Austria EUR 35.000 (at least half of this amount must be paid up on incorporation of the company when a new GmbH is being formed rather than acquiring a shelf company).

Another type of GmbH ('privileged GmbH') with a lower initial share capital requirement of EUR 10.000 (which increases at a later stage) is available but not commonly used by investors.

Brazil No minimum share capital.

China Generally, none.

Special requirements may apply in specific sectors (eg for financial institutions).

Czech Republic The minimum share capital for a limited liability company is CZK 1, for a joint stock company it is EUR 80,000 or CZK 2,000,000.

At least 30% of the share capital must be paid up before registration of the company with the Commercial Register.

England & Wales Can be less than £1.

France Cannot be less than EUR1.

Germany EUR 25,000.00, at least half of this must be paid on incorporation when a new company is being formed (rather than adopting a shelf company).

There is another type of company with a lower share capital requirement of EUR 1 available (so called entrepreneur company with limited liability, Unternehmergesellschaft (haftungsbeschränkt)), but it is not commonly used by inward investors.

Hong Kong None.

Hungary HUF 3,000,000 (approx. EUR 7,500).

Ireland Can be less than €1.

Italy S.r.l.: at least EUR1. In case the initial corporate capital is lower than EUR10,000 the relevant contributions shall be mandatorily made in cash and fully paid in.

S.p.A.: at least EUR50,000.

Netherlands There is no minimum of share capital to be paid up at or prior to incorporation. It is common practice to have an issued share capital of EUR 1, to be paid up after a bank account in name of the B.V. has been opened.

A minimum share capital of EUR 0,01 (one cent) is possible.

Poland Limited liability company - at least 5,000 zlotys.

Joint stock company - at least 100,000 zlotys.

Simple joint stock company – at least 1 zloty.

Portugal Limited liability companies by quotas: € 1 per shareholder.

Limited liability companies by shares / Joint stock companies: € 50 000.

Singapore Minimum share capital of S$1 (or the equivalent in another currency), unless a higher capital requirement is prescribed as a required license for a specific industry.

Slovakia The minimum share capital required for a LLC is EUR 5,000.

The minimum share capital required for a JSC is EUR 25,000.

The minimum share capital required for a JSA is EUR 1 (one euro).

Spain For SLs, €3,000 to be fully paid in for incorporation.

For SAs, €60,000. At least 25% of such minimum share capital shall be paid in for incorporation.

United Arab Emirates There is currently no minimum share capital requirement for an LLC onshore. The capital should, however, be appropriate for the proposed business model and the DED has the right to impose a minimum share capital in its sole discretion. It is common for an LLC to have a share capital of minimum AED 100,000.


- There are variations between free zones depending on the nature of activities conducted.

Austria No.

Brazil No, but if a non-resident is appointed, this individual must grant a power-of-attorney to a Brazilian resident for corporate and tax purposes, with powers to receive citations and subpoenas.

China No.

Czech Republic No.

England & Wales No.

France No.

Germany No.

Hong Kong No.

Hungary No.

If the application for registration indicates a non-resident legal person or an unincorporated business association, or the foreign natural person indicated in the application does not have a residence in Hungary, a delivery agent shall be designated in the registration application. The delivery agent can be an organization or a natural person with a registered office or permanent residence in Hungary, respectively. The delivery agent is responsible for collecting any document relating to the company’s operation and addressed to his principal by a court or other authority and to forward these documents to the principal.

Ireland Subject to certain exceptions, companies must have at least one director who is resident in an EEA member state.

Italy A local resident director is not required to validly incorporate an Italian company. However, each director shall have an Italian Fiscal Code (i.e., a social security number), which may be requested by filing a specific form with the Italian Tax Office.

In addition, each director must be provided with a digital signature device (so called 'smart card') issued by an authorized entity, necessary to file within the Register of Enterprises certain type of documents (e.g., minutes of the board of directors or shareholders meeting, etc), and accomplish certain formalities vis-à-vis public entities (e.g., public tenders).

Netherlands No.

Poland No.

Portugal No.

Singapore Yes. At least one director that is ordinarily resident in Singapore is required.

Slovakia No, however non-EU and simultaneously non-OECD citizens are eligible only if they hold a valid residence permit in Slovakia.

Spain No.

United Arab Emirates In accordance with the UAE Commercial Companies Law of 2021 (as amended), an LLC is managed by 'Manager(s)'.


The DED does not currently require that a manager be a UAE resident. However, for companies incorporated in some of the free zones, the applicable Registrar requires the Manager to be a UAE resident. In addition, UAE banks will not open a current account and issue a cheque book for a legal entity unless the Manager has obtained a UAE residency visa.

Austria No.

Brazil No, but foreign shareholders must grant a power-of-attorney to a Brazilian resident for corporate and tax purposes, with powers to receive citations and subpoenas.

