filing regulations - experian · filing regulations reporting and filing requirements vary ......

Filing regulationsCountry by countryExperian Business Express 2016

| Filing regulations: country to country 2016

Experian Business Express

Filing regulations: country to country 2016 |


Filing regulationsReporting and filing requirements vary from country to country and even state to state, or region to region. Availability of data also varies depending on the size and legal form of the company (sole proprietorships, partnerships, limited liability, etc.). Many of the official company registries are on the Web and some offer access to their database of companies completely free, or they may provide only basic information such as name and address free of charge with detailed data available on subscription at a cost.

“ The following information can be used as a guide to what is or isn’t available on a global basis.”

Contents

A - C ..................................................................................... 5

D - F ..................................................................................11

G - I .................................................................................... 16

J - L ................................................................................... 24

M - O ................................................................................ 27

P - R ................................................................................. 34

S - Z .................................................................................. 38



AlbaniaFiling requirements:

GmbH (public) and very large companies file accounts. Since 1994 AG (private) companies have also been required to file.

Accounts are filed at the Amtsblatt – Bundesanzeiger or Register Court.

AlgeriaFiling requirements:

SA, public limited companies are required to file.

AnguillaAnguilla Financial Services www.anguillafsc.com

You have to submit a request for information using the company search form. The information is then emailed to you usually within 24 hours. Company status, registration number and date of incorporation are provided free of charge. There is a fee for additional information.

ArgentinaFiling requirements:

All legal forms of companies must present financial statements to Inspección General de Justicia (IGJ), while companies that are listed on the Buenos Aires Stock Exchange are published in their newspaper and at the Comisión Nacional de Valores (CNV).

ArubaAnguilla Financial Services www.anguillafsc.com

You have to submit a request for information using the company search form. The information is then emailed to you usually within 24 hours. Com

AustraliaFiling requirements:

Sole Trader/Partnership/Corporate Partnership are not required to lodge financial statements.

Proprietary Limited companies are no longer required to lodge financial statements.

Large Proprietary Limited companies are required to lodge full financial statements to ASIC.



AustriaFiling requirements:

There is no central registry in Austria. All businesses register with a local Chamber of Commerce & Industry.

AG, EEG, GesmbH (This abbreviation is only used in Austria (not Germany or Switzerland)), GmbH, KG and OHG should all file accounts.

Each company limited by shares is obliged to disclose its ‘features of size’, namely balance sheet total, sales and number of employees. SMEs are not obliged to make their financial statements public. However, a recent change in legislation means more accounts are now available.

Partnerships are not obliged to lodge accounts.

Subsidiaries:

There are no official registries in Austria where foreign subsidiaries of companies are listed. Such information is only available from the company itself.

AzerbaijanFiling requirements:

Companies do not have to publish their accounts.

BahamasFiling requirements:


BahrainFiling requirements:


BelgiumFiling requirements:

Companies register at the local Commercial Court (Tribunal de Commerce or Tribunal Civil) but copies of documents are forwarded to a central archive, Centrale des Bilans of the Banque Nationale de Belgique. All limited companies must deposit a copy of their annual financial statements with the appropriate Tribunal: they include

• directors’ report

• balance sheet



• profit and loss account

• notes on accounting policies etc.

SA (Société Anonyme), NV (Naamloze Vennootschap), BV (Besloten Vennootschap), SPRL (Société Privée a Responsabilité Limitée) and PVBA companies all file accounts.

BermudaBermuda Registrar of Companies www.roc.gov.bm

You can browse the public register A-Z and view company name, registration number, date of incorporation and status. For additional information, if available, such as company name search you have to apply for an account.

Bosnia HerzegovinaFiling requirements:

All registered and active companies, regardless of legal form are required to file accounts and are filed at the Centralna Banka Bosne I Hercegovine.

BotswanaFiling requirements:

Some Prp. Ltd Private company limited by shares file accounts.

BrazilFiling requirements:

Public limited companies are required to file accounts. Most limited liability companies have to file accounts.

British Virgin Islands Filing requirements:

Companies do not have to file their accounts, its register of directors, register of members, register of charges or an annual return.

Other Information:

www.bvifsc.vg/AreaofSupervision/RegistryofCorporateAffairs/tabid/182/Default.aspx

This section of the British Virgin Islands (BVI) Financial Services Commission provides information on incorporating in the BVI.

There are no facilities for carrying o ???ut direct online searches for companies registered in the BVI but information can be obtained from the Registry of Corporate Affairs by filling in a form and on payment of a fee. Select “ International Search Request Form” at the bottom of the list of forms.



Alternatively, you could use a commercial search service such as BVI Company Searches at http://www.bvicompanysearches.com/

Information on filing and disclosure requirements for companies in the BVI are described in detail in the article Guiding You Through... Company Searches In The British Virgin Islands - Withers LLP - 03/04/2011.

British Virgin Islands Filing requirements:

Companies have to be entered into the commercial register kept with the relevant district court, where they can be viewed by the public. The electronic register is available at www.brra.bg, but only in Bulgarian.

All companies (AD – Limited Liability Co; EOOD Limited Liability Co with one shareholder; KD Partnership; KDA Partnership with shares; OOD Limited Liability Co at least 2 shareholders and min share cap of 2500 Euro) which match two of the following criteria are required to file accounts:

• Over 50 employees.

• Total assets over Euro 500,000.

• Turnover over Euro 1,000,000.

The amount of information filed is clearly specified by law but companies usually file only 6 to 7 balance sheet items. If in a given year a company does not meet 2 of the 3 criteria, it is unlikely to publish its accounts information.

Accounts are filed mainly in the press, national dailies, accountancy reviews, the internet and the Court Trade Register. It is difficult to track down every balance sheet as some are only published in the factories’ own newspaper.

Joint Stock companies in Bulgaria are required to publish their annual balance sheet in a newspaper and in a Court Trade Register

Late filing of accounts:

The compliance rate is very low as companies prefer to pay a fine in order to avoid publishing their financials. The requirements of submitting financials to the Court Trade Register commenced in 2002.

CanadaFiling requirements:

Public Companies are required to lodge financial statements.

The Canadian Business Services Centres contains information about registering a business and is organised by province/territory.



Cayman IslandsFiling requirements:


Channel IslandsFiling requirements:

Each of the islands have different filing regulations.

Jersey:

• Companies do not have to file accounts.

• Companies do not have to file directors details.

• Companies do file shareholders details.

Guernsey:

• Companies do not have to file accounts..

• Companies do file directors details (name and address).

• Companies do file shareholders details.

Guernsey Registry www.guernseyregistry.com/ccm/portal/

ChileFiling requirements:

Most Srl Limited Liability Companies file accounts.

ChinaFiling requirements:

All businesses in China have to register with the State Administration for Industry & Commerce (SAIC) local offices to obtain a business license to operate.

Businesses usually also register with at least one other government bureau (e.g. Ministry of Foreign Trade & Economic Cooperation for Chinese-Foreign Joint Ventures, Chinese Foreign Cooperative Ventures and Wholly-Owned Foreign Enterprises) which has administrative authority for that industry.

In China, there is NO central government registry of English names. The key and national language of China is Chinese, and therefore the Chinese script of companies is considered the ONLY legal entity, NOT English. The English name would not be a formally registered name, but rather a name which the Subject Business Entity uses for the purpose of business contact with non-Chinese speakers.



In China, a company can be registered in many different ways:

Registration can include, but not limited to:

• Registration with National authorities (Usually only 10% of entities).

• Registration with Province authorities (Usually 50% or more of entities).

• Registration with Capital city authorities (Usually 15% of entities).

• Registration with County or Towns or Industrial Park authorities (balance).

Hence the checking of legal registration is still quite a time consuming and complicated issue.

Both private and public limited companies are required to file their accounts.

CroatiaFiling requirements:

Private and public limited liability companies, general and limited partnerships and cooperatives have to file accounts to the State Authorities (State Register of Accounts) which was established in 2003.

Joint Stock companies (suffix d.d. Public companies) must publish at the end of the year.

It is not compulsory for other company types in Croatia to publish financial statements, however, these companies are all obliged to prepare financial statements and file them with the State by 30 April each year.

CuracaoCuracao Chamber of Commerce and Industry www.curacao-chamber.an

Free searchable registry of companies. Search by company name or registry number. Information on each company includes trade name, official name, registry number, address, legal form, date of incorporation, capital, directors.

CyprusFiling requirements:

It is compulsory for public companies to file accounts which are filed at Companies House and the internet. Private companies are not required to file. It is estimated that less than 5% of registered companies in Cyprus do publicly submit their financial accounts.



Foreign Companies

Registered Branches (in Cyprus) of foreign companies are not legally bound to submit full separate branch accounts.

Partnerships

Partnerships are exempt from the requirement to prepare audited accounts.

International Business Companies (IBC)

The term IBC refers to any legal entity whose beneficial ownership and main business activities lie outside of Cyprus, however trading within Cyprus will also be allowed. Being covered by the law of confidentiality, IBC companies may use nominee shareholders who are often Cypriot based lawyers, accountants or bankers, to hold the legal title in their share capital for beneficial owners and to act as directors. Until recently, beneficial owners were made known, only to the Central Bank of Cyprus that used to grant the permission for the company’s registration in Cyprus. After Cyprus’ accession in the EU this practice changed. Beneficial owners of an IBC are now known to the Lawyers/Auditors who affect the company’s registration.

Czech RepublicFiling requirements:

All companies in the Business Register, Limited Companies and cooperatives with equity over 20 million CzK or turnover over 10 million CzK have to file accounts at the Tax Office and Business Register Official Bulletin (Obchodny Vestnik). Companies can file either full or shorter financial statements in any year.

FormNumbers of partners / shareholders

Minimum and / or maximum capital

LiabilityRelease of financial documents

Private limited

company

Minimum 1 shareholder

and Maximum 50

shareholders

No minimum

capital

The responsibility of the associate

member is limited to the amount

contributed to the total capital.

n.c.

General

partnership

Minimum 2 and maximum

20 associate members

No minimum

capital

Each associate member is personally

and indefinitely responsible for the

debts and obligations of the company

n.c.

Limited

partnership

Minimum 2 and maximum

20 associate members.

No minimum

capital

At least one of the associate members

is personally and indefinitely

responsible for the debts and

obligations of the company, the other

members’ responsibility being limited

in nature

n.c.

Types of company registered in Cyprus



DenmarkFiling requirements:

All limited (A/S) and Private Limited companies (ApS) and Limited Partnerships by shares (P/S) must publish accounts at the Commercial Register/Company Registry (Companies House). Other company types with limited liability such as some limited and general partnerships and profit associations and foundations must publish accounts, with complex legal exceptions – if they don’t meet specific legal requirements, have specific ownership structures or fall below various accounting thresholds.

Newly registered companies:

A new limited company has a limit of 18 months to file their first trading accounts.

Established companies:

A limited company has to file the accounts right after the annual general meeting - up to 5 months after the ending of the accounts. For companies quoted at the stock exchange and state-owned companies there is a limit of 4 months.


If a company does not file their accounts within the time limit the Danish Commerce and Companies Agency have the right to make a compulsory dissolution.

Directors / Shareholders:

All companies have to register their directors if they have one. Some companies ex. private limited companies (ApS) can instead of a director have a board and then they have to register this board.

Regarding information about shareholders it is a bit more complicated. Only Limited companies (A/S) have to write the shareholders into the accounts if the shareholder keeps more than 5% of the share capital. For Private limited companies the share capital has to exceed 500,000 DKK before the company has to note the shareholders. Then there are some special rules for companies which are auditors - they also have to note all owners.

EstoniaFiling requirements:

Public A.S. and private limited companies O.U and cooperatives are required to file accounts at the Trade Register/Commercial Register. State owned Joint Stock companies are also required to file accounts.

Private entrepreneurs and representative offices of foreign companies are not obliged to file accounts.



Small companies have 6 months to file from the year end and large companies have 9 months to file.

Small to medium enterprises (SME)

To be a small company, at least two of the following conditions must be met:

• Annual turnover must be EEK 50 million or less.

