Amendments to bylaws in all companies must be approved by shareholders or members' meeting and then filed for registration by the Public Registry.

Branch

Not applicable – this is subject to the requirements of the foreign company's place of incorporation.

Proprietary company

Any changes to a company's constitution must be made by a special resolution (ie, passed by shareholders holding at least 75 percent of the voting shares).

Public company

Any changes to a company's constitution must be made by a special resolution (ie, passed by shareholders holding at least 75 percent of the voting shares). For a public company, a copy of the resolution must be lodged with ASIC within 14 days after the special resolution is passed.

Stock corporation (AG)

Any amendment requires the consent of the majority of the shareholders' meeting – usually 75 percent of the votes cast.

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

Any amendment requires the consent of the majority of the shareholders' meeting – usually 75 percent of the votes cast.

With Limited Liability (WLL)

Typically a resolution made in the general assembly of shareholders would be passed by the majority of shares represented in the meeting.

Closed Shareholding Company (BSC(c))

The approval requirements would be in accordance with that stated in the company’s articles of association.

Foreign Branch (Branch)

Not applicable.

Public limited company (société anonyme/naamloze vennootschap)

First meeting: Attendees of the extraordinary shareholders' meeting must represent at least half of the share capital, and 3/4 of the votes are needed. If attendance quorum is not reached a second meeting will be held.

Second meeting: No attendance quorum, but 3/4 of the votes are needed.

In case it concerns a change of the corporate object or its corporate purpose:

• First meeting: Attendees of the extraordinary shareholders' meeting must represent at least half of the share capital (and, if applicable, half of the total amount of profit certificates), and 4/5 of the votes are needed. If attendance quorum is not reached, a second meeting will be held.
• Second meeting: No attendance quorum, but 4/5 of the votes are needed.

Limited company (société à responsabilité limitée/besloten vennootschap)

First meeting: Attendees of the extraordinary shareholders' meeting must represent at least half of the total issued shares, and 3/4 of the votes are needed. If attendance quorum is not reached, a second meeting will be held.

Second meeting: No attendance quorum, but 3/4 of the votes are needed.

• First meeting: Attendees of the extraordinary shareholders' meeting must represent at least half of the total issued shares, and 4/5 of the votes are needed. If the attendance quorum is not reached, a second meeting will be held.

• Second meeting: No attendance quorum, but 4/5 of the votes are needed.

Belgian branch office of a foreign company

Any modification to, for example, the activities of the Belgian branch office must be adopted by the competent corporate body of the foreign company.

Limited liability company (Sociedade Limitada)

Any amendment to the articles of association depend on the approval of quotaholders representing over 1/2 of the company's capital.

Corporation (Sociedade Anônima)

As a general rule, a majority of shareholders must formally approve, in a shareholders' meeting, any amendment to the bylaws.

Corporate subsidiary

Typically, a corporation’s shareholders must approve, by way of a special resolution, any amendments to the articles of incorporation. Some changes to the articles require a mandatory vote of shareholders or even a separate class vote. Some changes to the articles may trigger an appraisal or dissent right.

Except regarding certain regulated industries and special corporations, no regulatory approval is required for amending charter documents.

Additionally, in special corporations, bylaw amendments must be authorized by the CMF (except when such amendment to the bylaws is only for the purpose of increasing the capital of the corporation) and, in public corporations, bylaw amendments shall be notified to the CMF.

For foreign-invested LLCs, amending charter document is subject to the registration with the AMR and information reporting to the MOFCOM (if applicable). Shareholder resolutions will be required for the applications.

General partnership (Sociedad Colectiva)

Through an ordinary or extraordinary partnership board meeting with majority vote.

Limited partnership (Sociedad en Comandita Simple y por Acciones)

Through an ordinary or extraordinary partnership board meeting with the vote of all managing partners and the vote of a plural number of limited partners or share limited partners that represent at least 1/2 of the company's capital.

