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Corporate

What are the two most common types of entity formed by inbound investors and
what is the preferred type of company called?
Austria An Austrian limited liability company: Gesellschaft mit beschränkter Haftung (GmbH).
Alternatively, but less frequently used, an Austrian branch of the overseas company.
Brazil Limited Liability Company (Ltda.)

Corporation (S.A. - allows financing on the stock market)
China Wholly foreign-owned enterprises (WFOE) and Sino-foreign equity joint venture (EJV). Currently, WFOEs are chosen in more than 80% of cases.

Starting from January 1, 2020, the new Foreign Investment Law abolishes and unifies laws and regulations applicable to foreign-invested companies, leading to significant legal changes. It is foreseeable that the general investment environment of China will become more business friendly with fewer restrictions in future. But the change of law also brings some legal problems (e.g. existing EJV deals are required to be re-negotiated by following the same corporate governance structure of domestic companies for which a five-year grandfathering period is given).
Czech Republic To manage their Czech operations, foreign companies set up most often a limited liability company (s.r.o.) or a joint-stock company (a.s.) due to their simple inner organization, minimum contribution requirements and limitation of shareholders´ liability.

Alternatively, a Czech branch of a foreign company may be established.
England & Wales Private limited company (Limited).

Branch (formally known as a UK Establishment) of the overseas company (Used much less frequently than a Limited company).
France Wholly owned simplified joint stock company (Société par Actions Simplifiée or SAS).

A limited liability company (Société à Responsabilité Limitée or SARL).
Germany - Limited liability company (Gesellschaft mit beschränkter Haftung (GmbH)).

- Branch of the overseas company (no seperate legal entity; used much less frequently than a GmbH since this usually constitutes a permanent establishment of the overseas company in Germany, for which the overseas company is taxable and because liabilities incurred by activities of the branch will directly attribute to the overseas company).
Hong Kong Private limited company.

Branch of an overseas company (used much less frequently than a limited company).
Hungary The most common company form among foreign investors is the limited liability company (in Hungarian: 'Korlátolt Felelősségű Társaság', in short: Kft).

Establishing a branch office (in Hungarian: 'Fióktelep') is the second most common form of entering the Hungarian market.
Ireland Private limited company (Limited).
Branch (external company) of the overseas company (used much less frequently than a Limited).
Italy The two most common types of entities formed by inbound investors in Italy are limited liability companies (società a responsabilità limitata – “S.r.l.”), and joint stock companies (società per azioni – “S.p.A.”).

Alternatively, but less frequent than the two types of companies above, the foreign company may establish an Italian branch.
Netherlands Private limited liability company - Besloten vennootschap met beperkte aansprakelijkheid (B.V.)

Branch of the overseas company. Used much less frequently than a Besloten vennootschap met beperkte aansprakelijkheid (B.V.)
Poland The most preferred type of entity is a limited liability company – spółka z ograniczoną odpowiedzialnością (sp. z o.o.).

Also, but less frequently, a joint stock company – spółka akcyjna (S.A.) is chosen.

At this point a simple joint stock company (P.S.A.) should also be mentioned - a new type of capital company in Poland for which the provisions came into force on July 1, 2021. P.S.A. introduces new, even revolutionary solutions to the Polish commercial companies’ law. The new type of capital company is a combination of elements typical for a limited liability company and a joint stock company, as well as the corporate nature of a capital company with features typical for partnerships. The main and most distinctive features of the P.S.A. are:

(i) simplicity in its establishment and operation;

(ii) Board of Directors - a new body inspired by Anglo-Saxon law solution;

(iii) share capital is a combination of human capital, innovation and financial capital;

(iv) inexpensive - 1 PLN is enough to establish a P.S.A.;

(v) attractive investment formula for modern ventures.
Portugal Limited liability companies by quotas (sociedades por quotas- Lda.) – Mininum 1 shareholder

Limited liability companies by shares/Joint stock companies (sociedades anónimas – S.A.) – Mininum 5 shareholders or 1 shareholder provided such shareholder is a commercial company.
Singapore Private limited company (Most common and preferred type)

Has a legal identity distinct from its shareholders and directors

Number of shareholders: 1 - 50

Suffix of the entities are usually "Private Limited" or "Pte Ltd"


Representative Office

A temporary extension of a foreign company to carry out market exploratory activities prior to making large investment commitments in Singapore.