• The balance sheet total must be EEK 50 million or less.

• The average number of employees must be 20 or fewer.

Large companies include:

• Public companies.

• Accountable companies with shares, primary capital certificates or bonds quoted on the stock exchange, an authorized market place or another equivalentlyregulated foreign market.

• Other accountable companies if regulations are set by the department.

Both SME and large companies must file:

• The abbreviated profit and loss account.

• The full balance sheet.

• A special auditor’s report.

• The directors´ report; and notes to the accounts.

All companies not claiming an exemption must file:

• A profit and loss account (or income and expenditure account if the company is not trading for profit).

• A balance sheet signed by a director.

• An auditor’s report signed by the auditor (if turnover is more than 10 mill EEK).

• A directors´ report signed by a director of the company.

• Notes to the accounts (only in Estonian).

• Group accounts (if appropriate).



FinlandFiling requirements:

All joint-stock companies and all cooperatives are required to file accounts at the Trade Register and published in the official gazette (Rekisterointihalligus). Also, Limited partnerships, partnerships and private firms, which meet 2 of the following 3 conditions:

• Turnover over Euro 7.30 million.

• Balance sheet total over Euro 3.65 million.

• Number of employees over 50.

If the company is a limited partnership, partnership or firm and the size has fallen below the limit values mentioned, the company is not obliged to file accounts.

If only 1 of the following 3 limit values is met, the company can file its accounts in a shortened form, in which no turnover or direct companies are shown:

• Turnover over Euro 3.4 million

• Balance sheet total over Euro 1.7 million

• Number of employee over 25


A new company can file their first accounts whenever they want. There is no rule regarding how short the first period can be. If they start the company in the autumn, then they can file their first accounts at the end of the year, and after that in each year end. Of course the period does not have to be a calendar year. It can be from March until the end of February next year. The maximum period however is 18 months.


The normal period within which the accounts have to be filed is 6 months from the end of the accounting period. This however means that if they are sent in June, we get most of them at the end of July – August due to the gap in delivery time from the Trade Register where they are filed. The register is somewhat slow when they all tend to come in at the same time. Public limited companies are faster. Their accounts may be in already by March – April.


There is no penalty or fine if the companies do not file even if they (according to the law) should.

Directors/Shareholders:

Regarding directors and shareholders, only the managing director and the board of



directors have to be registered at the Trade Register and when the company is new, also the founding shareholders. After this first registration however, no shareholders need to be and are usually not registered any more. It is up to the company if they tell us about the new shareholders. We collect them if we get them but you cannot find them in any other official register.

Auditors:

The Auditing Act was amended on 01/07/2007. According to the new Act, the companies, with which at most one value of the below-mentioned figures are met, do not have to appoint an auditor:

• Turnover = 200,000 euros

• Balance sheet total = 100,000 euros

• Number of employees = 3

If two of the above mentioned values are exceeded in the completed and the immediately preceding financial year, an auditor has to be elected.

The auditor has to be a Chartered Accountant (HTM, KHT or JHTT).

Lay accountants will no longer be accepted in the future (the transition time to replace a lay accountant to a Chartered Accountant is until 31/12/2011)

The Articles of Association has to be provided with a note concerning the release from the auditing obligation.

FranceFiling requirements:

All of these companies are required to file their accounts:

• Societe par Actions simplifiees (SAS)

• Société Anonyme (SA)

• Société en commandite par action (SCA)

• Société à responsabilité limitée (SARL)

• Entreprise unipersonnelle à responsabilité limitée (EURL)

• Société en nom collectif (SNC)

SA, SARL and EURL have to file accounts, but sometimes they prefer to pay a penalty rather than file them.

Accounts are deposited locally with the clerk of the commercial court i.e. within the region that a particular company is operating. These accounts are then



filed at the Institute National de la Propriet Industrielle. Also know as INPI.

It is public and fully funded under the Ministry of Economy, Industry and Employment. It grants patents, trademarks, designs and provides access to information on industrial property and businesses. It participates actively in the development and implementation of public policies in the field of industrial property and anti-counterfeiting.

Public Companies should file the following:

• Directors’ Report

• Balance Sheet

• Profit & Loss Account

• Notes To Accounts

• Auditor’s Report

Private Companies should file the following:

• Balance Sheet

• Profit & Loss Account

• Auditor’s Report

SARL’s are not compelled to have accounts audited unless they satisfy two of the following criteria:

• Shareholders Equity of over Euro 12 Billion

• Sales over Euro 12 Billion

• Average number of employees greater than 200

NOTE: The legal form of SNC (société en nom collectif), of which the partners are individuals, there is no obligation to file.

All SA and SARL should file but some do not when the figures are not good or for competition reasons.


The filing date of the first set of accounts is mentioned in the statutes of the company. The company can lodge its accounts 7 months after its first statement.

When a company is registered, it provides the shareholders and managers in the certificate of incorporation (except the SOCIETE ANONYME - they are not required to give them in the certificate of incorporation). The shareholder has to be named during the creation of the company. The alterations are mentioned on the note of the General Meeting and released in RC (Registry of Companies).



For directorships, the name of director has to be lodged in the BODACC and in the JAL during the creation and when there are alterations.

BODACC is the Official Bulletin of Civil and Commercial Announcements and is the electronic version of the official bulletin of civil and commercial advertisements published by the official journals. They publish acts recorded in the register of commerce and companies, the registration, cancellation, collective procedures and notices of filing of company accounts.

JAL stands for Journal d’Annonce Légales which is a legal gazette.

For the listed company, the subsidiaries are released on the Balo.

Balo = Bulletin des Annonces Légales et Obligatoires. It is a French official legal announcement publication.


A company has a delivery time of 6 to 7 months to publish its annual accounts. For example, a company whose fiscal year ends on 31/12/2007 should file its annual accounts at the latest in July 2008.


Should a company be late to publish its annual accounts, it has to pay a fine. The fine is set by the Infogreff.

Shareholders:

The JSC are not obliged to release any alteration in the shareholding and the agent often receives the shareholders after an investigation.

GeorgiaFiling requirements:

All companies must register with local District Court, Regional Tax Inspection Office, District Office of the Ministry of Interior and State Department of Statistics Office.

Proprietorships, Joint Liability Companies, Limited Partnership Companies, Limited Liability Companies, Stock Companies and Cooperative’s are required to file balance sheets.

GermanyFiling requirements:

There are 180 local commercial registers in Germany which offer excerpt from the commercial register in “paper form” (can be certified).

The “eBundesanzeiger” is a private database, authorised by the government to collect



data from the diverse registers and to offer the collected data via Internet to registered clients. Their product is only available online in electronic form.

Filing requirements:

The following German legal forms have to file their balance sheets. Aktiengesellschaft (AG)

• Gesellschaft mit beschränkter Haftung (GmbH)

• Kommanditgesellschaft (KG)

• Gesellschaft mit beschränkter Haftung & Co Kommanditgesellschaft (GmbH & Co. KG)

• All Banks and Insurance companies

In the past, only 10% of German companies have published balance sheets. Due to changes in the German Law (the new German Accounting Directives Act), a company must file its balance sheet within 12 months after termination of the fiscal year.

Since 01.01.2007 balance sheets (and profit and loss accounts) are filed with the “eBundesanzeiger”.

Until 31.12.2009 it was possible to submit the data in paper from, but now they have to be transmitted electronically. About 800,000 (compared to abt. 43,000 in the previous years) balance sheets are currently available and the number is increasing.

NOTE: If a company is included in the group accounts of its parent or ultimate parent company it can be exempt from publishing separate accounts. A corresponding publication will then be made at the “eBundesanzeiger”.

Information filed with the local Companies’ Register (after initial registration of the company):

• change of legal form

• change of capital

• change of proprietor,

• change of management

• board members

• power of attorney

• change of shareholders/partners (except for PLC’s)

• opening of insolvency proceedings

• liquidation/winding up of a company.



Since German companies are actually filing/publishing their balance sheets with the eBundesanzeiger, our agent no longer contacts companies for a copy of their balance sheets. There are now heavy fines for non-filing.

All relevant information received from Companies’ Registers, Trade registers, eBundesanzeiger, trade journals, etc. is immediately entered into our agents database. Once a year a full new investigation is conducted which includes the sending of a questionnaire to the company in question.

The agent does not contact companies every time they receive an order (German companies consider it as extremely obtrusive if they do so).

Shareholders:

Depending on the legal form for an “AG” the agent will indicate percentages and in the case of a “GmbH” they will indicate the amount.

Subsidiaries:

There are no official registries in Germany where foreign subsidiaries of companies are listed.

Such information is only available from the company itself.

Civil Law Partnership (GbR) (exempt from filing accounts)

A civil law partnership (Gesellschaft bürgerlichen Rechts, GbR) is defined as an association of individuals or enterprises united in the achievement of a joint contractual purpose. It is suitable for start-ups launching a business idea in cooperation with others.

Formation of a GbR is fairly uncomplicated. At least two partners must agree on the establishment of the GbR and conclude a partnership agreement. A written partnership agreement is recommended, but is not compulsory. The partners are jointly liable with their private assets for debts incurred by the company. If the GbR conducts trade in the form of a small trade business, it has to register with the local trade office. It must not be entered into the commercial register.

A GbR is only allowed to conduct “small trade business.” As soon as it achieves an annual turnover of over EUR 250,000 and a profit over EUR 25,000 it is deemed to be a commercial business and must be entered in the commercial register upon which it automatically becomes a general commercial partnership (Offene Handelsgesellschaft - oHG).

Late filing of company information (including accounts):

Fines can reach up to 25,000 EUR, but tend to be smaller.



Classification of Small, Medium & Large sized Limited Companies:

Small limited company or small limited with limited liability, company as general partner (*)

Total Assets < 4.015 million Euro

Annual turnover < 8.030 million Euro

Annual employees < 50

Time limit for disclosure: 12 months after balance sheet date

(4 months for quoted companies)

Data/documents to be disclosed:

- reduced balance sheet

- notes (without data regarding P&L)

- without P&L (only annual return)

- without annual report

- without financial statement usage

- list of participants

- list of MD’s and board members

- list of shareholders.

Medium sized limited company or medium limited with limited liability, company as general partner (*)

Total Assets < 16.06 million Euro

Annual turnover < 32.12 million Euro

Annual employees < 250




- balance sheet (special form)

- P&L (reduced)

- notes (reduced)

- annual report

- financial statement usage


- list of MD’s + board members

- list of shareholders

- audit certificate



Large limited company or large limited with limited liability, company as general partner (**)

Total Assets > 16.06 million Euro

Annual turnover > 32.15 million Euro

Annual employees > 250




- balance sheet

- P&L

- notes (full)

- annual report

- financial statement usage


- list of MD’s + board members

- list of shareholders

- audit certificate

GibraltarFiling requirements:

Please note, Gibraltar is a tax haven and companies are registered there for tax purposes. The information that can be obtained on companies registered in Gibraltar is limited to the details filed at the registry.

Although companies are required to file accounts, the vast majority do not so if accounts are available, they may be very old.

Requirements to file annual accounts in Gibraltar depend primarily on the size of the Company. All Gibraltar companies are divided into three groups.

For all private companies the relevant documents must be filed within 13 months of the end of the financial year. If the financial year end is the company’s first then the period allowed is the greater of 18 months from the date of incorporation or 13 months from the end of that financial year.



Filing Exemptions:

Small companies (if they don’t do business inside Gibraltar) do not have to appoint an auditor and have no obligation to submit audited reports.

GreeceFiling requirements:

Public (AE) and Private (EPE) limited companies are required to file accounts at the National Printing Institution/Official Gazette. Although private companies are required to file their accounts there is no obligation to make them public.

Shareholders:

Private limited companies are not obliged to publish anything regarding their shareholders details.

EE limited liability partnerships, OE Partnerships must also file accounts.