Limited liability partnership (Sociedad de Responsabilidad Limitada)

Through an ordinary or extraordinary partnership board meeting with a positive vote of at least 70 percent of the partners.

Corporation (Sociedad Anónima)

Through an ordinary or extraordinary shareholders general assembly meeting with majority vote.

Simplified stock company (Sociedad por Acciones Simplificada)

Through an ordinary or extraordinary shareholders general assembly meeting with majority vote.

Limited liability company

The shareholders resolve on amendments. The resolution must have a majority of 2/3 of the votes of all shareholders. The resolution needs to be in the form of notarial deed.

Joint stock company

Shareholders resolve on amendments. The resolution must have a majority of 2/3 of present shareholders' votes. The resolution needs to be in the form of notarial deed.

Such requirements depend on the type of business the company is conducting.

Approval from GAFI and the FRA is required as applicable.

Osakeyhtiö (Oy)

Typically, a majority of 2/3 (qualified majority) of the votes cast as well as represented at the shareholders' meeting must formally approve any amendment of the articles of association. Some amendments, such as changes in the legal relationship between shares or restrictions on the right to transfer shares in the company, require approval by all of the shareholders affected.

Société par actions simplifiée (SAS)

The bylaws freely determine the quorum and majority criteria, it being specified that the amendments of some specific provisions of the bylaws such as the temporary non-transferability of shares (inaliénabilité des actions) must be adopted by an unanimous decision.

Société à responsabilité limitée (SARL)

For an extraordinary general meeting (mainly for any decisions which imply a change of the bylaws):

• If the company is incorporated before August 4, 2005, the amendments to the bylaws shall be decided by the shareholders representing at least 3/4 of shares
• If the company is incorporated after August 4, 2005, the amendments to the bylaws shall be decided by the shareholders representing at least 2/3 of shares.

Société anonyme (SA)

For an extraordinary general meeting (mainly for any decisions which imply a change of the bylaws), the amendments to the bylaws shall be decided by the shareholders representing at least 2/3 of the shares.

GmbH – limited liability company

The shareholders resolve on amendments. The resolution must have a majority of 3/4 of the votes cast. The articles of association can provide additional approval requirements. The resolution needs to be notarized.

Amended articles of association need to be filed with the commercial register.

Societe anonyme (S.A.)

Amendment of company's articles of association may be made according to the provisions of local legislation and its articles of association. Depending on the issue at stake, a resolution of the general meeting must be taken with absolute majority or with an increased majority of 2/3 of the votes casted in the general meeting.

Accordingly, the resolution of the general meeting, along with the amended and codified articles of association, are to be registered to the General Commercial Registry.

Limited liability company (L.L.C.)

Amendment of a company's articles of association may be made following a general meeting resolution, which is taken by a majority corresponding to the presence of more than 1/2 of the partners of the company representing at least 65 percent of total corporate parts (shares) of the company.

Accordingly, the resolution of the general meeting and the notarial deed of amendment of the articles of association are to be registered to the General Commercial Registry.

Private company (P.C.)

Amendment of the company's articles of association may be made following a general meeting resolution, which is taken by an increased majority of 2/3 of the total corporate parts. Concerning certain items provided for in the law, amendment of the company's articles of association may be made following a resolution of the administrator of the company.

Accordingly, the resolution of the general meeting, along with the amended and codified articles of association, are to be registered to the General Commercial 

Limited private companies

Generally, the Articles of Association can be amended by special resolution of shareholders.

A shareholders' or quotaholders' meeting may approve amendment to the articles of association of the Zrt. or Kft. Such approval requires a qualified majority (3/4 of the votes) by default of law, which can be increased (up to unanimity) or decreased (but not below a simple majority) in the articles of association of the company. The amended articles of association must be submitted to the Court of Registry to ensure that the public always has access to the up-to-date articles of association.

Private limited company

Both the board of directors and a majority of shareholders must formally approve any amendment to the charter documents.

