registered address is not chosen as the director's registered address, a recent proof of their registered address must also be submitted. The following information must be given to the clerk's office, if it is not mentioned on the copy of the identification document: surname, first name, place of residence, date of birth and place of birth.

Belgian branch office of a foreign company

Not applicable for this jurisdiction.

Limited liability company (Sociedade Limitada)

Under Brazilian Law, all foreign quotaholders (legal entities or individuals) must appoint an attorney-in-fact resident in Brazil with powers to receive service of process on their behalf, to be empowered to manage their assets in Brazil and to represent them with tax authorities. Also, the quotaholders must be registered with the Federal Corporate Taxpayer’s Registry (CNPJ).

Managers of a Sociedade Limitada are not required to be resident in Brazil, but managers who do not reside in Brazil must be enrolled before Brazilian tax authorities (CPF - Cadastro de Pessoa Física) and appoint an attorney-in-fact resident in Brazil with powers to receive service of process on their behalf.

However, although Brazilian law has allowed non-residents to hold such positions, the Brazilian Federal Revenue system still needs to be duly updated to reflect such appointments and therefore still has operational barriers to include only one individual as officer of the company in case such individual does not reside in Brazil.

Corporation (Sociedade Anônima)

Under Brazilian Law, all shareholders (legal entities or individuals) that are not Brazilian residents must constitute an attorney-in-fact resident in Brazil with powers to receive service of process on their behalf, to be empowered to manage their assets in Brazil and to represent then with tax authorities. Also, the shareholders must be registered with the Corporate Taxpayer Roll (CNPJ).

Directors who do not reside in Brazil must constitute an attorney-in-fact resident in Brazil with powers to receive service of process on their behalf.

Officers are not required to be resident in Brazil, but officers who do not reside in Brazil must be enrolled before Brazilian tax authorities (CPF - Cadastro de Pessoa Física) and constitute an attorney-in-fact resident in Brazil with powers to receive service of process on their behalf.

However, although Brazilian law has allowed non-residents to hold such positions, the Brazilian Federal Revenue system still needs to be duly updated to reflect such appointments and therefore still has operational barriers to include only 1 individual as officer of the company in case such individual does not reside in Brazil.

Corporate subsidiary

Only for directors under some corporate statutes. See above. 

Partners or shareholders may be local or foreign. However, they must be registered as such with the tax authority. A company must have a representative before the tax authorities who is a Chilean resident. This is not applicable to directors and other officers, except in the case of certain industries.

None.

There are no specific nationality requirements; however, in the incorporation documents, intended partners of a future entity must state their nationality and domicile.

In most cases, no, except for certain areas of business where, for regulatory purposes, a majority of shares cannot be held by foreigners.

Limited liability company (Kapitalselskab)

None of the limited companies are subject to requirements with regards to nationality or addresses of the shareholders, directors, officers or any member of the management.

Shareholders/quotaholders/founders

• There are no restrictions on foreign ownership. A company may be wholly owned by foreigners except in the event that the company participates in any activity that is restricted for foreigners by law – for example:
  • A commercial agency which is required to be wholly owned by Egyptians or persons who have held Egyptian nationality for at least 10 years
  • Importation activities for trading purposes whereby 51 percent of the shareholders must be Egyptians and
  • Acquiring of lands and/or real estate in Sinai whereby the company is required to be wholly owned by Egyptians.
• Security clearance must be obtained for foreign shareholders, quotaholders and founders.
• For foreign companies operating in Sinai and/or acquiring lands/real estate, certain security clearances may be required.

Directors and officers

JSC

• All board members may be non-Egyptians including the chairman and the managing director.
• Security clearance must be obtained for foreign board members.
• Work and residence permits for foreign employees including the board members must be obtained if they will reside and work in Egypt.
• An entity may conduct business while its security clearances are pending. However, and by way of exception, some foreign nationalities (routinely subject to change) require the security clearance to be issued prior to starting the entity’s business. The time required to obtain the security clearance is subject to the discretion of the competent authority after the submission of all requested documents.
• There are some restrictions regarding the appointment of directors of some activities under the Egyptian laws which require the managers to be Egyptians such as importation for trade purposes and commercial agency.

