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  • Form of entity

    Corporation (Sociedad Anónima or SA)

    Separate and distinct legal entity. Admits a minimum of 2 shareholders. Managed by a board of directors who are elected by the stockholders of the corporation.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Separate and distinct legal entity. Admits exclusively 1 shareholder. SAUs are not allowed to be incorporated or wholly owned by SAUs. Managed by a board of directors who are elected by the only stockholder of the corporation.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Separate and distinct legal entity. Admits 1 or more shareholders. Managed by a board of directors who are elected by the stockholders. Its incorporation and development are entirely digital.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Separate and distinct legal entity. Admits a minimum of 2 members and a maximum of fifty. Managed by a single manager or several managers with full powers who may act individually, or by a Board of Managers acting by majority, appointed by the members.

    Last modified 18 May 2023

  • Entity set up

    Corporation (Sociedad Anónima or SA)

    • 2 or more shareholders
    • The local management is in charge of a board of directors, which may have at least 1 member with no maximum number (at least 3 directors and 1 alternative director in case the company's capital stock exceeds ARS50 million). Directors shall last between 1 and 3 years in office, as provided in the bylaws. They may be re-elected. The majority of the board of directors must be composed of Argentine residents.
    • The president of the board is the legal representative of the company
    • Statutory auditor is optional. Mandatory if capital stock exceeds ARS50 million
    • Typical charter document: bylaws
    • Corporate Books: stock ledger, shareholders' meeting minutes, board of directors' meeting minutes and attendance records book
    • Should cash be paid out as consideration for the stock: only 25 percent must be paid up front, and the balance is paid within 2 years after that. When considerations for the stock are contributions in kind, the stock must be fully paid off at the time of subscription of the shares

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    • Only 1 shareholder
    • The local management is in charge of a board of directors, which may have at least 1 member with no maximum number (at least 3 directors and 1 alternative director in case the company's capital stock exceeds ARS50 million). Directors shall last between 1 and 3 years in office, as provided in the bylaws. They may be re-elected. The majority of the board of directors must be composed of Argentine residents
    • The president of the board is the legal representative of the company
    • Permanent control by government
    • Statutory auditor is mandatory (at least 1 regular and 1 alternate statutory auditor)
    • Typical charter document: bylaws
    • Corporate books: stock ledger, shareholders' meeting minutes, board of directors' meeting minutes and attendance records book
    • Capital stock shall be fully paid up upon execution of bylaws
    • SAUs are not allowed to be incorporated or wholly owned by another SAU

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    • 1 or more shareholders
    • The managers must be individuals, who may be appointed for an indefinite period. At least 1 director must be an Argentinean resident (provided that the Argentinian resident director is the legal representative of the company)
    • Statutory auditor is optional
    • Corporate books: carried by electronic means (stock ledger, minutes and attendance records book)
    • Should cash be paid out as consideration for the stock: only 25 percent needs to be paid up front, and the balance is paid within 2 years after that. When considerations for the stock are contributions in kind, the stock must be fully paid off at the time of subscription of the shares

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    • 2 or more members
    • The local management is in charge of single or several managers with full powers who may act individually, or a board of managers acting by majority. Managers may be appointed for an indefinite term. The majority of the board of managers must be composed of Argentine residents
    • The legal representative of the company may be a single manager. All managers or a president of the board of managers are entitled with full powers
    • Statutory auditor is optional. Mandatory if capital stock exceeds ARS50 million (at least 1 regular and 1 alternate member)
    • Typical charter document: bylaws
    • Corporate books: manager and quotaholders’ meeting minutes.
    • Should cash be paid out as consideration for the stock: only 25 percent must be paid up front, and the balance is paid within 2 years after that. When considerations for the stock are contributions in kind, the stock must be fully paid off at the time of subscription of the shares.