Hong KongFiling requirements:

All companies must register and file financial statements with the Companies Registry. The Companies Registry website outlines what information is available to the public, and how to access it. Further information about companies in Hong Kong can be obtained from ‘Chapter Two: Company Records’ of , produced by Chan Pui-king from the Journalism and Media Studies Centre at the University of Hong Kong.

Company type Not annual turnoverBalance sheet total

Employees (average)

Documents to be filed

Large Over £19.2 million Over £9.6 million Over 250 Full balance sheet, profit & loss account, notes,

directors’ and auditors’ reports.

Medium Over £19.2 million Over £9.6 million Up to 250 Same as above, except that the profit & loss

account may be abridged.

Small Up to £4.8 million Up to £2.4 million Up to 250 Abridged balance sheet only.

A company will qualify under the relevant category if at least two of the below apply:



HungaryFiling requirements:

All companies have to file accounts, except private enterprises. The companies have to send their accounts to the Ministry of Justice and to the Registry Court.

The accounts are partially standardised; the main points of the balance sheet are reported. The whole report has to be published in the newspapers. Companies at the stock exchange are obliged to publish.

Filing exemptions:

The one-person firms and the limited deposit companies do not have to send their accounts to the Ministry of Justice. Regulations depend on the legal form and the region.


Many companies do not file their accounts and if they do not file they must pay a penalty, but there is no control and punishing system, and therefore it does not work.


It is typical that companies provide their accounts only for the end of 31 May. Only those balance sheet reports must be filed which have been accepted by the owners/member’s meeting. Many companies wriggle out of the obligation if the owners do not accept it.

IcelandFiling requirements:

Companies that fulfil 2 out of the following have to file accounts at the Director of Internal Revenue:

• Total assets over 230ML ISK

• Operating revenue over 460 ML ISK

• Average number of employees over 50

Also, if their parent company has to file accounts.

The following have to file accounts:

• All Private companies (Ltd)

• All Public companies (PLC)

• Branches of foreign companies

• All cooperatives and sole proprietorships if two out of three applies to the companies, two years running



- Equity of ISK 230.000.000 or more

- Revenue of ISK 460.000.000 or more

- 50 employees or more

• Financial institutions

• State corporations

• Securities’ funds

Companies have 7 months to file accounts from their year end.

In general the filing requirements for Icelandic companies are the same - independent of the size and type of company (with one exception)

All companies not claiming an exemption must file:

• Full profit and loss account

• Full balance sheet

• Cash flow

• Auditor´s report

• Directors´ report

• Notes to the accounts

• Shareholders with more than 10% share must be listed

• Group accounts (if appropriate).

Exception

Companies that have not met two out of three of the following requirements two years running, have the right to file a condensed income statement:

• Equity of ISK 230.000.000 or more

• Revenue of ISK 460.000.000 or more

• 50 employees or more


Generally companies do comply with the legal obligation to file accounts.

In 2007/2008 more companies were filing their accounts.

As a direct result of the information provider for AMADEUS, Creditinfo (a leading Icelandic credit agency), has been successfully influencing the Icelandic legislation with the result of higher fines for late filing and more companies are now starting to file their accounts. Previously fines were low and poorly enforced, with the result that mostly out of date and ad hoc information was available.



IndiaFiling requirements:

No laws require private companies to release any information. Publicly traded companies are legally obliged to publicise their financial statements including annual and semi-annual performance summaries.

Annual Accounts

The Indian company law does not prescribe the books of accounts required to be maintained by a company. It, however, provides that the same should be kept on accrual basis and according to the double entry system of accounting and should be such as may be necessary to give a true and fair state of affairs of the company.

The Indian company law requires every company to maintain proper books of account with respect to the following:

• All sums of money received and expended and the matters in respect of which the receipt and expenditure take place

• All sales and purchases of goods by the company

• The assets and liabilities of the company

• In case of companies engaged in manufacturing, processing, mining etc, such particulars relating to utilization of material or labour or other items of cost.

The first annual accounts of a newly incorporated company should be drawn from the date of its incorporation up to the day not preceding the AGM date by more than 9 months. Thereafter, the accounts should be drawn from date of last account up to the day not preceding the AGM date by more than 6 months subject to the extension of the time limit in certain cases. The accounts of the company must relate to a financial year (comprising of 12 months) but must not exceed 15 months. The company can obtain an extension of the accounting period to the extent of 18 months by seeking a prior permission from the ROC.

The annual accounts must be filed with the ROC within 30 days from the date on which the Annual General Meeting (AGM) of the company was held or where the AGM is not held, then within 30 days of the last date on which the AGM was required to be held.

Books of accounts to be kept by company

Every company is required to maintain proper books of account with respect to all sums of money received and expended, all sales and purchases of goods, the assets and liabilities. Central Government may also specifically require the maintenance of certain additional particulars with respect to certain classes of Companies. The books of account



relating to eight years immediately preceding the current year together with supporting vouchers are required to be preserved in good order. Every profit and loss account and balance sheet of the company (together referred to as financial statements) is required to comply with the accounting standards issued by the Institute of Chartered Accountants of India. Any deviations from the accounting standards, including the reasons and consequent financial effect is required to be disclosed in the financial statements.

The responsibility for the preparation of financial statements on a going concern basis is that of the management. The management is also responsible for selection and consistent application of appropriate accounting policies, including implementation of applicable accounting standards along with proper explanation relating to any material departures from those accounting standards. The management is also responsible for making judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the entity at the end of the financial year and of the profit or loss of the entity for that period.

Annual Return

Every company having a share capital is required to file an annual return with the ROC within 60 days from the date on which the AGM of the company was held or where the AGM is not held, then within 60 days of the last date on which the AGM was required to be held.

Incorporating a Company:

The first step in the formation of a company is the approval of the name by the Registrar of Companies (ROC) in the State/Union Territory in which the company will maintain its Registered Office. This approval is provided subject to certain conditions: for instance, there should not be an existing company by the same name. Further, the last words in the name are required to be “Private Ltd.” in the case of a private company and “Limited” in the case of a Public Company.

http://www.legalserviceindia.com

IndonesiaFiling requirements:

The 280 stock exchange companies in Indonesia are obliged to publicise ownership, financial and business details. The law requires financial services firms, banks and insurance co’s etc to publish financial reports in the mass media.

Most PMA – foreign joint venture; PMDN Domestic Capital Investments Company and PT Limited Liability Co’s have to file accounts.



IrelandFiling requirements:

Depending on their legal form, small private companies only have to file an abbreviated balance sheet and, additionally, medium-sized companies an abbreviated profit and loss account.

Limited companies have 8 months after the date of the accounts to file at the registry.

Limited companies that file a ‘section 17’ are allowed to file their parent companies accounts and not their own.

IsraelFiling requirements:

Private companies

Israeli private companies are either limited by shares or by guarantee and may have between two to fifty shareholders. They may not offer their shares or debentures to the public, and any transfer of their shares is subject to a board approval. In addition, a private company is not obliged to publish a prospectus in order to issue securities, nor is it required to submit audited financial statements to the Registrar of Companies.

Public Companies

Israeli public companies must have a minimum of seven shareholders. Unlike private companies, they may offer shares and debentures to the public on the stock exchange by issuing a prospectus approved by the Securities Authority or through private placements if the offer is to thirty-five investors or less. They must file financial statements with the Companies Registrar, and, if their shares are listed on the stock exchange, they must also abide by the rules of the exchange and the laws relating to securities and the regulations promulgated by the Securities Authority. In addition, a public company must hold a general meeting of its shareholders at least once a year, at which its management report and audited financial statements must be presented. In those meetings, the shareholders can, inter alia, approve dividends, elect directors and appoint auditors. A company whose securities are traded publicly must include two independent non-executive directors on the board who serve as representatives of the public.

ItalyFiling requirements:

The following Italian legal forms have to file their balance sheets:

SPA (Società per Azioni) - Public Limited Liability Company

SRL (Società a Responsabilità Limitata) - Private Limited Liability Company

All limited liability companies must lodge a copy of its articles of association and a list of



its directors to the Register of Business Enterprises at the local court or ‘tribunale’. The annual financial statements have to be filed as well and these must include:

• Detailed directors’ report

• Balance sheet

• Profit and loss account

• Auditor’s report for all SpA and SRL companies with a capital of over 100 million lire.

• Consolidated accounts only have to be filed by quoted companies. These documents are open to public inspection at the local Register of Business Enterprises.

Deadline to file the accounts at the Registry: 1 month after the statutory accounts approval, i.e. if the year end is the 31st Dec, they have 4 months to close the accounts and approve them (approvazione bilancio da parte dell’assemblea dei soci).

Once the accounts have been approved, they have one month to file them to the registry.


If they are late in filing, there is a fine (the amount is variable)

JapanFiling requirements:

Public companies

Securities report must be filed to the Ministry of Finance.

Private companies

Disclosure of financial statement is company’s option.

Disclosure Requirements:

Japanese companies are required to disclose information on their financial results and operations under various laws and regulations, including the Commercial Code, Securities and Exchange Law, and the new Company Law. Stock exchanges also have separate disclosure requirements for listed companies.

As with most countries, these disclosure requirements mean that you can find considerably more information on publicly traded firms than private. The most detailed information appears in the Annual (Yuuka Shouken Houkokusho) and Semiannual Securities Reports (Hanki Houkokusho) that all public companies submit to the Ministry of Finance. These reports (often referred to as yuho filings) are similar in nature and scope to 10-K filings in the United States. While the term yuho is sometimes translated as “annual report,” this is misleading, as many Japanese companies also publish annual reports in Japanese and English. The latter are usually glossy brochures (or PDF files)



that contain only some of the information in a company’s yuho filings.

The Securities and Exchange Law requires companies to file no later than 3 months after the end of the company’s fiscal year. This requirement applies to all publicly traded companies (both on exchanges and over the counter) that have filed a Securities Registration Statement or have more than 500 shareholders. You can thus obtain detailed information on certain large privately held companies, such as Suntory and Fuji Xerox, from yuho filings.

In the past, these filings were only released in paper format and cost a lot. The Financial Services Agency of the Japanese Government now runs a system called EDINET (Electronic Disclosure for Investors’ NETwork) [http://info.edinet.go.jp] that is similar to the U.S. SEC’s EDGAR service. It went live in 2001 and became mandatory for publicly traded companies from June 2004. All information on the system is in Japanese. Many companies also put their annual and semiannual filings into the Investor Relations section on their Web sites.

JamaicaThe Office of the Registrar of Companies, Jamaica www.orcjamaica.com

Free search by company name or business name. Company name, registration number, industry sector and status are displayed free of charge. There is a fee for searches using other criteria, for example director or shareholder name, and for viewing more detailed information on a company.

KoreaFiling requirements:

In Korea, listed companies (Korea Stock Exchange, KOSDAQ, 3rd MarketOTC), IPO companies, government owned or operated companies and several big companies are required to lodge and disclose their financials to the public.

LatviaFiling requirements:

All companies except individuals with a turnover of less than Euro 82,000 are required to file accounts at the Tax Authority, Central Statistical Bureau, and the Commercial Register (for public access).

Other Information:Lursoft www.lursoft.lv

Provides information about all enterprises, public organizations and foreign company agencies registered within the territory of Latvia including their managers, shareholders fixed capital and annual accounts. The information is based on original documents of



the Register of Enterprises (RE). Main pages are in Latvian and English but the company information is in Latvian. Basic company information is free of charge. Priced service for more detailed information including accounts.

LebanonFiling requirements:

For a joint stock company (SAL) there is no legal requirement (according to local corporate law) for public disclosure of detailed financials.

Directors:

In Lebanon there is no legal requirement for public disclosure of Directors names by the local Statutory Authorities.

LithuaniaFiling requirements:

All types of companies are required to file their accounts every year at the State Tax Inspection (a closed database), the State Centre of registers (a closed database), and the Company’s Office.

LuxembourgFiling requirements:

All enterprises are listed in the commercial register (Registre de Commerce) or commercial courts (Administration de L’enregistrement et des domaines) and must publish their articles of incorp. in the official gazette.