LLC

• A company must be managed by manager(s) appointed by quotaholders whether Egyptians or foreigners.
• Security clearance for a foreign manager(s) must be obtained.
• An entity may conduct business while its security clearances are pending. However, and by way of exception, some foreign nationalities (routinely subject to change) require the security clearance to be issued first prior to starting the entity’s business. The time required to obtain the security clearance is subject to the discretion of the competent authority after the submission of all requested documents.
• Work and residence permits for foreign manager(s) must be obtained.
• There are some restrictions regarding the appointment of directors and some activities under the Egyptian laws require the managers to be Egyptians (eg, importation for trade purposes and commercial agency).

OPC

• A company must be managed by manager(s) appointed by a founder. The manager does not need to be an Egyptian national.
• Security clearance for foreign manager(s) must be obtained.
• An entity may conduct business while its security clearances are pending. However, and by way of exception, some foreign nationalities (routinely subject to change) require the security clearance to be
• issued first prior to starting the entity’s business. The time required to obtain the security clearance is subject to the discretion of the competent authority after the submission of all requested documents.
• Work and residence permits for foreign manager(s) and employees must be obtained.
• There are some restrictions regarding the appointment of directors and some activities under the Egyptian laws require the managers to be Egyptians (eg, importation for trade purposes and commercial agency).

Branch

• A branch must be managed by a manager(s); the manager does not need to be an Egyptian national.
• Security clearance must be obtained for foreign manager(s).
• Work and residence permits must be obtained for foreign manager(s).

RO

• An RO must be managed by a manager(s); the manager does not need to be an Egyptian national.
• Security clearance must be obtained for foreign manager(s).
• Work and residence permits must be obtained for foreign manager(s).

Osakeyhtiö (Oy)

Shareholders: None.

Directors (unless granted  a permit by the Trade Register): At least 1 ordinary member (and 1 deputy director, if deputy directors are appointed) of the board shall be resident within the European Economic Area.

Managing director and possible deputy managing director (unless granted an exemption by the Trade Register): Required to be resident within the European Economic Area (unless granted a permit by the Trade Register).

Société par actions simplifiée (SAS)

None.

Société à responsabilité limitée (SARL)

None.

Société anonyme (SA)

None.

GmbH – limited liability company

None as long as they can easily enter Germany (or obtain easily a Visa).

Directors, shareholders and officers should have an official work/residence permit if they are non-EU citizens.

Limited private companies

None, except for the company secretary (see local corporate secretary requirement).

As a general rule, not applicable for this jurisdiction. It is possible and lawful to establish a wholly foreign-owned and -managed company. In certain regulated areas (eg, banks) the presence of Hungarian tax residents on the board of director may be mandatory.

Private limited company

None except for the local director requirement and the restriction on investment from countries which share land border with India.

Limited liability company

In certain business fields which are closed to foreign investment, all shareholders must be Indonesian (legal entities or individuals). Shareholders are not subject to any residency requirement.

In general, no Indonesian nationality or residency requirement applies to either directors or commissioners, except that the director or other officer that handles or is responsible for employment matters must be Indonesian.  For certain lines of business, a specific requirement on the nationality or residency of a director or a commissioner may apply.

Private company limited by shares (LTD)

At least 1 director of the company must be resident in the European Economic Area. Alternatively, the company must:

• Put in place a bond to pay any fines or penalties which may be imposed on the company under the Companies Act 2014 or the Taxes Consolidation Act 1997 or
• Obtain a certificate from the CRO confirming that the company has a real and continuous link with 1 or more economic activities in Ireland.

External company

Not applicable for this jurisdiction.

Company

None.

Branch / representative office

Required to execute a power of attorney in favor of a person regularly residing in Israel, authorizing him to act in its name.

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

For certain jurisdictions, it could be necessary to assess whether reciprocity condition is satisfied.

Registered branch

At least 1 representative in Japan must have an address in Japan, but such person does not have to be a Japanese national.

Kabushiki-Kaisha (KK)

None.