    Last modified 18 May 2023

  • Minimum capital requirement

    Corporation (Sociedad Anónima or SA)

    Minimum capital of SA is ARS100,000.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Minimum capital of SAU is ARS100,000.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Minimum capital of SAS shall be twice the national minimum vital and mobile wage established at the time of its incorporation (as of January 2023: ARS 95,700).

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    No minimum capital requirement.

    Last modified 18 May 2023

  • Legal liability

    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.

    Last modified 18 May 2023

  • Tax presence

    Sociedad Anónima (Corporation) and SRL (LLC)

    An SA, same as an SRL (LLC), is considered an Argentine resident for tax purposes and is obligated to pay taxes on income obtained worldwide, whether earned within Argentina or abroad. An SA may take the sums effectively paid abroad for analogous taxes for activities carried out abroad as a payment for taxes (within certain limits).

    Last modified 18 May 2023

  • Incorporation process

    Corporation (Sociedad Anónima or SA)

    File bylaws for registration with the Public Registry. An "urgent" registration process may be followed to obtain the company's registration and its tax ID within 20 business days, in case no observations are made by the Public Registry in the City of Buenos Aires.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    File bylaws for registration with the Public Registry. An "urgent" registration process may be followed to obtain the company's registration and its tax ID within 20 business days, in case no observations are made by the Public Registry in the City of Buenos Aires.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    File bylaws for registration with the Public Registry. There is an established form of bylaws and public notice that, if used, shall enable the registration of the SAS within 20 business days through digital means in the City of Buenos Aires.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    File bylaws for registration with the Public Registry. An "urgent" registration process may be followed to obtain the company's registration, its tax ID and corporate books within 20 business days, in case no observations are made by the Public Registry in the City of Buenos Aires.

    Last modified 18 May 2023

  • Business recognition

    Corporation (Sociedad Anónima or SA)

    Well regarded and widely used.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    This corporate type was introduced in Argentina in August 2016 pursuant the Argentine Civil and Commercial Code modification and is beginning to be used. Well regarded and widely used.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    This corporate type aims to be a more agile and economic alternative, both in its incorporation and in administration and management. Its incorporation and development are required to be entirely in digital form. However, some provinces or jurisdictions have restored the use of digital corporate documents for this type of company.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Well regarded and widely used. This is the type of company is usually preferred by foreign shareholders due to tax purposes.

    Last modified 18 May 2023

  • Shareholder meeting requirements

    Corporation (Sociedad Anónima or SA)

    Required to hold an annual meeting of shareholders to approve the financial statements of the company.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Required to hold an annual meeting of shareholders to approve financial statements of the company.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Required to hold an annual meeting of shareholders to approve financial statements of the company.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Required to hold an annual meeting of members to approve financial statements of the company.

    Last modified 18 May 2023

  • Board of director meeting requirements

    Corporation (Sociedad Anónima or SA)

    The board shall meet at least once every 3 months.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Periodical meetings of the board are not required.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Periodical meetings of the board are not required.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Periodical meetings of managers are not required.

    Last modified 18 May 2023

  • Annual company tax returns

    All corporations must annually file tax returns with federal and state tax authorities.

    Last modified 18 May 2023

  • Business registration filing requirements

    Corporation (Sociedad Anónima or SA)

    Initial registration is required, as well as annual filings (ie, financial statements of the company before the Public Registry and the Tax Authority). Every appointment or resignation of directors, change of domicile or bylaws' amendments must be filed with the Public Registry for registration.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Initial registration is required, as well as annual filings (ie, financial statements of the company before the Public Registry and the Tax Authority). Every appointment or resignation of directors, change of domicile or bylaws' amendments must be filed with the Public Registry for registration.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Initial registration is required, as well as annual digital filings (ie. Financial statements of the Company before the Public Registry and the Tax Authority). Every appointment or resignation of directors, change of directors, change of domicile or bylaws' amendments must be filed with the Public Registry for registration.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    Initial registration is required. Only SRLs which capital stock exceeds ARS50 million shall file their annual financial statements with the Public Registry. However, all SRLs must file their financial statements with the tax authorities.