All limited companies (SA, SARL) and the limited partnerships (SCA) are required to file Annual financial statements containing:

• Directors’ report

• Balance sheet

• Profit & loss account

• Notes to accounts

• Auditor’s report (unless a small firm)

• Allocation of profits as decided at AGM

These records are filed at one of the Commercial Courts (Tribunal d’arrondissement). Whilst companies must file and publish their annual accounts, the annual reports need not be published or submitted to the Registry as long as they are open to public



inspection at the company’s headquarters and a free copy is available.

Filing exemptions:

Medium-sized companies are not compelled to disclose their turnover and may file abridged profit & loss accounts, balance sheets and notes to the accounts. They are defined as meeting at least two of the three following criteria:

• Turnover of less than Lfr 640 million

• Gross assets of under Lfr 310 million

• No more than 250 employees

Small companies are only obliged to file an abridged balance sheet and their accounts do not have to be audited. They are classed as companies meeting at least two of the following criteria:

• Turnover of under Lfr 160 million

• Gross assets not exceeding Lfr 77 million

• Less than 50 employees

MacedoniaFiling requirements:

Companies are not required to file their accounts. However, some listed companies publish their balance sheets. Data is collected directly from companies and filed at the ZPP (Zavod za Platen Promet), a financial institution.

MalaysiaFiling requirements:

BHD and SDN public and private limited companies are required to file their accounts.

MaltaFiling requirements:

All companies must prepare an annual return in the prescribed format upon each anniversary of its registration. The return must be filed with the Registrar of Companies within 42 days after the date to which it is made up. A payment between EUR100 and EUR1,400 depending on the authorised capital is to be submitted along with the return.

Companies are also required to file a copy of the annual accounts. These must generally be accompanied by a copy of the auditors’ report thereon, and the directors’ report. The annual accounts must be filed within 10 months from the end of the financial year, with a grace period of 42 days.



The format of the accounts to be submitted depends on the size of the company. Small companies may draw up abridged balance sheets and abridged layouts of profit and loss accounts. A small company is a company which on its balance sheet dates does not exceed the limits of two of the three following criteria:

• balance sheet total: EUR 2,562,310.74;

• turnover: EUR 5,124,621.48

• average number of employees during the accounting period: 50.

Private companies which on their balance sheet date do not exceed the limits of two of the three following criteria:

• balance sheet total: EUR 46,587.47

• turnover: EUR 93,174.94

• average number of employees during the accounting period: 2; shall be exempted from the requirements concerning, auditing of accounts and such companies may, draw up abridged balance sheets and abridged layouts of profit and loss account and abridged notes to the accounts.

MexicoFiling requirements:

BHD and SDN public an

MoldovaFiling requirements:

The following types of business are required to file accounts at the territorial financial authority, National Securities Commission or the Central Bank of Moldova:

Investment Funds; Fiduciary Companies; Management Funds; Independent Registrars; Brokers, The Stock Exchange Depository, Auditing Companies; Security Advisors & Dealers; Open Joint Stock Companies; Closed Joint Stock Companies; Joint Ventures (authorised capital comprises both foreign and domestic investment); Trusts; Sole Traders; Branches of Foreign Companies; Limited Liability Companies.

Open Joint Stock companies should publish their annual financial statements in a newspaper.


Companies are obliged to abide by the law relating the format and timing of submission of information. However, many companies decide not to file any information as sanctions from the National Commission are rarely initiated.



MontenegroFiling requirements:

All registered and active companies, regardless of legal form (Ltd., Joint Stock company, Public or State company, Cooperative society, Limited Partnership, General Partnership, Socially owned company) and size have to file accounts at the Payment Traffic Service of the National Bank.

MoroccoFiling requirements:

Under Moroccan law, the primary types of corporate structures available are: limited liability companies; private limited companies; limited partnerships with shares; general and limited partnerships; and joint-ventures, all of which generally conform to Western company forms of the same nomenclature. The two most widely used are the SA and the SARL, as described below.

Limited Liability Company

Limited liability companies (SA) must have a minimum of five shareholders who can be either legal entities or individuals. As with traditional limited liability companies, the shareholders’ liability is limited to the amount of share equity the shareholder holds. Upon incorporation of the limited liability company, a quarter of the equity capital must be paid in advance if paid in cash contributions. If it is paid in contributions in kind, it must be fully paid upon incorporation. Both bearer and registered shares may be issued by the limited liability company. The minimum share value is 50 MDh. The company has no corporate name but a trade name, and there are generally no restrictions on the sale and transfer of shares to third parties.

Private Limited Company

The private limited company (SARL) is an intermediate type between associations of persons and of capital, bearing resemblance to both partnerships and share companies. It is always a trading company, regardless of its corporate name and its minimum equity capital is 10,000 MDh. It may be formed by two or more members who are only liable to the amount of their share of the equity capital in the company. Unlike a general partnership, members of a private limited company do not need to be registered merchants. The private limited company must file a memorandum of association as part of its incorporation process. The capital stock has to be fully described and paid up as the company is formed. Stocks shall have the same face value and are not negotiable; they may be transferred only through contracts. “Parts Sociales” may be transferred to third parties outside the company only with the co-associates’ consent.

General Partnerships

In a general partnership, the partners are jointly and severally liable, without limitation,



for the debts of the partnership. Partners may be individuals or corporations, however, they do have to be registered as merchants. There is no restriction on participation by foreign individuals or corporations in general partnerships.

Limited Partnerships

In a limited partnership at least one partner must have unlimited liability while the others have limited liability. A partner whose liability is limited may not take part in the management of the partnership. Limited partnerships are relatively rare in Morocco.

Limited Partnership with Shares

This corporate form is essentially a joint stock company wherein the capital is divided into shares to be held by active and inactive partners. There must be at least one active partner who has unlimited liability with regard to the debts of the entity, and three inactive partners who are liable only to the extent of their shares in the equity capital. The limited partnership with shares is operated by the active partners or by external managers. The governing body is a board of trustees composed of at least three of the inactive partners.

Joint Ventures

A joint venture does not have a separate legal personality, and its existence is not normally disclosed to third parties, except to the tax authorities. Joint ventures are used for financial syndicates or to undertake specific construction contracts.

Branch Offices

The branch affiliate or subsidiary of a foreign corporation is regarded as a separate legal entity. The Moroccan branch, however, has to disclose certain details regarding its parent-company, its representatives and its delegated powers. When registering a branch in Morocco, the foreign parent-company must submit its articles of incorporation along with the incorporation documents of the branch.

Sole Proprietorships

Foreigners may establish in Morocco sole proprietorships. In a sole proprietorship, the business is conducted under the responsibility of an individual personally liable for the debts of the business to the extent of all business and personal assets. The business must be registered with the Commerce Registry and with the tax authority.

NetherlandsFiling requirements:

The annual accounts of more than 525,000 BV’s and NV’s can be requested from the Chamber of Commerce. There are 21 regional Chambers of Commerce.



Setting up a Netherlands BV

A Netherlands BV must be incorporated by notarial deed and requires a “Declaration of Non-Objection” from the Dutch Ministry of Justice. There are several documents needed to obtain the declaration. Information given to the Ministry is not a matter of public record but sole shareholders and all directors are a matter of public record and will be listed at the Dutch Chamber of Commerce.

The details of the company as well as documents regarding the shareholder must be given to the notary who will register the company. Under Dutch law, the registration process must be handled by a Dutch notary and approved by the Dutch Ministry of Justice. Once the notary has been given all the necessary documents and details, he can immediately register the company as a BVi.o. (in registration process). The BVi.o. can, from that moment on, operate as a normal business. The major difference between a BVi.o. and a BV is that the BVi.o. does not have limited liability during this formation period. The length of the registration process (once the B.V.i.o. is established) depends on the agenda of the Ministry of Justice and normally takes between 3 and 8 weeks.


Every company must prepare annual accounts every year. Some companies are also required to submit these accounts for inspection at the Chamber of Commerce within 13 months, a process known as ‘filing’. This means that anyone may consult these annual accounts. NOTE: There is no central registry in the Netherlands.

Companies which must file accounts:

• BV’s (whether active or not)

• NV’s (whether active or not)

• Co-operatives

• Mutual insurance societies

• Banks

• The VOF and CV (only if all managing partners are foreign equity partners)

• Foreign legal entities with offices in the Netherlands (if they are required to publish their annual accounts in the country of incorporation)

• Companies formally registered abroad

• Associations and societies with business activities and a net annual turnover in excess of two million euros in two consecutive accounting years.



Filing exemptions:

Some companies are not required to file their annual accounts for inspection:

• Sole proprietor businesses, VOF, CV

• Associations and societies which either have no business activities or whose business activities generate less than two million euros net turnover

• Companies which are not registered in the trade register such as partnerships and governmental bodies

• Group companies whose parent company files consolidated accounts. Instead of the annual accounts, the subsidiary company must file a statement of agreement and declaration of liability. The parent company must file annual accounts on behalf of the whole group.

• Companies which have only existed for a short time and have not yet operated throughout an entire accounting year

• Companies with a so-called ‘extended first accounting year’. An extended accounting year may not exceed a 24-month period and is only possible during the first year following incorporation or following amendment to the articles of association.

• Foreign companies (not companies formally registered abroad) which do not have to file accounts in their country of incorporation.

How promptly must accounts be filed?

The accounts must be drawn up within 5 months; this period can be extended by a further 6 months. If the annual meeting has not approved the accounts, management has to file them within 2 months.

The annual accounts contain a range of information. The larger the company, the more information it has to publish. The annual accounts comprises of:

• Balance sheet

• Profit and loss account

• Notes

A small legal entity is only required to file a limited balance sheet and notes with the Chamber of Commerce.

A middle-sized legal entity must file a profit and loss account in addition to the balance sheet, together with simplified versions of the annual report and auditor’s report.

A large legal entity must file the same documents as a middle-sized one, except in more detailed form.

Processing the annual accounts:

The annual accounts received by the Chamber of Commerce are checked for:



• Their source (have the annual accounts been supplied by the legal person?)

• Signature

• Notification of date of adoption or approval

• Completeness (are all sections present?)

The Chamber of Commerce does not carry out any investigations into content; the checks are limited to matters which are apparent at first sight.

Archiving:

Once the annual accounts have been received for filing by the Chamber of Commerce, they are entered into the trade register computer. A hard copy and and/or a digital version are also kept. The Chamber of Commerce will keep the annual accounts on file for seven years.

Publication:

The Staatscourant (Gazette) is notified once the annual accounts have been filed. The European Company Guidelines determine what information is required to be published in the press. In the Netherlands, publication in the Staatscourant constitutes the fulfilment of this statutory requirement. The associated costs are paid by the company.


A company which is required to file annual accounts must do so on time.

Period: thirteen months

The Chamber of Commerce operates on the principle that all documents must be received no later than thirteen months after the end of the accounting year in question, although statutory provision is also made for all sorts of other dates.

Economic offence:

If a company is really late (more than ten days following the thirteen month period), then sanctions can follow in respect of this ‘economic offence’.

The Economic Investigation Service may institute an investigation. This could result in sanctions being imposed by a judge, involving a fine which is usually not very high.

Directors’ and officers’ liability:

If a company is declared bankrupt, failed to file accounts or did so too late in the three years leading up to the bankruptcy, then it is likely that the directors of the company will be held personally liable for all of the debts which the insolvent company is unable to



pay. There is a fine but not frequently and not very high.

Only a 100% shareholder must be registered.

New ZealandFiling requirements:

Sole Trader & Partnership

There is no requirement to register name or to lodge annual accounts at the Companies Office. Only filing requirements are private requirements in respect of GST and income tax with the Inland Revenue Department.

“Private” Limited Company

Private Companies are not required to lodge audited financial accounts unless they fall under the following categories:

• The subject is a branch of an overseas company

• If 25% or more of the voting power is controlled by a company incorporated outside New Zealand, or by a person resident overseas.