Prohibited from carrying out any commercial or revenue making activities.

Lacks legal identity of its own, so the foreign company is liable for the acts and obligations of the Representative Office.

Compulsory to have an officer from the foreign company's head office to be stationed at the Representative Office.


Branch Office

An extension of a foreign company and lacks legal identity of its own.

Must carry the name of the foreign company and explicitly state that it is a Branch Office.

Can engage in commercial or revenue making activities.

Less common than private limited company.
Slovakia A Slovak simple private limited liability company – spoločnosť s ručením obmedzeným (“s.r.o.”) (LLC) or a Slovak joint-stock company (“akciová spoločnosť”, “a.s.”) (JSC).

Used less frequently is a Slovak branch office of a foreign legal entity – organizačná zložka (Branch).

Since 2017 – a simple joint-stock company – (“jednoduchá spoločnosť na akcie”, “j.s.a.”) (JSA) - a new type of a company with purely electronic registration of all shares to which different rights may be attached (there is no explicit limit on these rights) and their transfers and with possibility of statutory drag-along, tag-along and shoot-out agreements.
Spain The two main types of entities in Spain are public limited companies (sociedades anónimas,
or “SAs”) or private limited companies (sociedades limitadas, or “SLs”). The preferred type for inbound investors are the SLs, primarily due to the flexibility of their regulations as opposed to SAs.
United Arab Emirates The preferred type of legal entity for most foreign investors in the UAE is the limited liability company in the mainland or in one of the international tax-free zones (LLC).

A common alternative is establishing a branch office of the foreign company, and some professional service providers can register a so-called 'civil company' in the UAE mainland.
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How long does it typically take to form/register the entity?
Austria The registration of a newly founded local company will take approx. 10 business days from the submission of the respective registration application once all supporting information and documents have been obtained, which will also require the arrangement of an Austrian bank account and the payment of the relevant share capital contribution amount.
Brazil Ltda.: 1 week after the receipt of the necessary documents.

S.A.: 1 to 2 weeks.

All foreign documents, before being sent to Brazil, must be apostilled and, once in Brazil, must be translated by a sworn translator.

Brazilian companies must have an address in Brazil. There are expeditors that provides these services, normally with the accountancy services.
China Usually 2-4 months for a WFOE but fast-track solution is available. Time-consuming aspects are, for example, notarisation and legalisation of required documents, as well as the required government processes. Legalisation requirement could become a problem during pandemic, but manageable.

An EJV usually takes longer to negotiate.
Czech Republic Limited liability company/joint stock company:

Formation of a new entity: it takes approximately two to four weeks from the establishment by notarial deed to registration of the company with the Commercial Register (depending on delivery of all necessary supporting information and documents). The notary can also register a new company directly with the Commercial Register by the next day, which speeds up the registration process, provided that the notarial deed comprises a memorandum/articles of association with the very basic features. In addition, a meeting with the notary may occur via video-conference session (distance-wise).

Alternatively, a ready-made company (or the so-called SPV) can be acquired, which takes around two to three days.

Branch:

Approximately two weeks (depending on the delivery of all necessary supporting information and documents).
England & Wales Company:
Within a working day

Branch:
Within one to two working days once the documentation is completed.
The overall process takes typically one to two weeks.
France It takes eight to ten days following the filing of all legal documents.
Germany Company:
- Formation of new GmbH: up to four weeks, plus the time to set up a bank account which is mandatory prior to incorporation and registration with the commercial register
- Acquisition of shelf company GmbH: two to three business days once all supporting information and documents provided.