Godo-Kaisha (GK)

None.

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

No nationality or residency requirements for both managers and shareholders from a corporate perspective.

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

No nationality or residency requirements both for directors and shareholders from a corporate perspective.

Special limited partnership (Société en commandite spéciale or SCSp)

No nationality or residency requirements both for managers and partners from a corporate perspective.

At least 1 director of a private limited company is required to be a resident of Malaysia and have a principal place of residence in Malaysia.

Private and public company

Subject to the sector of activity/industry in which the company is involved, a company incorporated in Mauritius can be 100 percent foreign-owned.

With respect to directors, at least 1 director should be ordinarily resident in Mauritius, unless it is an Authorized Company as specified above.

Global Business Corporations

A Global Business Corporation can be 100 percent foreign-owned.

With respect to directors, at least 2 directors should be ordinarily resident in Mauritius.

Authorized Companies

Shares can only be held by foreign entities/individuals.

S.A. de C.V.

Requirements for shareholders depend on the corporate purpose of the entity (certain activities have foreign investment limitations). For directors or officers, there are no specific requirements (except if the corporation grants powers of attorney to such directors or officers, in which case, to be able to exercise such powers, they are required to have a proper visa).

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

Requirements for partners depend on the corporate purpose of the entity (certain activities have foreign investment limitations). For managers or officers, there are no specific requirements (except if the entity grants powers of attorney to such directors or officers, in which case, to be able to exercise such powers, they are required to have a proper visa).

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

Requirements for shareholders depend on the corporate purpose of the entity (certain activities have foreign investment limitations). For directors or officers, there are no specific requirements (except if the corporation grants powers of attorney to such directors or officers, in which case, to be able to exercise such powers, they are required to have a proper visa).

Branch office

Determined by governing law of the head office.

B.V. (private company with limited liability)

None from a pure legal perspective. From a tax substance rules perspective, it’s recommended that at least 50 percent of the board consist of Dutch tax resident directors.

Co-operative U.A.

None from a pure legal perspective. From a tax substance rules perspective, it’s recommended that at least 50 percent of the board consist of Dutch tax resident directors.

C.V. (a limited partnership)

None.

Limited liability company

Must have at least 1 director who is resident in New Zealand, or who is resident in Australia and is also a director of an Australian registered company.

There are no nationality requirements for shareholders. However, if a company has more than 25 percent of its shares owned by overseas persons, the company will be considered an "overseas person" and may be subject to the Overseas Investment Act 2005. This could restrict its ability to acquire additional businesses, shares, or an interest in “sensitive land”.

Branch

A branch must have a person authorized to accept service on the branch's behalf in New Zealand. This is often a business professional.

There is no restriction on the nationality or residency of a shareholder, director or officer of a Nigerian company. However, any foreigner who wishes to be a resident and work in Nigeria must be issued a work permit, specifically the Combined Expatriate Residence Permit and Aliens Card (CERPAC). Notably, under the Nigerian Investment Promotion Commission (NIPC) Act, foreign ownership is permitted in all industries. Foreign-owned entities seeking to commence or carry on business in Nigeria are required to obtain Business Permits from the Nigerian Ministry of Interior, furthermore, an expatriate quota must be processed for any proposed engagement of foreign experts as employees. However, there are restrictions on the acquisition of shares by foreign nationals in specific industries, including the oil and gas, aviation, broadcasting, advertising, pharmaceutical, engineering and marine industries.

Private LLCs and public LLCs

The general manager and at least 1/2 of the directors

• Have to be residents in Norway or in another EEA state, the United Kingdom and Northern Ireland or Switzerland.

Partnerships with unlimited liability

No nationality or residency requirements.

Partners or shareholders may be local or foreign. However, they must be registered as such before the Peruvian tax authority. Additionally, a company must have a legal representative registered before the Peruvian tax authority who must be a Peruvian resident. This is not applicable to directors and other officers.

Not applicable in general.

There are some exceptions:

Subsidiary

Not more than 15 incorporators. Number of foreigners allowed to be incorporators would depend on the restrictions under the FIA, Philippine Constitution and other relevant laws.