Limited liability company

Amendments to the company's articles of association or data must either be approved by or notified to the MOLHR, depending on the item being amended. In addition, PMA companies may need to apply for approval from certain government institutions (if required under specific regulations) to change certain company information such as their name, line of business or capital contributions. Please also see the KSWP process discussed in “Annual Company Tax Returns.”

Private company limited by shares (LTD)

A special resolution of the shareholders (ie, approval of shareholders holding at least 75 percent of the voting rights in the company) must be passed in order to alter the constitution of the company.

External company

Determined by the laws of the jurisdiction of incorporation.

Company

The shareholders must approve any amendment by such majority as determined in the articles of association (simple majority, if not otherwise determined).

Branch / representative office

Not applicable.

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

The By-laws and the Deed of Incorporation can be amended with a quotaholder's/shareholder’s meeting to be held before the Notary Public.

Registered branch

Depends on the governing law of the foreign company.

Kabushiki-Kaisha (KK)

Special resolution of a shareholders meeting, which normally requires presence of a majority of shareholders and an approval of 2/3 or more of votes.

Godo-Kaisha (GK)

All members' consent is needed.

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

In principle, amendments to the articles of association of an S.à r.l. require a decision of the extraordinary shareholders' meeting (held in the presence of a Luxembourg notary), with shareholders representing 3/4 of the share capital of the company.

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

In principle, amendments to the articles of association of an SA require a decision of the extraordinary shareholders' meeting (held in the presence of a Luxembourg notary) where at least half of the share capital of the company is represented at the meeting with favorable votes of at least 2/3 of the votes cast.

Special limited partnership (Société en commandite spéciale or SCSp)

Unless otherwise provided in the limited partnership agreement, the approval of all partners is required to make amendments thereto.

Any amendment is passed by a majority of not less than 3/4 of the shareholders at a general meeting.

A company may alter its constitution by special resolution (ie, passed by shareholders holding at least 75 percent of the voting shares).

Once a resolution amending a constitution has been passed, the board must give notice of the alteration to the Registrar of Companies within 14 days of the amendment.

S.A. de C.V.

Through an extraordinary shareholders meeting.

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

Through a partners meeting.

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

Through an extraordinary shareholders meeting.

Branch office

Determined by governing law of the head office.

B.V. (private company with limited liability)

Any amendment to the Articles of Association of a BV requires a resolution of the shareholders meeting (with a majority prescribed in the Articles) and execution of a deed of amendment before a civil-law notary in the Netherlands.

Co-operative U.A.

Any amendment to the Articles of Association of a Co-operative requires a resolution of the general meeting of members (with a majority prescribed in the Articles) and execution of a deed of amendment before a civil-law notary in the Netherlands.

C.V. (a limited partnership)

The partnership agreement usually provides that it can be amended by all partners jointly.

Limited liability company

Any changes to a constitution must be approved by a special resolution (ie, passed by shareholders holding at least 75 percent of the voting shares being voted on the issue in person or by proxy or other such higher percentage as set out in the applicable constitution).

Branch

Not applicable, this is subject to the requirements of the overseas company's place of incorporation.

A shareholder’s special resolution is required to amend the constitutional document of the company. A company may, at a meeting of which notice in writing has been duly given to all members by special resolution, alter the provisions of its memorandum and articles of association with respect to the business or objects of the company, or other specific provisions. Where an alteration is made to the memorandum or articles of association of a company, the altered memorandum and/or articles of association must be filed with the companies’ registry within 15 days after the passing of the resolution. For companies regulated by the SEC, where there are any major changes in the company which could affect the information filed in respect of the company’s registration, same should be filed with the SEC. Some sector-specific regulations may also require notification to the relevant regulatory body where there is an amendment to a regulated company’s memorandum and articles of association.

Private LLCs

Amending the articles of association requires at least 2/3 majority of the votes and the share capital represented at the general meeting. Stricter requirements may be included in the articles of association.