Branch:
- Five to ten business days for the registration process once all supporting information and documents provided. The overall process typically up to four weeks.
Hong Kong Approximately one month.
Hungary The Hungarian company formation is one of the fastest in the EU. The registration of companies is done by courts of registration in an electronic procedure. The standard registration procedure takes approximately one to two weeks (15 working days at most) after all necessary corporate documents have been prepared. However, in case the shareholders use standard Articles of Association provided by law, the registration does not take more than 24-48 hours as of filing. VAT registration is also immediate, so you can start working immediately. Company records may be indicated in the English, German, French and Russian languages as well.
Ireland Company: Within five working days for an online application.

Branch: Within three to five working days once the documentation is completed.
The overall process takes typically one to two weeks.
Italy For both companies and branches, after having executed all the document and sent them in original to the relevant recipients, the incorporation usually requires around six to eight business days (it mostly depends on the processing time of filing of the incorporation deed executed before the Notary Public with the Register of Enterprises, as well as by the completion of other formalities, eg, the release by the competent Tax Office of the VAT Number for the newly incorporated company).
Netherlands Company:

Approximately two weeks depending on timing for receipt of information (after receipt of all information and duly signed documents, formation can in principle be done within one business day).
Poland Typically, incorporation and registration of a limited liability company or a joint stock company takes between four and six weeks.

In the case of a limited liability company, it is also possible to set up a company within 24 hours when an electronic template of articles of association is used. This type of incorporation imposes some limitations upon the shareholders, eg contributions can be made only in cash.

On July 1, 2021, an amendment to Polish law introducing online registration proceedings has come into force. Due to this change, electronic communication with the registry court is the rule - without the possibility of using written form. The application for entry must be submitted via the PRS (Court Registers Portal) portal and must be completed in the Polish language. This amendment was introduced inter alia to speed up the registration proceedings, however at this stage it is hard to assess whether this goal has been achieved.
Portugal Within a working day.

In case of foreign directors and/or shareholders that do not hold portuguese taxpayer numbers, such request must be done previously to the incorporation. If requested online, it takes around 10 days to be issued; if requested in person, and if previously booked, it usually takes 1 business day to be issued.

Plus, if the shareholders wish to choose the company’s name, it is mandatory to request a name certificate, which takes 10 days when is a regular request or 1 working day to be issued when requested with urgency. Nevertheless, the company can change its name any time after being incorporated.
Singapore Approximately one to two days.
Slovakia From formation to registration of a new LLC, JSC, JSA or a Branch with the commercial register (including obtaining business licenses):
Approximately one to two weeks following completion/signing of all documents (the time period may be postponed in case of regulated business activities where special permission is needed).

Acquisition of a shelf company (LLC): Approximately two to five working days.
Registration of a company which has its seat located in Bratislava region currently takes longer (approximately two to five weeks) in most cases due to the heavy workload at the local commercial register. Registration of a transfer of a shelf company having its seat located in Bratislava region may also take up to several weeks, although the registration is only decisive for effectiveness of a majority share transfer in case of LLC.
Spain 3-5 weeks.
United Arab Emirates Onshore, that is outside the tax-free zones, one to two weeks following arrangement of appropriately legalised corporate documents and Arabic translation of the same.

Additional time is often required where, due to the nature of the proposed business to be conducted within the UAE, special approvals from third-party authorities are required in addition to the approval of the company registrar that is located at the Department of Economic Development ("DED") of the Emirate chosen to establish the entity.

The time frame varies from one tax-free zone to another. A time frame of minimum three to five weeks should be expected in these instances.
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Is a bank account required before the company can be formed? If so, how long does that typically take?
Austria Yes. Depending on the swift submission of relevant information and documents requested during the bank’s 'know your customer' check; approximately ten days+.
Brazil No, but it is necessary to start the procedures for the opening of the bank account immediately after the incorporation for the receipt of the corporate capital.

Foreign investments must also be registered at the Brazilian Central Bank.
China No. A bank account can only be opened after incorporation. Due to tightened AML requirements, physical presence of the future legal representative of a NewCo will be required. This could become a problem during pandemic, but manageable.