• The subject is a subsidiary of a company incorporated outside

“Public” Limited Company

Publicly held companies may be listed via the primary board of the New Zealand Stock Exchange or listed on the secondary board of the Stock Exchange. Those companies which have primary board listing are required to lodge Financial Accounts with the Stock Exchange within 75 working days of the close off date for that period. Interim period accounts need not be audited however full year accounts must be audited. Audited Annual Accounts must also be lodged at the Companies Office. For those companies with a secondary board listing there is no requirement to lodge any accounts at the Stock Exchange, however audited Annual Accounts must be lodged with the Companies Office.

Trustee Companies

Only trustee companies which are regulated by the Trustee Companies Act 1967 are required to lodge an Annual Return at the Companies Office which details shareholders, directors, registered offices together with audited Financial Accounts. However the vast majority of trusts are not regulated by the Act and there are no filing requirements. A trading trust however, is where a company acts as the trustee and it must lodge an Annual Return at the Companies Office which details shareholders (the beneficiary), directors and registered offices. A Trust which is formed for charitable purposes is governed by the Charitable Trusts Act 1957 and must lodge an Annual Return.



Building Societies

These are required to lodge an Annual Return at the Companies Office which details shareholders, directors, registered offices together with audited Financial Accounts if that Society is an issuer of securities under the terms of the Financial Reporting Act 1993.

Friendly Societies & Credit Unions

These have no filing requirements except for incorporation number and registered office. Audited Financial Accounts must be available to any person with a financial interest at the registered office.

Incorporated Society

The society is required to lodge registered office, any amendments to the Trust Deed and Annual Financial Statements. They are however not allowed to undertake any operations for financial gain.

Government Owned

Stated Owned Enterprises (SOE’s), Local Area Trading Entities (LATE’s), District Health Boards and Ministries. SOE’s are governed by the State Owned Enterprises Act 1986 and are usually structured as a company, so must lodge an Annual Return which details shareholders (shares held Ministers of Parliament on behalf of the Crown), directors and registered office, but no audited Financial Accounts. Other government owned entities have no filing requirements and are formed by an Act of Parliament. However, under the Public Finance Act 1989, every public body must publish its Audited Financial Accounts.

Trading Style

There is no provision to register a trading style in New Zealand. A name may be registered as a trade mark with the Intellectual Property Office of New Zealand. Registering a company for name protection purposes will only prevent another company being registered under that specific name or others that are nearly identical.

NorwayOnly public and private companies have been required to file their accounts, though this is under review. The Register of Company Accounts ‘collects annual accounts, including the auditor’s report, from all private and public limited companies, savings banks, mutual insurance companies and petroleum enterprises.’


If they are registered at the central register before 1st July the first year, they must deliver an annual account by 1st August the year after. If they are registered after 1st



July it will be 1st August the year after. The annual account will then cover more than 12 months.


Established companies have to file their accounts by 1st August – this is the law, but if a company delivers an annual account electronically, The Central Register will accept a delay until 1st September without giving a fine.

In fact the annual account should be delivered 1 month after the General meetings approval of the accounts and the General meeting must approve within 6 months after the finance year ended. In Norway there are only a few companies who have exception to have any other finance year other than 01/01 – 31/12. Most of the companies with this type of exception are owned by a foreign company like Experian (01/04 – 31/03).


There are expanding fines; if the accounts are not delivered around May the year after the company will be dissolved.

Directors/Shareholders:

Regarding the company act, Limited companies have to register the managing director, chairman, members of the board and an authorised public accountant. They also have to register their ‘registered share capital’ which in Norway has to be at least NOK 100,000 (around £9,000). They also state owners down to 20% share in the board’s statement in the annual accounts once a year.

PakistanRequirements after incorporation:

Private companies

The number and names of first directors are required to be determined by the majority of subscribers of memorandum in writing and until so determined all the subscribers of the memorandum who are natural persons shall be deemed to be directors of the company. The appointment of first directors is required to be notified to the registrar concerned on Form ‘29’ within 14 days from the date of incorporation. The first election of directors is required to be held at the first Annual General Meeting of the company and subsequently after every three years. The directors so elected are to hold office for a period of three years. However, casual vacancy occurring on account of death, resignation or removal of any director may be filled up by the other directors for the remainder period of the term.

Directors of every company are required to appoint the first chief executive no later than fifteen days from the date of incorporation and thereafter within fourteen days from the date of election.



The first auditor is required to be appointed by the directors within sixty days from the date of incorporation and thereafter in each AGM of the company.

A single member company is also required to appoint a company secretary within fifteen days of incorporation or of becoming a single member company or of the office of company secretary falling vacant and notify such appointment on Form 29 within fourteen days of the date of such appointment.

Any appointment, election or change in the Directors, Chief Executive, Auditors, Chief Accountant, legal adviser etc is required to be notified to the registrar concerned on Form ‘29’ within 14 days of the said election, appointment or change. (Section 205)

A company is required to notify the registered office of the company on Form-21 within 28 days from the date of its incorporation. This form is normally submitted with the registration documents to facilitate communication. Change of registered office is also to be notified on the same form within the same period. (Section 142)

A private company may commence its business immediately after its incorporation.

First Annual General Meeting (AGM) of the company is required to be held within eighteen months from the date of incorporation and subsequent Annual General Meetings are required to be held once at least in every calendar year, within a period of four months following the close of its financial year and not more than fifteen months after holding of its last preceding AGM. (Section 158)

Directors of every company are required to lay before the company in its AGM audited balance sheet and profit and loss accounts in case of first accounts since the incorporation of the company; and in any other case since the preceding account, made up to a date not earlier than the date of the meeting bymore than four months. (Section 233)

Annual return on prescribed Form ‘A’ is required to be filed with the registrar concerned once in each year made as on the date of Annual General Meeting, where no such meeting is held, on the last day of the calendar year. (Section 156)

In case of increase in paid-up capital, the company is required to offer new shares to the existing shareholders and the offer is required to be accompanied by a circular issued under section 86(3) to all the shareholders strictly in proportion to the shares held by them. On the allotment of shares, return of allotment on Form ‘3’ is required to be filed with registrar concerned within 30 days from the date of allotment of shares. Partly paid shares are not allowed to be issued at all. (Sections 73 & 86)

The company is required to issue share certificates to its shareholders within 90 days from the date of allotment or within 45 days after the date of filing of application for registration of transfer of shares. (Section 74)

Particulars of every mortgage or charge created by the company on its property or undertaking and every modification therein or satisfaction thereof are required to be filed and registered with the registrar concerned within 21 days after the date of its creation, modification or satisfaction. (Sections 121, 129 & 132)

In case of death of single member of a Single Member Company, the nominee director of SMC is required to inform the registrar concerned of death of the single member, provide



particulars of the legal heirs and in case of any impediment report the circumstances seeking the directions in the form as set out in Form S3 within seven days of the death of the single member.

The decisions taken by the single member or sole director in the meeting of director and member of a Single Member Company are required to be drawn up in writing and recorded in the minute’s book by the company secretary.

Public companies

All the requirements meant for private companies given at above are also applicable to public companies. However, the listed companies are also required to file list of members on floppy diskette to the Commission and the associations are required to file with the registrar concerned annual return on Form ‘B’ instead of Form ‘A’.

Company is required to file a list of Directors and consent of Directors and Chief Executive within 7 days of the incorporation and thereafter before the election/appointment of Directors and Chief Executive on Forms 27 & 28.

Company shall be entitled to commence its business after obtaining commencement of business certificate from the registrar concerned. (Section 146)

Statutory meeting is required to be held within a period of not less than three months but not more than six months from the date at which the company is entitled to commence business. A statutory report is required to be circulated to the members and five copies thereof certified in the prescribed manner are required to be filed with the registrar concerned, at least 21 days before the date of Statutory Meeting. A private company which converts itself to public company after one year of incorporation is not required to hold such statutory meeting and issue such statutory report. (Section 157)

Two copies of the audited balance sheet and profit and loss accounts signed in the prescribed manner are required to be filed by public companies with the registrar concerned within 30 days from the date of their AGM. (Sections 233 & 242)

Every listed company is required to file three copies of audited balance sheet and profit and loss accounts to the SECP, Stock Exchange and the registrar at the time of sending the notice of AGM to the members as well as within 30 days of holding the Annual General Meeting.

Return containing beneficial ownership of listed securities and change therein on Form 31 and Form 32 are required to be filed with the Registrar concerned and the SECP.

A listed company is also required to appoint a company secretary.

PanamaRegistro Público de Panamá www.registro-publico.gob.pa

The Public Registry for incorporations of Companies and Foundations in Panama. There is a searchable online register but only in Spanish. Click on the white box “Consulta



Registral”, which is towards the bottom of the page, and you will then be taken to the register which is currently at https://www.registro-publico.gob.pa/scripts/nwwisapi.dll/conweb/prinpage

PhilippinesFiling requirements:

Private and Public companies are required to file accounts (failure to do so is common).

PolandFiling requirements:

All companies registered at the National Court Registry (KRS), except for general partnerships that don’t reach an annual turnover of Euro 800,000, are required to file accounts.

Accounts are filed at the KRS and published at the Monitor Polski B (Judicial and Business Journal).

Companies that are required to publish their accounts are : Joint stock companies, investment funds and banks plus others complying with two of the following criteria:

• Average annual employees over 50

• Total assets at the end of the financial year over Euro 2.5 million

• Annual net profit over Euro 5 million

Improvements have been made with companies actually filing accounts at the KRS. There are about 75,000 companies that have filed.

PortugalFiling requirements:

All companies (ACE Association of businesses; Lda Limited with at least 2 shareholders; SA Share cap min of PTE 5 million and SGPS Holding Enterprise) must file a balance sheet with the Commercial Registry Office and Local Registrar (Conservatoria de Registro Comercial).

Filing Exemptions:

This is not a mandatory rule for all entities, there are exceptions;

Commercial companies and civil societies in commercial form, the European limited companies, foreign companies with permanent representation in Portugal and individual establishments with limited liability are the ones that are obliged to present their financials to the Official Registries (IES).



Cooperatives, associations, foundations, Sole Traders, law firms and unincorporated businesses are not required to present their accounts.


Penalty for companies that file late:

The amount is related to its Capital.

=< €5.000,00 varies between €100 and €500.

>= €5.000,00 varies between €150 and €750.

The timings to present the Financials to the Official Registries(IES):

The Financials are presented annually until the 15th day of the 7th month after the end date of the financial year; this means that in cases where the financial year of the company coincides with the calendar year, the financials should be delivered until July 15th.

Other Information:

What is the expected timing for information availability by IGNOS?

Normally, until August 15th. This timing is forecasted and based on our experience from previous years processes ( Receive all the information from the Official Registries and Upload it to our Data Base we all the Financial Data).

RomaniaFiling requirements:

Joint stock companies, partnerships limited by shares, limited liability companies, state owned concerns and cooperative companies are required to file accounts at the fiscal office and the trade registry office. The accounts filed at the trade registry office are for public companies.

Listed here are legal forms with suffix that have to file accounts information:

SA Limited Liability company; SCA Limited Liability partnership with shares; SCS Limited Liability Partners; SNC General Partnership and Srl Limited Liability Co.


Some companies do not file their accounts because the penalties are not very severe.



Russian FederationFiling requirements:

All ‘juridical persons’ have to present their accounts (individual entrepreneurs and farms are not juridical persons). Accounts are filed at:

• State Statistics Bodies (State Statistics Committee or its local sub-divisions) - all juridical persons excluding individual entrepreneurs and farms and credit organisations

• Central Bank of Russian Federation - credit organisations (banks)

• Federal Commission of Securities and its local sub-divisions – only joint stock companies.


In practice, companies don’t always comply with the law and this can be in order to conceal their accounts.

SerbiaFiling requirements:

All registered and active companies, regardless of legal form (Ltd., Joint Stock company, Public or State company, Cooperative society, Limited Partnership, General Partnership, Socially owned company) and size have to file accounts at the Payment Traffic Service of the National Bank.

SingaporeFiling requirements:

Note: Although Private companies are required to file accounts, these aren’t made available to the public. Although Public Disclosure laws do not require this type of Legal Entity to make submissions, an estimated 70%+ of private companies do lodge disclosed financials.