China Generally, no.

Only for sectors subject to respective investment access control. A minimum Chinese participation may be needed.

Czech Republic No.

England & Wales No.

France No.

Germany No.

Hong Kong No.

Hungary No.

Ireland No.

Italy No, a local shareholder is not required.

Netherlands No.

Poland No.

Portugal No.

Singapore No.

Slovakia No, however there are limits/restrictions applicable to both, Slovak and foreign sole shareholders in case of LLC. One natural person can only be a single shareholder of three LLCs at most. An LLC with a single shareholder cannot be a sole founder or a sole shareholder of another LLC.

Spain No.

United Arab Emirates A local shareholder is now no longer required following changes to the UAE Commercial Companies Law because the long-standing requirement for a UAE Partner to hold a majority stake (51%) in an onshore company has been removed. In June 2021, the Economic Departments of Abu Dhabi and Dubai released their lists of over 1,000 activities across a wide variety of sectors now open to 100% ownership from foreign investors. The smaller Emirates, such as Sharjah, Ajman and Ras al Khaimah have also confirmed that companies in eligible sectors will be permitted to be held 100% by foreign investors. Examples of these activities include Contracting, Transportation, Hospitality and a wide range of Manufacturing and Production licenses across a range of sectors. Foreign ownership limitations do however remain in respect of companies carrying out activities of strategic importance to the UAE.

Austria Not for small companies (except if they are legally obliged to have a supervisory board),
but for medium and large companies an audit is required.

Financial statements need to be audited if two of the following criteria apply:

- the balance sheet total exceeds EUR 5 million

- the revenues in the last 12 months exceed EUR 10 million

Brazil Only for public corporations.

For large Ltda. and closed S.A. it is optional.

Annually, the Brazilian companies’ accounts must be approved by the shareholders (ordinary shareholders meeting to be held in the 4 months following the end of the fiscal year).

China For WFOE with sole shareholder: yes, annually; for EJV or WFOE with multiple shareholders: not mandatorily required, except for those in specific industrial sectors (e.g. for financial institutions).

Czech Republic For medium-sized and large companies - yes. For small companies yes, if one (in case of a joint stock company) or two (in case of any other type of company) of the following three thresholds are exceeded:

- annual total balance sheet amount of CZK 40,000,000;

- annual net turnover of CZK 80,000,000;

- an average number of 50 employees, or

- where a controlled entity prepares an annual report, the report on relations forms part of it and thus is subject to auditing.

England & Wales No for small companies, yes for medium and large companies. Financial statements exempt from the audit requirement if two of the following criteria are met:
- annual global turnover of no more than £10.2 million
- assets worth no more than £5.1 million
- 50 or fewer employees on average

France Yes, the appointment of statutory auditor is mandatory if at least two of the three following thresholds are exceeded:

- annual balance sheet total > EUR4,000,000

- revenues excluding tax > EUR8,000,000

- average number of employees > 50.

In a group, the controlling company must designate a statutory auditor if the thresholds are exceeded by the group as a whole (including controlled companies), except in the case where the group head company is itself controlled by a company that has appointed a statutory auditor. Controlled companies are also required to appoint a statutory auditor if two of the following thresholds are exceeded (annual balance sheet total > EUR2,000,000; revenues excluding tax > EUR4,000,000; and average number of employees > 25).

The statutory auditor is appointed for a fixed term of six years (which can be reduced to three years in case of voluntary appointment or in case of appointment of statutory auditor(s) in a group).

Germany Not for small companies, yes for medium and large companies. Financial statements need to be audited if two out of the following three criteria are exceeded:
- annual total balance sheet amount of EUR 6,000,000
- annual turnover of EUR 12,000,000
- 50 employees.

Hong Kong Audited financial statements are required for all companies incorporated in Hong Kong, including companies falling within the reporting exemption, unless the company is dormant.

Hungary As a basic rule, the auditing of accounting documents shall be statutory for all companies keeping double-entry books.

However, the auditing of accounting documents shall not be statutory if both of the conditions below are satisfied:

- the company's annual net sales did not exceed HUF 300 million (approximately EUR 750,000) on the annual average of the two financial years preceding the financial year under review

- the average number of employees of the company of the two financial years preceding the financial year under review did not exceed 50 persons

- when establishing a new entity, a prognosis shall be made whether these thresholds will be reached.

Ireland Information unavailable or not applicable

Italy S.p.A.: a panel of statutory auditors is always required. If the By-laws entrust the audit on the accounts to the panel of statutory auditors, all members must be enrolled to the accountants register; should the audit on accounts be demanded to an external auditing company, it is sufficient that at least one of the effective and one of the alternate members of the panel of statutory auditors are enrolled to such register.