Not more than 15 directors. If business activity is partly nationalized, the number of seats for foreigners on the board of directors is measured by a proportion of their present foreign equity to the number of directors as stated in the articles of incorporation. Additionally, the number of their seats should not exceed the proportion of the allowable foreign equity to the number of directors in the articles of incorporation in accordance with the Anti-Dummy Law.  The officers of entities engaged in nationalized activities are also required to be Filipinos.

Nationality of shareholders depends on the classification of the business entity (partly nationalized, 100 percent foreign or reserved for Filipinos).

Partnership

Subject to allowable foreign partners’ interest under the FINL.

Not applicable for this jurisdiction.

There is no citizenship or residency requirements.

Corporations

Nonresidents of Puerto Rico and non-US citizens may own stock and serve as directors and officers of a Puerto  Rico corporation.

Limited Liability Companies

Nonresidents of Puerto Rico and non-US citizens may own membership interests and serve as managers of a  Puerto Rico LLC.

Not applicable for this jurisdiction. Nevertheless, please note that the FDI authorization for the establishment of a new company in Romania, as well as for the investments in existing companies which allow the investor to effectively participate in the management or control of such companies, is required if the legal criteria (regarding the field of activity of the investment and the amount of the investment) are fulfilled.

Joint-stock company (public and non-public)

None. Though a work permit is required for foreign employees (ie, officers or sole executive bodies). Special requirements for foreign participation in certain types of businesses to be considered (eg, banking, insurance or strategically important sectors).

Limited liability company

None, though a work permit is required for foreign employees (ie, officers or sole executive bodies). Special requirements for foreign participation in certain types of businesses to be considered (eg, banking, insurance or strategically important sectors).

Limited liability company

The general manager needs to be a resident in the KSA. Directors are not required to be nationals or residents. There are specific requirements regarding the nationality of shareholders in certain activities such as:

• Trading activities: Saudi partner to own at least 25 percent of shareholding (unless the foreign investor meets the qualification to set up a 100 percent foreign owned trading company)

• Services/transport Saudi shareholding requirements – bus 30 percent / metro 25 percent

• Property financing projects 40 percent

• Communications value added – 30 percent Saudi shareholding requirement

• Insurance and reinsurance – 40 percent Saudi shareholding requirement

• Engineering design and professional consultancy: Saudi partner to own at least 25 percent of shareholding

There are certain types of activities that are reserved for Saudi nationals only. The list is issued by MISA and amended from time to time.

Limited liability company

Shareholders: none.

Directors: minimum requirement of 1 director who is ordinarily resident in Singapore.

There are no nationality or residency requirements; however, the fact that the directors or shareholders of the company are not residents of South Africa must be declared.

Joint-stock company (Jusik Hoesa)

None.

Limited company (Yuhan Hoesa)

None.

None. Tax efficiency considerations to be borne in mind for directors and officers.

Limited company (aktiebolag, AB)

• Founder:

  • Founders can be natural or legal persons. All types of legal entities can be founders. Natural persons can be founders regardless of where they are residing. Legal entities can be founders regardless of where they are incorporated and have their registered office, headquarters, or principal place of business.

• Shareholders:
  • None

• Directors (unless granted an exemption by the Swedish Companies Registration Office (SCRO)):

  • Not less than 1/2 of directors and, where applicable, deputy directors, respectively, must be resident within the EEA.
• Managing director (unless granted an exemption by the SCRO):
  • Required to be resident within the EEA.

Trading partnership (handelsbolag, HB)

There are no nationality or residency requirements in relation to partners.

However, a partner who is not registered in the Swedish population register must submit a certified copy of their passport or other official identity document with the application.

If the partner is a foreign legal entity, a certified copy of a certificate of registration must be submitted with the application.

Limited partnership (kommanditbolag, KB)

• There are no nationality or residency requirements in relation to partners.
• However, a partner who is not registered in Swedish population register must submit a certified copy of their passport or other official identity document with the application.
• If the partner is a foreign legal entity, a certified copy of a certificate of registration must be submitted with the application.