Public LLCs

Amending the articles of association requires at least 2/3 majority of the votes and the share capital represented at the general meeting. Stricter requirements may be included in the articles of association.

Partnerships with unlimited liability

A resolution by the partnership meeting to amend the partnership agreement must be unanimous unless otherwise has been agreed in the partnership agreement.

Except regarding certain regulated industries, no regulatory approval is required for amending charter documents.

Subsidiary

Amendment of articles of incorporation: majority vote of the board of directors and vote or written assent of stockholders representing at least 2/3 of the outstanding capital stock, unless a higher vote is required under the bylaws

Amendment of bylaws: majority vote of the board of directors and vote of stockholders representing at least a majority of the outstanding capital stock, unless a higher vote is required under the bylaws

In a partnership, it is governed by the articles of partnership.

For branch offices, representative offices, regional/area headquarters or regional operating headquarters, in case of amendment of their articles of incorporation or bylaws in their home countries, copies of such amended articles of incorporation and bylaws must be submitted to the Philippine SEC within 60 days after the amendment becomes effective.  In case of change of name of the head office, the license to transact business in the Philippines must likewise be amended to reflect such change of name.

Corporations

A resolution of the shareholders' meeting (or general meeting in the latter cases) must be adopted. Amendments to articles of association (charter) become effective once they are entered in the business register.

Limited liability companies

A majority of 2/3 is necessary to pass an amendment to the articles of association (unless it pertains to amending the subject of business activity, in which case a majority of 3/4 applies). Such resolutions must be executed in the form of a notarial deed and registered in the business register to be effective.

Joint-stock companies

A majority of 3/4 applies to any and all amendments to the statutes. Such resolutions must be executed in the form of a notarial deed and registered in the business register to be effective.

Limited joint-stock partnerships

Changes to statutes must be agreed to by all the general partners and executed by means of a resolution of general meeting in a form of a notarial deed. Amendments become effective once they are entered in the business register.

Partnerships

An amendment to the articles of association of a partnership requires the consent of all the partners (with respect to professional partnerships and general partnerships) or all the general partners (with respect to limited partnerships) expressed by means of a partner's resolution. Any changes must be recorded in the business register.

Branches

Branches and representative offices do not have separate charter documents.

Amendments of bylaws are subject to a shareholders’ resolution. In case of multiple shareholders, the decision is taken by a 2/3 majority of the votes cast (unless the bylaws determine a higher decision majority), and provided that at least 1/3 of the share capital holders are present or represented at the relevant meeting.

Corporations

If the corporation has issued capital stock, its board of directors shall adopt a resolution setting forth the proposed amendment, declaring its advisability and either calling a special meeting of the shareholders entitled to vote for the consideration of such amendment or directing the proposed amendment be considered at the next annual meeting of the shareholders.

If the corporation has no capital stock, the governing body shall adopt a resolution setting forth the proposed amendment and declaring its advisability. If a majority of all the members of the governing body votes in favor of such amendment, a certificate thereof shall be executed, acknowledged and filed.

Limited Liability Companies

Generally, any approval requirements are set forth in the LLC's operating agreement.

Joint stock company (JSC)

Amendment of the articles of association is subject to approval by the extraordinary shareholders' meeting.

Limited liability company (LLC)

Amendment of the articles of association is subject to approval by the shareholders' meeting.

Joint-stock company (public and non-public)

Generally, a decision must be taken by the general shareholders' meeting (3/4 majority vote), except in the cases provided for in the law and in the charter.

Limited liability company

By the general members' meeting, generally with a majority vote, except in the cases provided for in the law and in the charter.

Limited liability company

Amendments have to be approved by a majority of shareholders representing at least 3/4 of the capital. However, amending the company's nationality and increasing shareholders financial obligations need a unanimous vote from all shareholders.

Limited liability company

A special resolution is required to be passed (being a resolution passed with not less than 75 percent of members present and voting and entitled to vote) for amending the constitution of the company.