    Last modified 18 May 2023

  • 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.

    Last modified 18 May 2023

  • Exit strategy

    Any corporate type shall file dissolution documents with the Public Registry.

    Last modified 18 May 2023

  • Annual corporate maintenance requirements

    Corporations and single-shareholder corporations must pay annual fee to the Public Registry.

    Last modified 18 May 2023

  • Director / officer requirements

    Not applicable for this jurisdiction.

    For more information on directors’ duties, see our Global Guide to Directors’ Duties.

    Last modified 18 May 2023

  • Local corporate secretary requirement

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Local legal or admin representative requirement

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Local office lease requirement

    In some circumstances, the Tax Authority requires evidence of the declared domicile.

    Last modified 18 May 2023

  • Other physical presence requirements

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Sufficiency of virtual office

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Provision of local registered address by law firm or third-party service provider

    A company must provide its registered address. In certain circumstances, a law firm office may provide the registered address until the local entity hires an office. In this case, the company is requested to move its registered office to its new location.

    Last modified 18 May 2023

  • 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.

    Last modified 18 May 2023

  • Nationality or residency requirements for shareholders, directors and officers

    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.

    Last modified 18 May 2023

  • Restrictions regarding appointment of nominee shareholders or directors

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Summary of director's, officer's and shareholder's authority and limitations thereof

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Public disclosure of identity of directors, officers and shareholders

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Minimum and maximum number of directors and shareholders

    Corporation (Sociedad Anónima or SA)

    • 2 or more shareholders
    • Board of directors, which must have at least 1 member with no maximum number requirement (at least 3 directors and 1 alternative director in case the company's capital stock exceeds ARS50 million)

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    • 1 shareholder
    • Board of directors, which must have at least 1 member with no maximum number requirement (at least 3 directors and 1 alternative director in case the company's capital stock exceeds ARS50 million)

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    • 1 or more shareholders
    • The managers must be individuals, who may be appointed for an indefinite period

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    • 2 or more members (within a maximum of 50 members)
    • The local management is maintained by a single manager, several managers with full powers who may act individually, or a board of managers acting by majority. Managers may be appointed for an indefinite term

    Last modified 18 May 2023

  • Minimum number of shareholders required

    Corporation (Sociedad Anónima or SA)

    At least 2 or more shareholders.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    Only 1 shareholder is admitted.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    At least 1 shareholder.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    At least 1 or more members.

    Last modified 18 May 2023

  • Removal of directors or officers

    Removal of directors or managers shall be approved by the shareholders meeting and then registered in the Public Registry.

    Last modified 18 May 2023

  • Required and optional officers

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Board meeting requirements

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Quorum requirements for shareholder and board meetings

    Corporation (Sociedad Anónima or SA)

    The Board makes decisions by a simple majority of directors present at the relevant meeting, with a quorum of an absolute majority of total number of directors, unless the company's articles provide for a higher quorum and majority.

    In case of annual or regular shareholders' meetings, the required quorum shall be constituted by shareholders representing the majority of the voting shares. If quorum is not reached, the meeting may be held at a second call. In this case, the meeting is duly constituted with any number of shareholders present. On the other hand, special meetings require the presence of shareholders representing 60 percent of the voting shares, unless the articles provide for a higher quorum. If quorum is not reached, the meeting may be held at a second call. In this case, the meeting is duly constituted with the presence of shareholders representing 30 percent of the voting shares, unless the articles provide otherwise.

    Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

    The board makes decisions by a simple majority of directors present at the relevant meeting, with a quorum of an absolute majority of total number of directors, unless the company's articles provide for a higher quorum and majority.