Branch office (filial, Branch)

• A managing director and, if applicable, any deputy managing directors must be resident within the EEA unless granted an exemption by the SCRO.

Stock corporation

At least 1 director or officer with single signatory power or 2 directors or officers with joint signatory power by 2 must be resident in Switzerland.

Company limited by shares

The nationality and residency requirements of an FIA company are exempt, provided that a Mainland Chinese (PRC) national is not permitted to act as the director or supervisor.

Closely-held company limited by shares

The nationality and residency requirements of an FIA company are exempt; provided that a PRC national is not permitted to act as the director or supervisor.

Limited company

The nationality and residency requirements of an FIA company are exempt, provided that a PRC national is not permitted to act as the director.

Branch office of a foreign company

The nationality and residency requirements are exempt, provided that a PRC national is not permitted to act as the designated representative of the foreign head office or branch manager.

Private limited company

Unless the company's business is subject to certain specific laws, no nationality or residency requirements for shareholders or directors of the company.

Public limited company

Unless the company's business is subject to certain specific laws, no nationality or residency requirements for shareholders of the company. Board of directors must consist of at least 5 directors to conduct business of a company, not less than 1/2 of directors must reside within Thailand.

Partnerships

No nationality or residency requirements for partners or managing partners of the partnership.

Not applicable, except for the BOs and sector-specific requirements.

Limited Liability Company

A person to be appointed as the director of the company should be a Ukrainian national at the stage of company’s incorporation. Once the company is incorporated, the director who is a Ukrainian national can be replaced with a director who is a foreign national subject to prior obtaining of a work permit. Work permit is also required for any other company’s officers or employees who are foreign citizens.

There are no nationality or residency requirements for company’s shareholders.

Private Joint-Stock Company

A person to be appointed as the director of the company should be a Ukrainian national at the stage of company’s incorporation. Once the company is incorporated, the director who is a Ukrainian national can be replaced with the director who is a foreign national subject to prior obtaining of a work permit. Work permit is also required for any other company’s officers or employees who are foreign citizens.

There are no nationality or residency requirements for company’s shareholders.

LLC

No nationality restrictions are applicable to shareholders except for certain restricted/regulated activities . No nationality restrictions when appointing a manager/director/officer. In all cases, it is a requirement for the officers to have attended the UAE at least once and provide a copy of their last UAE Entry/Exit stamp for the purposes of obtaining security clearances. In most cases, it is a requirement for the general manager to have a valid UAE residency visa. 

Branch

Not applicable. No nationality restrictions when appointing a general manager. In most cases, it is a requirement for the general manager to have a valid UAE residency visa.

FZ-LLC

No nationality restrictions. In most free zones, at least the manager (who is named on the license of the company) should have a UAE visa issued through the company (although it is not mandatory that he/she should reside in the UAE but they will need to visit at least once in 6 months to maintain the validity of his visa). In some free zones, there is no requirement for the manager to have a UAE visa. In most cases, it is a requirement for the officers to have attended the UAE at least once and provide a copy of their last UAE Entry/Exit stamp for the purposes of obtaining security clearances.

FZ-Branch

Not applicable. In most free zones, the general manager (who is named on the license of the company) should have a UAE visa issued through the branch (although it is not mandatory that they should reside in the UAE but they will need to visit at least once in 6 months to maintain the validity of his visa). In some free zones, there is no requirement for the manager to have a UAE visa. 

Dual Licensee Branch

Same as Branch.

Private limited company

None. Requirement that at least 1 director is a natural person. The identity of directors will need to be verified, as well as changes to certain information in respect of directors and secretaries.

Limited liability partnership (LLP)

Not applicable. However, all LLP members will be required to verify their identity.

Registered UK establishment

No nationality or residency requirements, however directors of overseas companies will be required to verify their identity.

Not applicable for this jurisdiction. For S corporations, a foreigner who is not a U.S. resident cannot be a shareholder of an S corporation.

In general, the company is required to have at least 1 legal representative residing in Vietnam.

Further, if the company is conducting certain conditional business lines (eg, aviation), the nationality or residence of shareholders, directors and officers may be required.