A company has to file its Annual Return together with the accounts or the Exempt Private Company Certificate within one month from the date of the AGM.

All Singapore companies (except dormant companies) are required to file either audited or unaudited accounts. Whether a company needs to file audited or unaudited accounts depends on the following:

• Exempt private companies with turnover of less than SGD5 million can file unaudited accounts. An exempt private company is a company that has less than 20 shareholders and its shares are not held by another company. Most of the small-to-midsize companies come under this category.

• All other companies need to file audited accounts.

• The accounts, prepared in compliance with FRS framework, must be accompanied by the Directors Report and Statement by Directors.



If your company has filed full sets of financial accounts with ACRA (Accounting and Corporate Regulatory Authority) in XBRL (eXtensible Business Reporting Language) format, it is not mandatory to file the same with IRAS. However, companies are still required to submit a copy of their detailed profit and loss statement together with Form C.

Dormant companies (a company is considered dormant during a period in which no accounting transaction occurs) do not need to submit their accounts with Form C. Under certain circumstances dormant companies can also request waiver for submission of Form C. However, a dormant company must still submit its accounts to ACRA for its annual return filing, as there are no exemptions for filing of accounts with ACRA. Like exempt private companies, dormant companies can submit unaudited accounts to ACRA.

http://www.by-cpa.com/html/news/20095/1386.html

SlovakiaFiling requirements:

Public, government and private companies that comply with 2 of the following conditions have to file accounts at the Tax Office and Business Register:

• Equity over SKK 20 million

• Turnover over SKK 40 million

• Average number of employees over 20

Companies can file a full or shortened financial statement.

SloveniaFiling requirements:

All companies and sole proprietors are required to file accounts at the AJPES – Agency of the Republic of Slovenia for public legal records and related services.

South AfricaA limited liability company, which may be a private or public company, is established under the Companies Act. Private companies are the most common form of business entity in South Africa. Close corporations are widely used by small businesses. They are established under the Close Corporation Act. Co-operative societies, which are formed under the Co-operative Societies Act, are primarily used in the agricultural industry.


Limited Liability Companies:

The articles of association of a private company must include the following provisions:



• Restriction on the right to transfer its shares;

• Limitation on the number of shareholders to a maximum of 50; and

• Prohibition of a public offering of its shares or debentures.

Private companies are subject to less stringent rules than public companies. In particular, they are not required to file their annual financial statements with the Registrar of Companies, and consequently, their financial statements are not available for public inspection.

In general, companies that do not qualify as private companies are considered public companies.

All companies must appoint an independent auditor, and the scope of the auditor’s examination may not be restricted.

Unlimited Companies:

The memorandum of association of a company may provide that all directors jointly and severally gurantee the debts of the company. Such companies, which are known as unlimited companies, are most commonly used to incorporate professional practices when the rules of the profession permit its members to practice through such companies. In general, all directors of such companies must be shareholders, and they must all be members of the profession. The name of an unlimited company must end with the word “Incorporated” or the abbreviation “Inc.”. These companies are a type of private company and generally must comply with the provisions of the Companies Act applicable to private companies.

Close Corporations:

Close corporations are a common form of business entity for smaller businesses. In a close corporation, the members have the rights and obligations of both shareholders and directors, and consequently, ownership and management of the corporation are not separated. Close corporations may have up to 10 members, who must be natural persons. In general, few formal requirements are imposed on close corporations.

The capital of close corporations is called a “contribution”. It is not subject to the stringent capital maintenance rules applicable to share capital in companies. The interest of a member of a close corporation is represented by a percentage, which is established on registration of the founding statement and may be changed by the registration of an amended founding statement.

Members of a close corporation enjoy limited liability, which may be lost if they violate provisions of the Close Corporation Act.

To form a close corporation, a two-page document must be filed with the Registrar of Close Corporations. Registration takes approximately one or two weeks and costs approximately R 900. No audit is required, but the annual financial statements must be reviewed by an accounting officer, who must be a member of one of the recognised



professional accounting bodies. The name of a close corporation must be followed by “CC”.

The Companies Act and the Close Corporations Act both allow the conversion of a company to a close corporation and the reverse. They also provide that the legal entity continues after the conversion. Consequently, the tax status of the entity and benefits and obligations under its contracts are not affected by the conversion.

Co-Operative Societies:

Co-operative societies registered under the Co-operative Societies Act are used extensively in agriculture. They have limited liability and carry on business for the benefit of their members. The ownership rights and responsibilities of members are represented by share capital, which is similar to that of companies. A large portion of their business is conducted directly with their members. For example, they provide farming supply and centrally distribute farm produce.

The sale of member’s products generates taxable income for the society. Bonuses (distributions within 12 months of the year-end) paid to members may be deducted to the extent of the co-operative’s taxable income derived from transactions with members, before bonuses. To the extent that the bonuses are deductible to the society, they are taxable to the members receiving them. Dividends (distributions more than 12 months after year-end) are not deductible and are tax-free to its members. Co-operative societies are granted special allowances for storage buildings and storage equipment.

Partnerships and Sole Traders:

Partnerships and sole proprietors are subject to few statutory requirements, but the partners and the proprietors generally do not have the protection of limited liability. However, in an en commandite partnership (in which not all the names of the partners are disclosed), the undisclosed partners may limit their liability to third parties to the amount of their contribution to the partnership. A partnership may not have more than 20 partners (who may be either natural of legal persons) unless it is a professional practice. Registration is not required. Written partnership agreements need not to be prepared, although they are advisable.

Joint Ventures:

A joint venture is a contractual relationship between two or more enterprises engaged in a trade or business that does not qualify as a partnership.

Trading Trusts:

A trading trust is an unincorporated business organisation that is established by a deed under which property is held and managed by trustees for the benefit and profit of beneficiaries designated in the deed. It may provide certain tax advantages and still preserve the limited liability of the trustees and beneficiaries. Currently, trading trusts are not commonly used in South Africa, but they may be beneficial for certain types of businesses, including property development.



A trading trust is taxed at the rates applicable to individuals. Because distributions of profits by a trust to its beneficiaries are not considered dividends, such distributions are generally not subject to secondary tax on companies or dividend withholding tax.

Branches of Foreign Companies:

Under the Companies Act, a foreign company that intends to establish a place of business in South Africa must register as an “external company”. To register, a copy of the company’s memorandum and articles of association (or equivalent founding document) certified by a notary, together with certain specified forms, must be filed with the Registrar of Companies. Registration takes approximately a week and costs approximately R 1,500. The company must appoint a South African resident as the legal representative of the company.

An external company must appoint an auditor. The Companies Act provides that the financial statements of the branch and of the company must be prepared in accordance with the requirements of the country of incorporation. If an exemption from these requirements has not been granted, the financial statements of the branch and of the company must be filed with the Registrar of Companies, which makes them available to the public for inspection. Companies may apply for an exemption, and exemption requests are generally granted.

Structures used by Foreign Companies:

The form most commonly used by foreign investors is the private company. Annual formalities are minimal, except for the requirements to prepare annual financial statements and to have them audited. However, these financial statements are not required to be filed, and consequently, they are not available for inspection by the public.

The establishment of a branch of a foreign company should be considered if the company will engage in less than a full operation in South Africa, such as through a representative office. In other cases, the absence of withholding tax on the remittance of branch profits may make a branch an attractive alternative to a subsidiary.



Spain

N.I.F / V.A.T. No. Legal Form

Axxxxxxxx Sociedad Anónima / Joint-Stock Company

Bxxxxxxx Sociedad Limitada / Limited Company (Ltd.).

Cxxxxxxx Sociedad Colectiva / Partnership

Dxxxxxxxx Sociedad en Comandita / Commandite (Limited Partnership).

Exxxxxxx Comunidad de Bienes / Co-ownershipv

Fxxxxxxxx Cooperativa / Cooperative Society

Gxxxxxxxxx Asociaciones y otras / Association

Pxxxxxxx Corporación Local / Regional Government

Qxxxxxxxx Asimilados, Congregación Religiosa / Religious Congregation

Sxxxx Organismo Administrativo / Government Agency

Hxxxxxxx Comunidad de Propietarios

axxxxxxxa Sociedad de Derecho Extranjero / Foreign Right Corporation

xxxxxxxxa Autonomo / Sole Proprietorship

Spanish legal forms

As you will note every VAT number is formed by one letter and eight numbers, except the Foreign Right corporations that have 7 numbers and two letters, one at the beginning and one at the end of the VAT code.

The most common legal forms in Spain are the SOCIEDAD ANONIMA (S.A.) and the SOCIEDAD LIMITADA (S.L.). These are obliged, since 1990, to file their constitution, change of capital, etc., at the Mercantile Register, to be published in the official Mercantile Register Gazette (B.O.R.M.E.). They are also obliged to file their balance sheets at the Mercantile Register 6 months after the closing date.

Many companies did not file accounts at all (80%) until penalty fines were introduced in 1995. Accounts are still frequently filed late.



If they do not file their accounts they could be fined (from 12,000 Euro to 60,000 Euro), but also the register can close its access to any other filings. The sanction is active until they file their accounts.

There is no central registry, but each company has to be registered at the provincial commercial registry.

The “sociedad anonima” is obliged to have a minimum Share Capital of 60,000 Euro. If this amount is not reached, the Mercantile Register can dissolve the company.

All those legal forms whose VAT number does not start with A, B, C or D (i.e. Associations, sole proprietorships associations, sole proprietorships, etc.) are not obliged to file any information.

Managers

The management details are not always available because the companies are not obliged to file this information.

Shareholders

Companies in Spain are not obliged to file their shareholders in the Mercantile Register.

Sri LankaRegistrar of Company Names www.drc.gov.lk/App/ComReg.nsf?Open

Click on Search existing names. Information includes registered name and registered number (NPVS).

SwedenFiling requirements:

All limited companies (AB Stock Co; HB Trading Partnership; Kb Limited Partnership) are required to file accounts at the Bolagsverket.

Other companies may have to file accounts depending upon their size.

Accounts are filed with the Swedish Patent and Registration Office.

SwitzerlandFiling requirements:

Only companies with shares on a stock exchange or that have debenture bonds outstanding are required to publish financial statements.



Whoever operates a factory or any kind of commercial or industrial business is required by law to register in the Commercial Register. The register is open to public inspection and shows:

• The name of the firm

• Its legal form

• Headquarters (domicile)

• Branches and purpose

• Owners, co-owners or managers

• Authorised persons

• Capital stock, if a corporation or an association with limited liability.


All companies required to register are obliged to keep commercial books and retain these for ten years, however, there are no particular obligations to publicise these documents except in the case of banks, private insurance firms, companies registered with stocks and bonds on the Swiss Exchanges and in the case of new stock creations. Private companies with capital over 20,000 Swiss Francs also have to file accounts, but penalty fees are very low, around Euro 450.

All companies in Switzerland file by Canton. There are about 45 cantonal commercial registers.

Shareholders:

Shareholders information is not usually available in the local registry.

ThailandFiling requirements:

Public and private limited companies are required to file their accounts.

TurkeyFiling requirements:

Most AS Limited Liability Companies; Kol. SrK Unlimited Liability Partneships; Kom. SrK Limited Liability Partnerships and TLS Private Limited Liability Cos are required to file accounts.



UkraineFiling requirements:

All local companies and trade or representative offices of foreign companies have to file accounts at the National Statistic Department. In addition state companies and organisations have to present accounts to the relevant Ministry.

U.A.E (Dubai)Filing requirements:

There is no on-line centralized Registry of Companies in UAE and statutory data is managed by approximately 26 local registry offices. (Comment from ACP).

UAE economy is clearly divided between the ‘onshore’ sector, dominated by local business interests, with restrictions on foreign ownership, and the ‘offshore’ sector which consists of a number of Free zones.

There are no taxes to speak of, on or offshore, but 100% foreign ownership and customs privileges make the free zones the most favourable locations in the Middle East for international operations.

Dubai Licensing

The basic requirement for all business activity in Dubai is one of the following three categories of licences:

• Commercial licences covering all kinds of trading activity.