    In the case of shareholders' meeting, quorum is reached if at least 1 shareholder of the company is present.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    Meetings may be held physically or through digital means (ie, video or teleconference). Managers and members may call themselves to hold deliberations, with no need of prior notice. The management body's resolutions are valid as long as all members attend, and the majority as stated in the bylaws approve the agenda. Member's resolutions will be valid, provided that all partners attend and the agenda is passed unanimously.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    The board makes decisions by a simple majority of the managers present at the relevant meeting, with a quorum of an absolute majority of total number of directors, unless the company's articles provide for a higher quorum and majority.

    In case of annual or regular members' meetings, required quorum is constituted by the shareholders representing the majority of the voting shares. If quorum is not reached, the meeting may be held at a second call. In this case, the meeting is duly constituted with any number of shareholders present. On the other hand, special meetings require the presence of members representing 60 percent of voting shares, unless articles provide for a higher quorum. If quorum is not reached, a meeting may be held at a second call. In this case, the meeting is duly constituted with the presence of members representing 30 percent of voting shares, unless the articles provide otherwise.

    Last modified 18 May 2023

  • Must a bank account be opened prior to incorporation, and must the bank account be local?

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Auditing of local financials. If so, must the auditor be located in local jurisdiction, and must the company's books be kept locally?

    All companies must have at least annual financial statements audited. The auditor must be located in Argentina and the company's corporate and accounting books must be kept locally.

    Last modified 18 May 2023

  • Requirement regarding par value of stock

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Increasing of capitalization if needed

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Summary of how funds can be repatriated from your jurisdiction (ie dividends or redemption)

    When approving annual financial statements, shareholders' meeting may resolve to distribute dividends, which will be transferred to respective shareholders.

    Last modified 18 May 2023

  • Restrictions on transferability of shares

    Corporation (Sociedad Anónima or SA)

    No restrictions, unless otherwise provided in bylaws. Transfers are reported to the company and recorded in the Stock Ledger Book.

    Single-Shareholder Corporation (Sociedad por Acciones Unipersonal or SAU)

    No restrictions, unless otherwise provided in bylaws. Transfers are reported to the company and recorded in the Stock Ledger Book.

    Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

    No restrictions, unless otherwise provided in bylaws. Transfers are reported to the company and recorded in the Stock Ledger Book.

    Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

    No restrictions, unless otherwise provided in bylaws. Transfers shall be reported and registered with the Public Registry of Commerce.

    Last modified 18 May 2023

  • Obtaining a name and naming requirements

    Corporate name must contain the type of company it adopted. Name may be reserved before registering the company by paying and filing a form with the Public Registry, in case the chosen name is available.

    Last modified 18 May 2023

  • Summary of "know your client" requirements

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Approval requirements for amending charter document

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

    Last modified 18 May 2023

  • Licenses required to conduct business in jurisdiction

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Process of purchasing and utilizing a shelf company

    Not applicable for this jurisdiction.

    Last modified 18 May 2023

  • Key contacts
    Martin Mittelman
    Martin Mittelman
    Partner DLA Piper (Argentina) [email protected] T +5411 41145500 View bio
    Antonio Arias
    Antonio Arias
    Partner DLA Piper (Argentina) [email protected] T +5411 4114 5500 View bio
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Requirement regarding par value of stock

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Argentina

Not applicable for this jurisdiction.

Last modified 18 May 2023

Australia

Branch

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

Proprietary company

Shares of a proprietary company have no par value. The "issue price" is determined by directors at the time of issue, and whether a share is fully or partly paid is determined by reference to the amount of the issue price that has been paid to the company.

Public company

Shares of a public company have no par value. The "issue price" is determined by directors at the time of issue, and whether a share is fully or partly paid is determined by reference to the amount of the issue price that has been paid to the company.

Last modified 18 May 2023

Austria

Stock corporation (AG)

The statutory minimum par value of stock is EUR1.

Limited liability company (GmbH)

The statutory minimum par value per share is EUR70.