Foreign exchange control regulations need to be strictly observed during operations.
Czech Republic Yes, a bank account is required for the payment of the initial contributions. The opening of a special bank account for contribution payments depends on the swift submission of relevant documents required by the respective bank (eg, KYC form); and takes approximately ten days.

From January 2021 opening of a special bank account for a contribution payment up to CZK 20,000 (approx. EUR 700) in case of limited liability companies will not be required anymore. Instead of a bank account, such contribution payment can be paid into an escrow held by the notary performing the direct registration with the Czech Commercial Register.
England & Wales No, but please note it can take some time for the account to form once the company has been established.
France It takes one to up to six months depending on the bank’s KYC, but using a French public notary with a pre-existing bank account is an alternative to shorten the process so that the French bank account can be opened further to the registration of the company.
Germany Yes. It can take several weeks due to the banks anti-money laundering and KYC checks. Using a shelf company can speed up the process as it already has a paid-in share capital.
Hong Kong No.
Hungary It is not required to open a bank account before the registration, but a certificate by the managing director on the payment of the capital contribution into the company’s cash desk, suffices. After registration of the entity, a bank account shall be opened within eight days..
Ireland No, but please note it can take some time for the account to be set up once the company has been established.
Italy Generally speaking, a bank account is not identified as a requirement for the incorporation of an Italian company but it is actually necessary to operate.

Under a practical perspective, the incorporating company usually makes a wire transfer of the initial share/quota capital to the Notary's bank account in escrow. The relevant amount is then released and transferred by the Notary's bank account to the company's bank account once opened.

The opening of the bank account usually takes 5/7 business days from the receipt by the bank of the required documents.
Netherlands No.
Poland A bank account is not required before the company can be formed. However, the Polish entrepreneurs law states that making or accepting payments related to a business activity takes place via the entrepreneur's payment account, whenever the other party to the transaction from which the payment arises is another entrepreneur and when the one-off transaction value, irrespective of the number of payments resulting from it, exceeds PLN 15,000 or the equivalent.

Thus, a company is required to open a bank account at a later stage. Usually, banks require that a company willing to open an account presents an excerpt from the National Court Register, or, in case it has not been registered yet, its Articles of Association and its REGON number given by the Central Statistical Office.
Portugal No, but please note it can take some time for the account to form once the company has been established.
Singapore Information unavailable or not applicable
Slovakia A bank account is not required before the company can be formed.

However, according to Section 4 of Act No. 394/2012 Coll. on the restriction of cash payments, a cash payment may not exceed €5,000 if the person transferring or receiving the payment is a natural person carrying out an entrepreneurial or other self-employed activity or a legal entity.

Thus, a company is in most cases required to open a bank account at a later stage. Usually, banks require that a company willing to open an account presents an excerpt from the commercial register, or, in case it has not been registered yet, its Memorandum of Association.
Spain Bank account is not compulsory (i) if the contributions are in kind; or (ii) if the cash contributions are delivered
to the Notary Public on the incorporation date; or (iii) only for SLs, if the shareholders in the incorporation deed expressly assume a joint and severally liability for the declared cash contributions. The foregoing options (ii) and (iii) are feasible but not common.

In any other situations, at least a provisional bank account in the name of the new company is required, in order to certify the monetary deposit of the cash contributions at incorporation.

Opening a provisional bank account in the name of the future new company takes 1-3 days. Please note that, in practice, such bank account will not become operative until registration of the new company with the Commercial Registry.
United Arab Emirates For incorporation purposes of an entity in the UAE mainland, it is currently not required for the new entity to have a bank account. A bank account is, however, required when the new entity starts to hire employees as their wages are required to be paid through a so-called 'wage-protection-system' requiring payments to be made from a local bank account. Currently companies registered in the mainland of the UAE as well as in certain tax-free zones are obliged to register with this system.

Furthermore, a few company registrars for specific tax-free zones will only complete the company registration and/or issue the new entity's business license after opening of a local bank account and depositing the new entity's share capital.

The bank account opening process can take several weeks or even months, depending on the bank's KYC requirements and the need to arrange legalised documents from the UAE entity's shareholders and ultimate beneficial owners.
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