• Professional licences covering professions, services, craftsmen and artisans.

• Industrial licences for establishing industrial or manufacturing activity.

These licences are all issued by the Dubai Economic Department. However, licences for some categories of business require approval from certain ministries and other authorities: for example, banks and financial institutions from the Central Bank of the UAE; insurance companies and related agencies from the Ministry of Economy and Commerce; manufacturing from the Ministry of Finance and Industry; and pharmaceutical and medical products from the Ministry of Health.



More detailed procedures apply to businesses engaged in oil or gas production and related industries.

Practising some trade activities (e.g. jewellery and insurance) requires the submission of a financial guarantee issued by a bank operating in Dubai.

In general, all commercial and industral businesses in Dubai should be registered with the Dubai Chamber of Commerce and Industry.

Dubai Ownership Requirements

Fifty-one per cent participation by UAE nationals is the general requirement for all UAE established companies except:

• Where the law requires 100% local ownership.

• In the Jebel Ali Free Zone.

• In activities open to 100% AGCC ownership.

• Where wholly owned AGCC companies enter into partnership with UAE nationals.

• In respect of foreign companies registering branches or a representative office in Dubai.

• In professional or artisan companies where 100% foreign ownership is permitted.

Dubai Legal Structures for Business

In the past, each emirate followed its own procedures governing the operations of foreign business interests. In practice, however, Dubai and the other emirates followed the same general system, whereby foreign companies operated in one of three ways: with a local

FormNumbers of partners / shareholders

Minimum and / or maximum capital

LiabilityRelease of financial documents

Private limited

company

Minimum 2 partners Minimum CHF

20,000. Maximum

CHF 2 million

Liability is limited up to the registered

capital and not to the amount

contributed.

No

Public limited

company

Minimum 3 partners Minimum 100,000

CHF

Liability is limited to the amount

contributed.

Yes

General

partnership

Minimum 2 partners No minimum

capital

Liability is unlimited. No

Limited company Two types of partners:

active partners and

sleeping partners

No minimum

capital

Liability of active partners is unlimited.

Liability of sleeping partners is limited

to the amount contributed.

No

Types of company registered in U.A.E



sponsor, through a partnership with a UAE national or company, or through a private limited company or public shareholding company incorporated by Ruler’s decree.

Since 1984, steps have been taken to introduce a codified companies law applicable throughout the UAE. Federal Law No. 8 of 1984, as amended by Federal Law No. 13 of 1988 - the “Commercial Companies Law” - and its by-laws have been issued. In broad terms the provisions of the Law are as follows:

The Federal Law stipulates a total local equity of not less than 51% in any commercial company and defines seven categories of business organisation which can be established in the UAE. It sets out the requirements in terms of shareholders, directors, minimum capital levels and incorporation procedures. It further lays down provisions governing conversion, merger and dissolution of companies.

The seven categories of business organisation defined by the law are:

• General partnership company

• Partnership-en-commendam

• Joint venture company

• Public shareholding company

• Private shareholding company

• Limited liability company

• Share partnership company

Dubai Partnerships

Partnership companies are limited to UAE nationals only. The Dubai government does not presently encourage the establishment of partnership-en-commendam and share partnership companies.

Dubai Joint Venture Companies

A joint venture is a contractual agreement between a foreign party and a local party licensed to engage in the desired activity. The local equity participation in the joint venture must be at least 51%, but the profit and loss distribution can be prescribed. There is no need to license the joint venture or publish the agreement. The foreign partner deals with third parties under the name of the local partner who - unless the agreement is publicised - bears all liability.

In practice, joint ventures are seen as offering a suitable structure for companies working together on specific projects.

Dubai Public and Private Shareholding Companies

The Law stipulates that companies engaging in banking, insurance, or financial activities



should be run as public shareholding companies. Foreign banks, insurance and financial companies, however, can establish a presence in Dubai by opening a branch or representative office.

Shareholding companies are suitable primarily for large projects or operations, since the minimum capital required is Dh. 10 million (US$ 2.725 million) for a public company, and Dh. 2 million (US$ 0.545 million) for a private shareholding company. The chairman and a majority of directors must be UAE nationals and there is less flexibility of profit distribution than is permissible in the case of limited liability companies.

Dubai Limited Liability Companies

A limited liability company can be formed by a minimum of two and a maximum of 50 persons whose liability is limited to their shares in the company’s capital. Such companies are recognised as offering a suitable structure for organisations interested in developing a long term relationship in the local market.

In Dubai, the minimum capital is currently Dh. 300,000 (US$ 82,000), contributed in cash or in kind. While foreign equity in the company may not exceed 49%, profit and loss distribution can be prescribed. Responsibility for the management of a limited liability company can be vested in the foreign or national partners or a third party.

The following steps are required in establishing a limited liability company in Dubai.

• Select a commercial name for the company and have it approved by the Licensing Department of the Economic Department;

• Draw up the company’s Memorandum of Association and have it notarised by a Notary Public in the Dubai Courts;

• Seek approval from the Economic Department and apply for entry in the Commercial Register;

• Once approval is granted, the company will be entered in the Commercial Register and have its Memorandum of Association published in the Ministry of Economy and Commerce’s Bulletin. The licence will then be issued by the Economic Department;

• The company should then be registered with the Dubai Chamber of Commerce and Industry.

• Branches and Representative Offices of Foreign Commercial Companies in Dubai

The Commercial Companies Law also covers the formation and regulation of branches and representative offices of foreign companies in the UAE and stipulates that they may be 100% foreign owned, provided a local agent is appointed.

Only UAE nationals or companies 100% owned by UAE nationals may be appointed as local agents (which should not be confused with the term “commercial agent”). Local agents -- also sometimes referred to as sponsors -- are not involved in the operations of the company but assist in obtaining visas, labour cards, etc and are paid a lump sum and/or a percentage of profits or turnover. In general, branches and offices of foreign



commercial companies are not licensed to engage in importing activity except for re-export or in the case of products of a highly technical nature.

To establish a branch or representative office in Dubai, a foreign commercial company should proceed as follows:

• Apply for a licence from the Ministry of Economy and Commerce, submitting an agency agreement with a UAE national or 100% UAE owned company. Before issuing the licence, the Ministry will:

- forward the application to the Economic Department to obtain the approval of the Dubai government;

- forward the application specifying the activity that the office or branch will be authorised to undertake in the UAE, to the Federal Foreign Companies Committee for approval;

• Once this has been done, the Ministry of Economy and Commerce will issue the required Ministerial licence specifying the activity to be practised by the foreign company;

• The branch or office should be entered in the Economic Department’s Commercial Register, and the required licence will be issued;

• The branch or office should also be entered in the Foreign Companies Register of the Ministry of Economy and Commerce;

• Finally the branch or office should be registered with the Dubai Chamber of Commerce and Industry.

Branches and Representative Offices of Foreign Professional Companies in Dubai

Branches and representative offices of foreign professional firms may be 100% foreign owned provided UAE nationals or 100% UAE owned companies are appointed as local agents. Such agents are not involved in the operations of the firm but assist in obtaining visas, labour cards etc and are paid a lump sum as remuneration. The Economic Department is the authority in charge of licensing such branches or representational offices.

Dubai Professional Firms

In setting up a professional firm, 100% foreign ownership, sole proprietorships or civil companies are permitted. Such firms may engage in professional or artisan activities but the number of staff members that may be employed is limited. A UAE national must be appointed as local service agent, but he/she has no direct involvement in the business and is paid a lump sum and/or percentage of profits or turnover. The role of the local service agent is to assist in obtaining licences, visas, labour cards, etc.



More about LLC:

Can a sole proprietorship/partnership company be converted into a L.L.C.?

By virtue of the law (Enforced in Dubai) any partnership concern can convert into a Limited Liability Company pursuant to the Commercial Companies Law (8) of 1984 as amended, and the ministerial decrees.

Similarly a sole proprietorship concern can be converted into a LLC by adding one or more partners.

How many persons can form a company and who can be the partners?

Minimum two and maximum fifty persons can form a limited liability company. However, U.A.E. National’s share in the capital should be minimum 51%; at any given time share of the U.A.E. National partner should not fall below 51%. Partners may be natural persons or a corporate body/company.

Each partner shall be responsible only to the extent of his share in the capital for the company’s liabilities.

What are the main contents of the Memorandum of Association?

The Memorandum of Association is a contract between the partners to form a L.L.C. and it contains the following information:

• Name of the company, its objectives and registered office address.

• Name of the partners, their nationalities, place of residence and residential addresses.

• Amount of the share capital, share of each partner, value of each share, names of the partners and method of capital contribution by the partners.

• Names of the directors and their nationalities.

• Date of commencement and period of contract.

• Method of profits or losses distribution and share of the partners in the profits or losses.

• The procedure to be adopted for sending notices to the partners.

What are the benefits of forming a limited liability company?

Liability of partners is limited to the extent of unpaid capital.

Company attains a corporate entity different from its partners.

The partners can appoint Director(s) who are authorised by the memorandum to carry on the business of the L.L.C. independently without involvement of the U.A.E. national partner.

Can the expatriate partner sponsor his family?

Any expatriate partner in a Limited Liability Company is eligible for sponsoring spouse



and other family members on residence visa if his share in the capital is Dhs. 70,000/- or more, also he should be a director in the company and his salary needs to be stated in the Memorandum of Association (as required by immigration rules).

Which business activities can be undertaken by the company?

The company may undertake any business activity permitted by the Department of Economic Development except business of banking, insurance and investment of funds for third parties.

By practice, the department does not permit, two different classified business activities under one license e.g. trading and manufacturing need separate licenses; or two different designated classes of activities under one license,

e.g. trading of electronics and Jewellery need separate trade licenses.

What are the capital requirements?

Minimum share capital required for a specific trade license is U.A.E. Dhs. 300,000/-.

The share capital is divided into shares of Dhs. 1,000/- each.

For emirates other than Dubai capital requirement is Dhs. 150,000/- and Dhs. 1,500,000/- respectively. The share capital is divided into shares of Dhs. 1,500/- each.

USAFiling requirements:

Sole Proprietor/Owner/Partnership/ Private Corporation are not required to file financial statements.

Public companies are required to file full financial statements to the SEC if ownership shares are offered to the public.

The following states have poor filing regulations:

• DE (Delaware) - Delaware is mostly only a registration state

• FL (Florida)

• CA (California)

Incorporation is the responsibility of the State governments and detailed requirements vary according to State law. The amount of information available on a company also varies and, in some cases, you may find data to be virtually non-existent. Corporations whose shares are to be traded publicly have to register with the Securities and Exchange Commission and file their documents electronically with the SEC.



Other Information:

If you are looking for information on non publicly traded companies, you will have to know where it is incorporated. The Knowx service (see below) is a useful way of tracking down the state of incorporation and you can also purchase information on the company.

U.S. State Corporations Databases

libguides.rutgers.edu/content.php?pid=136604&sid=1171890

This is part of a Company Research list of resources provided by Rutgers Business Librarians Roberta Tipton and Ka-Neng Au.

SEC EDGAR Database

www.sec.gov/edgarhp.htm

The official archive of SEC filings. Since May 1996 all SEC listed companies are required to file electronically. The information on this site is free and some data goes back to 1993.

US State Corporations Divisions

Alabama

Corporations Division - Alabama Secretary of State

www.sos.state.al.us/vb/inquiry/inquiry.aspx?area=Corporations

Provides free access to public information maintained by the Secretary of State’s office in electronic format. Information includes name, place of incorporation, date, agent, address, names of directors/members/partners.

Alaska

Alaska Division of Occupational Licensing

www.commerce.state.ak.us/occ/

Free searchable database providing name, registered number, legal forma, status, date of creation, agent name and address, names and address of directors, officers, members and managers. There is also a list of reports and documents that have been filed and the more of these can be viewed as PDFs free of charge.