Last modified 29 Jun 2022

Bahrain

With Limited Liability (WLL)

No express provision.

Closed Shareholding Company (BSC(c))

The company's articles of association shall specify the nominal value of the share.

Foreign Branch (Branch)

No express provision.

Last modified 18 May 2023

Belgium

Public limited company (société anonyme/naamloze vennootschap)

Unless the articles of association or the decision concerning the issue of shares provides otherwise, the fractional value of all issued shares without nominal value and which are of the same class will be equal, regardless whether the shares are issued below, above or equal to the fractional value of the shares of the same class.

A detailed report on the transaction must be drawn up by the board of directors, which relates in particular to the issue price and the consequences of the transaction with respect to the membership and financial rights of the shareholders.

A report is drawn up by a statutory auditor or, in their absence, by a company auditor appointed by the board of directors, or appointed by an external auditor in the same manner, in which they declare that the financial statements and accounting data included in the report of the board of directors are true and sufficient to inform the shareholders meeeting that votes on the proposal.

Limited company (société à responsabilité limitée/besloten vennootschap)

As the limited company does not have any capital, the shares in a limited company have no par value or nominal value.

Belgian branch office of a foreign company

Not applicable as a Belgian branch office has no issued shares.

Last modified 18 May 2023

Brazil

Limited liability company (Sociedade Limitada)

The quotas of a Sociedade Limitada must have a determined par value established in the articles of organization.

Corporation (Sociedade Anônima)

Par value is not required.

Last modified 22 May 2023

Canada

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

For federal companies and most provincial and territorial companies, shares are issued without nominal or par value.

Last modified 2 Aug 2023

Chile

Not applicable for this jurisdiction.

Last modified 22 May 2023

China

Not applicable for the jurisdiction.

Last modified 22 May 2023

Colombia

There are no requirements.

Last modified 21 Dec 2022

Czech Republic

Limited liability company

The statutory minimum par value per share is CZK1.

Joint stock company

The statutory minimum par value of stock is not prescribed.

Last modified 30 Aug 2023

Denmark

Limited liability company (Kapitalselskab)

Stocks cannot be subscribed at a price below par.

Last modified 22 May 2023

Egypt

JSC

Minimum par value per share is EGP1 and maximum EGP1,000.

LLC

Quotas must be equal in value.

OPC

Single founder with all equity issued to be of equal value.    

Branch

Not applicable for this jurisdiction.

RO

Not applicable for this jurisdiction.

Last modified 30 Aug 2023

Finland

Osakeyhtiö (Oy)

Par value may be used but it is not mandatory.

Last modified 2 Aug 2023

France

Société par actions simplifiée (SAS)

There is no statutory minimum par value of stock.

Société à responsabilité limitée (SARL)

There is no statutory minimum par value of stock.

Société anonyme (SA)

There is no statutory minimum par value of stock.

Last modified 27 Jun 2022

Germany

GmbH – limited liability company

The registered nominal amount must be at least EUR1 per share and – in case of a higher amount per share – must be a full Euro amount.

Last modified 22 May 2023

Greece

Societe anonyme (S.A.)

Nominal value of each share may not be fixed at an amount lower than EUR 0.04 and higher than EUR100. The issue of shares below par is prohibited.

The issue of shares below par is prohibited.

Limited liability company (L.T.D.)

Not less than EUR1.

Private company (P.C.)

Not less than EUR1.

Last modified 30 Aug 2023

Hong Kong, SAR

Limited private companies

No par value.

Last modified 22 May 2023

Hungary

Private company limited by shares (Zrt.)

A par value (i.e., face value) and an issue price can differ for the same share. However, the share's issue price cannot be less than its par value.

Under applicable law it is also possible to issue no par value shares. 

Limited liability company (Kft.)

The capital contribution of each quotaholder must be at least HUF100,000 (USD265).

Last modified 4 Aug 2023

India

Private limited company

No minimum par value for private limited companies. Normally, used par value is INR 10 per share.