S.r.l.: the appointment of a specific auditing body (i.e., statutory and/or external auditor) is mandatory only if the company:

- is required to draft the consolidated financial statements

- controls a company required to carry out the statutory audit

- has exceeded for two year in a row at least one of the following thresholds:

- profits and loss accounts higher than EUR4,000,000

- statements of assets and liabilities higher than EUR 4,000,000

- total number of employees higher than 20.

Netherlands Not for small companies, yes for medium and large companies.

Financial statements need to be audited if two of the following three requirements are met:
i. annual global turnover of more than EUR 12 million
ii. assets worth of more than EUR six million
iii. 50 or more employees on average.

Poland Limited liability company: audit of financial statements is required in the case of those limited liability companies, who in the previous financial year for which financial statements were prepared, met at least two of the following conditions:

(i) average annual employment in full-time equivalents amounted to at least 50 people,

(ii) the total balance of assets at the end of the financial year was the equivalent in Polish currency of at least EUR 2,500,000,

(iii) net revenues from sales of goods and products and financial operations for the financial year were the equivalent in the Polish currency of at least EUR 5,000,000.

Joint stock company: audit of financial statements is required in all joint-stock companies except for joint stock companies in organization (prior to registration).

Portugal Limited liability companies by quotas: No.

Only when 2 out of the 3 following limits are exceeded for 2 consecutive years:

- Total balance sheet: € 1,500,000.00;

- Net turnover: € 3,000,000.00; and
- Average number of employees: 50.

Limited liability companies by shares / Joint stock companies: Yes.

Singapore Yes, unless it is regarded as a “small company”.

A company qualifies as a “small company” if it fulfils at least two of the following three conditions:
i. The total revenue of the company does not exceed $10 million

ii. The total assets of the company for the financial year does not exceed $10 million

iii. The number of full-time employees at the end of the financial year does not exceed 50.

Slovakia No for small companies, yes for medium and large companies.

In general, financial statements of the company need to be audited if two of the following criteria apply (as of the respective date of the financial statements and for the immediately preceding accounting period):


i. assets reported in the balance sheet exceeds EUR 4million


ii. net turnover exceeds EUR 8million


iii. the average number of employees in one accounting period exceeds 50.

Spain No.

United Arab Emirates Yes, in most UAE jurisdictions. The general requirement under the Commercial Companies Law is that Joint Stock Companies or Limited Liability Companies shall have one or more auditors to audit the accounts of the company every year. Under the updated Commercial Companies Law, an accounting firm will not be permitted to carry out the auditing of a company for more than six successive fiscal years from the date it took over the auditing in the Company.

Austria The shareholders of a GmbH must be disclosed in the commercial register. The shareholders have to be updated upon each change of shareholdings.


Ultimate beneficial owners have to be disclosed with the Austrian Beneficial Owner Register; other than that, the disclosure of the ultimate beneficial owner will be required for ‘know your customer’ checks by banks and other organisations and in some limited sectors for regulatory purposes.

Brazil Yes.

The ultimate beneficial owner is defined as the individual who ultimately owns or controls significantly a legal entity and/or the individual on whose behalf a transaction is being conducted. A significant influence is presumed when the individual, directly or indirectly, owns more than 25% of the company's capital or exercise the ultimate effective management over the company, with powers to elect its directors and executive officers, even if not exercising its control.

China Yes, during the incorporation procedures (ie the disclosure of ultimate controlling shareholder(s)).

Czech Republic Limited liability company: The shareholders have to be disclosed in the publicly available Commercial Register and, concurrently, in the Articles of Association the up-to-date wording of which needs to be published in the Collection of Deeds kept by the Commercial Register. It is also possible to encounter them in the ordinary financial statements of a company or in the annual report if the shareholders own at least 20% share.

Joint stock company: Only 100% shareholders must be disclosed in the Commercial Register. However, the company is obliged to keep a shareholder's list.


The disclosure of ultimate beneficial owners in a special register of beneficial owners is obligatory. As a result of the Fourth Money Laundering Directive, the Act on the Register of Ultimate Beneficial Owners was adopted, becoming effective on 1 June 2021. Under this legislation, severe penalties are imposed for non-disclosure of UBOs. A company could be subject to a fine of up to CZK 500,000 (approx. EUR 20,000), the rights of its shareholders will be restricted in their rights, especially voting rights, and any dividend payment will be prohibited.

England & Wales Shareholders of a Limited company must be disclosed at Companies House. Ultimate beneficial owners may need to be disclosed, typically this will apply in respect of a UK subsidiary company if there is an individual with a majority of the ownership or voting rights of the overseas parent company.

France Yes, for the French limited liability company (SARL), the identity of the direct shareholders and their shareholdings into the company's capital are disclosed in the bylaws. For the French (simplified) joint stock company (SA/ SAS) only upon registration as a list of subscribers must be filed with the Commercial Court. After registration, the list of the shareholders is disclosed in the share ledger which is not publicly available.