Arizona

Arizona Corporation Commission Corporations Division

www.cc.state.az.us/corp/

Browsable list of corporations or you can search by name or number. Information includes address, agent, names and addresses of officers/directors, incorporation date, legal form. You can also view free of charge any scanned company documents that have been made available.



Arkansas

Arkansas Secretary of State: Business/Commercial Services

www.sosweb.state.ar.us/corps/

Information available includes name of corporation, filing number, type, status, address, agent and officers names. Free of charge.

California

California Secretary of State - Business Portal

www.ss.ca.gov/business/business.htm

Search for Corporations and Limited Partnerships/Limited Liability Companies separately. Information available includes name, number, date filed, status, address, agent. Free of charge.

Colorado

Colorado Secretary of State

www.sos.state.co.us/pubs/business/main.htm

Free searchable database providing name, ID number, agent name and address, status, form, formation date and filed documents as PDFs.

Connecticut

CT Secretary of the State

www.sots.state.ct.us/CommercialRecording/CRDIndex.html

No searchable database available.

Delaware

Division of Corporations

www.state.de.us/corp/default.shtml

You can search the database by following the Services - General Information link on the left hand side of the screen. Free information includes entity name, file number, incorporation/formation date, registered agent name, address, phone number and residency. Additional information may be available for a fee.

District of Columbia

Department of Consumer & Regulatory Affairs

dcra.dc.gov/dcra/site/default.asp

Information and regulations on company formation in the District of Columbia. You can search the database of registered organizations at http://mblr.dc.gov/corp/lookup/index.asp. Information available includes name, status, registered agent, file number, initial date of registration and type of organization.



Florida

Division of Corporations - Florida Department of State

www.sunbiz.org

Provides free of charge company name, status, address, FEI number, directors/officers name and address, agent. You can also view ‘events’ and ‘name history’ as well as documents such as annual reports as TIFF files.

Georgia

Georgia Secretary of State | Corporations Division

www.sos.state.ga.us/corporations/

Database can be searched by company name or agent. Information includes name, address, status, legal form, filing date, when last annual return was filed, agent and corporate officers (corporations only). Free of charge.

Hawaii

eHawaii.gov - Connecting You to Hawai`i State Government

pahoehoe.ehawaii.gov

Follow the ‘Search for a Business Name’ link. Information includes name, address, file number, legal form, status, formation date, agent, annual filing information, officer information, transaction information for example change of agent, address change. Free of charge.

Idaho

IDSOS Business Entity Index

www.idsos.state.id.us/corp/corindex.htm

Search by business name, city, filing number, agent name, agent city, date of origination. Information provided includes name, filing number, legal form, status, address, agent, date of last annual report, amendments, for example name change. Documents and annual reports can be viewed as TIFF files.

Free of charge.

Illinois

Business Services

www.cyberdriveillinois.com/departments/business_services/home.html

Search by name or file number. Information includes name, file number, status, legal form, date of incorporation, filing date, agent, annual return filing date, officers names and addresses (corporations only).



Indiana

Secretary of State - Business Services Division

www.in.gov/sos/business/

Free information includes name type, legal form, address, control number, status, entity creation date, entity expiration date (if applicable), entity inactive date (if applicable) and any other names. Additional information costs $ 1.00 to subscribers or $2.04 if you use a credit card and includes registered agent, principals, transactions made with the Secretary of State’s office, and corporate report information.

Iowa

Iowa Secretary of State

www.sos.state.ia.us

Search by name or corporation number. Information provided includes name, alternative names, number, status, address, date created, agent, officers names and addresses. You can also view documents such as articles of incorporation and biennial reports as TIFF files. Free of charge.

Kansas

Kansas Business Entity Search

www.accesskansas.org/srv-corporations/index.do

Search by name, agent name, number, city and date. Information includes name, address, tax year end, date of incorporation, date of last annual report, agent, entity type, status. Free of charge.

Kentucky

Kentucky: Secretary of State - Overview

www.sos.ky.gov/business/

Search by name or number. Information available includes name, type, status, filing date, date of last annual return, address, agent, officers, trading names, annual reports as TIFF or PDF. You can also search by officer name. Free of charge.

Louisiana

Louisiana Secretary of State/Corporations Database

www.sec.state.la.us/crpinq.htm

Search by business name, individual or charter number. Information provided includes name, type, charter number, status, date of filing of last report, address, date created, agent and officers names and addresses. Free of charge.



Maine

Maine Corporations Division

icrs.informe.org/nei-sos-icrs/ICRS

Search by name or charter number. You can also restrict your search to a category such as limited partnership, bank corporation, local independent church. Free information includes name, charter number, business type, status, filing date, other names and agent.

Maryland

SDAT: Data Search

www.dat.state.md.us/sdatweb/datanote.html

Search by name or ID. Information provided includes ID number, name, status, primary owner, address, amendments, agent, date of formation and filing dates. Free of charge.

Massachusetts

Massachusetts Corporations Division

www.sec.state.ma.us/cor/coridx.htm

Search by name, ID, directors or officers. Information provided includes name, ID number, entity type, date of registration, name changes, agent, officers/directors names and addresses. Recent documents such as annual reports can be viewed online as PDF files. Free of charge.

Michigan

DLEG-BCS-Corporation Division Database Lookup

www.dleg.state.mi.us/bcs_corp/sr_corp.asp

Search by name or ID number. Information provided includes name, ID number, type, agent, address, incorporation date, year of most recent annual report. Documents such as annual returns, articles of incorporation are available online as TIFF files. Free of charge.

Minnesota

Minnesota Office of the Secretary of State - Business Center

www.sos.state.mn.us/home/index.asp?page=3

Search by name. Free information includes name, ID number, entity type, original date of filing, status, date of last annual return, address. Additional information costs $4 per record.



Mississippi

Business Services

www.sos.state.ms.us/busserv/

Search by name, ID, officers or registered agent. Information includes name, charter number, type, status, address, creation date, agent, officers and directors. Filed documents are available as PDFs. Free of charge.

Missouri

SOS, Missouri - Business Services

www.sos.mo.gov/business/

Search by name, charter number or agent. Information includes name, charter number, type, status, creation date and agent. Filed documents can be viewed as PDFs. Free of charge.

Montana

Business Entity Search - Montana Secretary of State

app.mt.gov/bes/

Search by name. Information includes name, type, city, state, status, ID number, date of incorporation, date of filing of last annual return, agent. Free of charge.

Nebraska

Nebraska Secretary of State

www.sos.state.ne.us/business/corp_serv/

Search by name. Free information includes name, number, type, status, address, agent, nature of business, officers names and addresses. Images of filed documents cost $0.45/page.

Nevada

Corporation Search - Secretary of State, Nevada

esos.state.nv.us/SOSServices/AnonymousAccess/CorpSearch/CorpSearch.aspx

Search by name, number, officer name, or agent. Information includes name, number, agent, officers names and addresses and actions/amendments.

Free of charge.



New Hampshire

Corporation Search

www.sos.nh.gov/corporate/soskb/csearch.asp

Search by name, ID number or agent. Information includes name, type, ID number, status, date of creation, address, date of filing of last annual report, agent. You can also view a list of filed documents, the more recent of which are available as PDFs. Free of charge.

New Jersey

N.J. Department of Treasury - Division of Revenue, Business Services

www.state.nj.us/treasury/revenue/dcr/dcrpg1.html

Search by name, ID number, or officer/director name. Name, ID number and type are free of charge. Additional information (Status Report) costs $5.00.

New Mexico

Corporations Information Inquiry

www.nmprc.state.nm.us/corporations/corpsinquiry.htm

Search by corporation name or director. Information includes name, number, date of creation, type, status, purpose, filing date, address, agent, names of directors/officers. Free of charge.

New York

NYS Division of Corporations, State Records and UCC

www.dos.ny.gov/corps/bus_entity_search.html

Search by name. Information includes name, initial filing date, county, type, status, address an agent. Free of charge.

North Carolina

Corporations Home

www.secretary.state.nc.us/corporations/

Search by corporate name or registered agent. Information includes name, type, status, date formed, ID number and agent. Filed documents can be viewed as PDFs. Free of charge.

North Dakota

Business Records Search: North Dakota Secretary of State

https://secure.apps.state.nd.us/sc/busnsrch/busnSearch.htm

Search by name or ID number. Information includes name, ID number, type, status, original filing date, nature of business, address, agent. Free of charge.



Ohio

Ohio Secretary of State

www.sos.state.oh.us

Search by name, charter number, agent, document ID, prior business name or church name. Under the entity name search you can further limit your search by type, status, location, county or state. Information includes name, charter number, type, original filing date, status, location and agent. Free of charge.

Oklahoma

Oklahoma SoonerAccess Online Home Page

https://www.sooneraccess.state.ok.us/home/home-default.asp

Search by name, agent, name of person (incorporator, partner, member or manager), or filing number. Name, filing number, type and agent are provided free of charge. There is a $5 charge for viewing entity details on one to three entities.

Oregon

Corporation Division

www.filinginoregon.com

Search by name or registry number. Free information includes name, registry number, type, status, address, agent, officers, name history and list of filed documents. Copies of filings cost $5 each.

Pennsylvania

Corporations

www.dos.state.pa.us/corps/site/default.asp

Search by entity number or name. Information includes name, ID number, type, address, filing date, purpose, corporate officers, and “instrument history”. Free of charge.

Rhode Island

Secretary of State - Corporations Division Home Page

www.sec.state.ri.us/corps/

Search by name, ID number, agent, officer, purpose or street address. Information includes name, ID number, type, status, purpose, SIC code, file date, last report date, address, agent, officers and event history. Annual Reports can be viewed as TIF files. Free of charge.

South Carolina

South Carolina Secretary of State

www.scsos.com

Search by name. Information includes name, type, status, agent and a list of filings. Free of charge.



South Dakota

Corporations Administrator

www.sdsos.gov/corporations/

Search by name or ID number. Information includes name, ID number, date of incorporation, last annual report, type, agent, directors/officers names. Free of charge.

Tennessee

Business Services - Corporations

www.state.tn.us/sos/bus_svc/corporations.htm

Information includes name, ID number, type, status, date of formation, address, agent, business filing history.

Texas

Corporations Section

www.sos.state.tx.us/corp/index.shtml

You must have an account to access the SOSDirect service. You can login as a temporary user and pay for information and documents with a credit card. However, the registration form will not accept non-US addresses.

Texas Comptroller of Public Accounts - Taxable Entity Search

ecpa.cpa.state.tx.us/coa/Index.html

The Texas Comptroller of Public Accounts - Taxable Entity Search has basic business entity information including name, status, location, agent, file number, SOS (Secretary of State) registration date, and taxpayer ID. You can search by file number, tax ID or entity name. The information is free of charge.

Utah

Utah Department of Commerce

www.commerce.state.ut.us

Search by name or entity number. Free information includes name, type, status, address, registration date and agent. Additional information on principal individuals associated with the entity costs $1.

Vermont

Vermont Secretary of State - Corporations

www.sec.state.vt.us/corps/corpindex.htm

Search by name. Information includes name, status, file number, incorporation date, agent, officers names and description. Free of charge.



Virginia

Virginia State Corporation Commission - Office of the Clerk

www.scc.virginia.gov/division/clk/diracc.htm

This service is not very easy to use and the screens can be confusing. The information available includes name, entity ID number, status, agent and officers names. Free of charge.

Washington

Department of Revenue

dor.wa.gov/content/home/

Search by business or owner name and town, or by tax registration number. Information includes name, trading name, registration number, city, status, address, type. Free of charge.

West Virginia

West Virginia Secretary of State

www.wvsos.com

Search by name. Information includes name, type, date of incorporation, addresses, officers, name change information, mergers, subsidiaries and a list of filed annual reports. Free of charge.

Wisconsin

Wisconsin On-Line Business Services

www.wisconsin.gov/state/core/wisconsin_online_business_services.html

Wyoming

Wyoming Secretary of State Corporations

soswy.state.wy.us/corporat/corporat.htm

Search by name. Information includes name, ID number, type, status, address, initial filing date, agent, officers and directors. You can also download the entire corporations data file. Free of charge.

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