Last modified 22 May 2023

Indonesia

Limited liability company

Under the Indonesian Company Law, all shares must be issued with a par value or nominal value denominated in Rupiah, except for publicly owned companies that may issue shares without any par value.

Last modified 18 May 2023

Ireland

Private company limited by shares (LTD)

All allotted shares must have a fixed nominal value.  Shares must not be allotted at less than nominal value but may be issued at a premium.  There is no statutory minimum nominal value.

 

External company

Determined by the laws of the jurisdiction of incorporation.

Last modified 23 May 2023

Israel

Company

Nominal value is not required. However, when used the nominal value will generally not be lower than NIS0.01 per share.

Branch / representative office

Not applicable.

Last modified 23 May 2023

Italy

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

Not applicable for this jurisdiction.

Last modified 23 May 2023

Japan

Registered branch

Depends on the governing law.

Kabushiki-Kaisha (KK)

None.

Godo-Kaisha (GK)

None.

Last modified 13 Jun 2021

Luxembourg

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

Shares may be issued with or without nominal value. Shares with different nominal values may be issued.

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

Shares may be issued with or without nominal value. Shares with different nominal values may be issued. Special limited partnership (Société en commandite spéciale or SCSp)

Partnership interests may be represented by partnership units or interests.

Last modified 7 Aug 2023

Malaysia

Not applicable for this jurisdiction.

Last modified 30 Aug 2023

Mauritius

Any shares created or issued after the commencement of the Companies Act shall be shares with no par value.

With respect to a company applying for or holding a Global Business License or an Authorized Company or company applying as Authorized Company, shares at par value may be issued.

Last modified 24 May 2023

Mexico

S.A. de C.V.

MXN1.00, or shares may be non-par value shares.

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

MXN1.00, or a multiple of it.

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

MXN1.00, or shares may be non-par value shares.

Last modified 7 Aug 2023

Netherlands

Branch office

Determined by governing law of the head office.

B.V. (private company with limited liability)

The Minimum par value per share can be denominated in Euro or any other currency.

Co-operative U.A.

Not applicable. A co-operative does not have a capital divided into shares.

C.V. (a limited partnership)

Not applicable. A CV does not have a capital divided into shares.

Last modified 25 May 2023

New Zealand

Limited liability company

Shares of limited liability companies are not permitted to have shares issued at par value. The 'issue price' is determined by Board at the time of issue, and it must be fair and reasonable to the company and the existing shareholders except where all entitled persons agree otherwise. Whether a share is issued fully or partly paid is determined by reference to the amount of the issue price paid by the subscribing shareholder to the company.

Branch

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

Last modified 2 Aug 2023

Nigeria

Every company on incorporation is required to state the amount of its issued share capital and the division into shares and the par/nominal value of the shares. However, the law does not stipulate the minimum par value of the shares of a company; it is fixed at incorporation but may be changed by members’ resolution amending the Memorandum of Association.

Last modified 2 Aug 2023

Norway

The number of shares and the par value of the stock have to be at least equal to the minimum share capital of a private LLC and a public LLC.

Not applicable for partnership.

Last modified 18 May 2023

Peru

Not applicable for this jurisdiction.

Last modified 7 Aug 2023

Philippines

Generally not applicable.

Exception is a subsidiary where any or all of shares or series of shares may have a par value or have no par value as may be provided for in the articles of incorporation, except for banks, trust companies, insurance companies, public utilities and building and loan associations (not permitted to issue no-par value shares of stock).

Last modified 25 May 2023

Poland

The registered nominal amount must be at least PLN50 per share in limited liability companies and at least PLN0.01 per share in joint-stock companies and limited joint-stock partnerships.

Last modified 27 Jun 2022

Portugal

LDA. companies’ quota: at least 1 EUR par value; S.A. companies’ shares: at least EUR 0.01 par value (shares with no nominal value are also permitted).