Private and public companies

A company's MOI may be amended in compliance with a court order or if a special resolution to amend the MOI has been proposed by the board or shareholders. This will also depend on what is prescribed by the company's MOI regarding amendments.

External company

Regulated by the foreign company's place of incorporation.

Joint-stock company (Jusik Hoesa)

Amendment of AOI requires a special resolution of the general meeting of shareholders (see Quorum requirements for shareholder and moard meetings for quorum requirements for a special resolution).

Limited company (Yuhan Hoesa)

Amendment of AOI requires a special resolution of the general meeting of members (see Quorum requirements for shareholder and moard meetings for quorum requirements for a special resolution).

Branch (Sucursal)

Generally shareholders of a principal company must formally approve any amendment to bylaws. A branch does not have separate bylaws.

Limited liability company (Sociedad Limitada)

Generally the shareholders must formally approve any amendment to bylaws.

Joint-stock company (Sociedad Anónima)

Generally the shareholders must formally approve any amendment to bylaws.

Limited company (aktiebolag, AB)

Typically, a majority of 2/3 of the votes cast as well as represented at the shareholders' meeting must formally approve any amendment of the articles of association. Some amendments require approval by all shareholders present at the general meeting where they together represent not less than 9/10 of all shares in the company.

Trading partnership (handelsbolag, HB)

Typically, all partners must agree to change the written agreement.

Limited partnership (kommanditbolag, KB)

Typically, all partners must agree to change the written agreement.

Branch office (filial, Branch)

Not applicable for this jurisdiction.

Stock corporation

Generally, the shareholders' meeting must formally approve a resolution to any amendment to the articles of incorporation.

Company limited by shares

Any amendment to the company's articles of incorporation generally requires shareholders' meeting approvals.

Closely-held company limited by shares

Any amendment to the CHC's articles of incorporation generally requires shareholders' meeting approvals.

Limited company

Any amendment to the company's articles of incorporation requires approval of all members.

Branch office of a foreign company

Not applicable for this jurisdiction.

Private limited company

A shareholders' resolution to amend the charter document and filing of application with supporting documents for such amendment to the DBD are required. 

Public limited company

A shareholders' resolution to amend the charter document and filing of application with supporting documents for such amendment to the DBD are required. 

Partnerships

Not applicable for this jurisdiction.

No government authority approval requirement, apart from certain industries (eg, banking, insurance).

Limited Liability Company

Charter may be amended with the approval of shareholders holding at least 75 percent of the voting rights of the company, unless a different threshold is established by the charter itself, but no less than majority of votes.

Private Joint-Stock Company

Charter may be amended with the approval of shareholders holding at least 75 percent of the voting rights of shareholders present at the meeting.

LLC

Technically, approval of partners representing 75 percent of the capital is required to amend the LLC's memorandum, unless the memorandum provides for an additional numerical majority of partners. In practice, unanimous approval of the partners is required by the relevant licensing authority.

Branch

Not applicable for this jurisdiction.

FZ-LLC

Special resolution (majority of not less than 75 percent of the shareholders entitled to vote) required to amend the provisions of the memorandum and articles of association of the FZ-LLC but such amendment shall only take effect when accepted for registration by the relevant free zone.

FZ-Branch

Not applicable for this jurisdiction.

Dual Licensee Branch

Not applicable for this jurisdiction.

Private limited company

Articles of association may be amended with the approval of shareholders holding at least 75 percent of the voting rights of the company.

Limited liability partnership (LLP)

Requirements as per LLP Agreement.

Registered UK establishment

Not applicable for this jurisdiction.

Generally, a majority of shareholders must approve any amendment to the charter at a meeting or in writing. The threshold for shareholder approval may be set at a higher percentage in the charter.

Amendment of charter requires approval of the GSM (in the case of a JSC), the MC (in the case of a LLC2) or the member’s council or owner (in the case of an LLC1).