Last modified 2 Aug 2023

Puerto Rico

Corporations

USD 0.01 or non-par value.

Limited Liability Companies

Not applicable for this jurisdiction.

Last modified 7 Sep 2023

Romania

Joint stock company (JSC)

  • Minimum nominal value per share amounts to RON0.1

Limited liability company (LLC)

  • Minimum nominal value per share – no minimum value

Last modified 25 May 2023

Russia

Joint-stock company (public and non-public)

The par value of all common shares of the company must be equal. The par value of the preferred shares must not exceed 25 percent of the charter capital of the company.

Limited liability company

Not applicable.

Last modified 27 Jun 2022

Saudi Arabia

Limited liability company

Shares have to be equal in value.

Last modified 25 May 2023

Singapore

Limited liability company

In Singapore, shares of a company have no par value or nominal value.

Last modified 28 Jun 2022

South Africa

Private and public companies

Companies incorporated on or after May 1, 2011 are only allowed to have no-par value shares (subject to exceptions only if required in terms of other legislation).

Pre-existing companies may have par value shares or no-par value shares, but they are not allowed to increase their number of authorized par value shares. If an increase in the number of authorized shares of a class with par value is required, conversion of such shares to no-par value must first be implemented.

External companies

Regulated by the foreign company's place of incorporation.

Last modified 30 May 2023

South Korea

Joint-stock company (Jusik Hoesa)

Minimum capital per share is KRW100; shares without par value may be issued, in which case shares with par value cannot be issued.

Limited company (Yuhan Hoesa)

Minimum capital per unit is KRW100.

Last modified 18 May 2023

Spain

Branch (Sucursal)

Not applicable (branches do not have stock).

Limited liability company (Sociedad Limitada)

There is no statutory minimum par value.

Joint-stock company (Sociedad Anónima)

There is no statutory minimum par value.

Last modified 7 Aug 2023

Sweden

None.

Last modified 31 May 2023

Switzerland

Stock corporation

The nominal value of a share must be larger than zero.

Last modified 31 May 2023

Taiwan, China

Company limited by shares

A company may issue either par value shares or no-par value shares.

Closely-held company limited by shares

A CHC may issue either par value shares or no-par value shares.

Limited company

Not applicable for this jurisdiction.

Branch office of a foreign company

Not applicable for this jurisdiction.

Last modified 7 Aug 2023

Thailand

Private limited company

Minimum par value of each share is THB5.

Public limited company

Minimum par value of each share is not specified. However, each share must be equal in value.

Last modified 31 May 2023

Turkey

Joint-stock company (JSC)

Nominal value of minimum KR1.

Limited liability company (LLC)

Value of any share cannot be less than TL25.

Last modified 31 May 2023

Ukraine

Limited Liability Company

The participation interest must have a fixed par value. Participation interest must not be allotted at less than par value. There is no statutory established minimum par value.

Private Joint-Stock Company

All shares must have a fixed par value. Shares must not be allotted at less than par value. The minimum par value of the share is UAH 0.01.

Last modified 14 Dec 2022

United Arab Emirates

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.

Last modified 7 Sep 2023

United Kingdom

Private limited company

All allotted shares must have a fixed par value. Shares must not be allotted at a discount to their par value but may be issued at a premium. There is no statutory minimum par value.

Limited liability partnership (LLP)

No statutory requirements. Requirements governed by LLP Agreement.

Registered UK establishment

Not applicable for this jurisdiction.

Last modified 31 May 2023

United States

For corporations, this will vary depending on the jurisdiction in which your corporation is organized. Some states, such as Delaware, require a par value. Other states, such as California, do not require any par value. For an LLC, par value is not required.

Last modified 28 Jun 2022

Vietnam

Generally, no requirement, except when listing a joint stock company where the par value of the stock offered for first-time sale to the public is VND10,000.

Last modified 31 May 2023

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