UBO declaration: relatively newly French regulation provides also for the obligation to disclose the identity of the ultimate beneficial owner(s) of the company. In this respect, all French unlisted companies shall disclose and file with the commercial court accurate and up-to-date information as regards to the list of their beneficial owners. From a French legal perspective, the company's ultimate beneficial owners are defined as the natural person(s) who ultimately holds (either directly or indirectly) more than 25% of the share capital or of the voting rights of the Company or the natural person(s) who otherwise exercises control over the company (where it determines, in fact by the voting rights it holds, the shareholders general meetings or where it is a shareholder who has the power to appoint or dismiss the majority of the members of the administrative, management or supervisory bodies). Where no natural person can be identified, the beneficial owner is the natural person who legally represents the company.


Persons who can access to ultimate beneficial ownership information: the categories of persons who are authorized to access to the ultimate beneficial ownership document are the judges, customs officials, the investigators and inspectors of the French financial market authority, the operatives of French Treasury, the national financial intelligence unit, the authorized officers of the national police, as well as customs and tax agents authorized to carry out judicial investigations or, under certain conditions, persons subject to measures designed to combat money-laundering and financing of terrorism.


Information relating to the name, first names, month and year of birth, country of residence, nationality of the beneficial owner and the nature and extent of its beneficial interests in the company are publicly available.

Germany Shareholder/s of a GmbH must be disclosed in a shareholders’ list in the commercial register, which is to be updated upon each change of shareholdings. Ultimate beneficial owners having a stake of at least 25% have to be disclosed in the transparency register due to Money Laundering Law.

Hong Kong Shareholders of a limited company must be disclosed to the Companies Registry. Every private company is required to keep and maintain a register of its shareholders and significant controller (being a person holds, directly or indirectly, more than 25% of the issued shares or voting rights in the company, or has the right to appoint or remove a majority of the board of directors of the company or exercise significant influence) at the company’s registered office address or a place in Hong Kong.

Hungary Directive 2015/849/EU, the Fourth Anti-Money Laundering Directive, has been implemented in Hungary by the anti-money laundering act (Act LIII of 2017). According to the directive, when engaging in a new business relationship, customers (legal persons, unincorporated organisations and fiduciary managers) have to provide information to service providers (eg credit institutions, lawyers) on their Hungarian and non-Hungarian ultimate beneficial owners as well.


The hereby collected data on the beneficial owners will then be forwarded to the Transparency Register - which started operating in May 2021 and is updated by the account-holding banks. The Transparency Register contains the beneficial owner's first and last name, first and last name at the time of birth, date and place of birth, nationality, address or residence and the nature and extent of the economic interest. It is a tool to allow European citizens to see what interests are being represented at Union level and on whose behalf, as well as the financial and human resources dedicated to these activities.


If the data of the ultimate beneficial owner is not provided, the service provider shall refuse to establish a business relationship. The competent authorities and financial intelligence units, in order to perform their statutory tasks, have direct access to the data recorded in the Transparency Register.
In the case of beneficial interest on real estate property or any right registered in the real estate register, beneficial interest shall be registered in the real estate register.

Ireland Yes, in most cases for private companies and for certain trust arrangements, under regulations implementing the EU Anti-Money Laundering Directives. Typically, this will apply in respect of an Irish subsidiary company if there is an individual with a majority of the ownership or voting rights of the overseas parent company.

Italy Pursuant to Legislative Decree no. 231/2007 (Italian Anti-Money Laundering Decree) it is required to disclose the beneficial ownership each time a company carries out specific activities before certain third parties (eg Notary Public, banks, Poste Italiane S.p.A., insurance companies, etc).

The process of incorporation of a NewCo, requires the disclosure of the beneficial ownership to the Notary Public.

On May 25, 2022, the decree of the Ministry of Economics implementing the Ultimate Beneficial Owners Register for companies and other private legal entities (“UBO Register”) has been published in the Italian Official Journal. The UBO is a public register in which will be included all the data concerning beneficial ownership to be disclosed by the above-mentioned subjects.

The deadline to disclose beneficial ownership data/information will depend on when the implementing regulations will be issued.

Netherlands Yes, natural persons who directly or indirectly hold more than 25% of the shares or bearer shares, voting rights or ownership interest or someone who has the direct or indirect ultimate control over the legal entity are considered to be ultimate beneficial owners (“UBO's”) and have to be registered at the Dutch Chamber of Commerce. Certain information in this register will be publicly available.

Poland There is a Central Register of Beneficial Owners operating in Poland. All forms of Polish commercial companies, including a limited liability company, a simple joint stock company and a joint stock company are required to disclose their beneficial owners in this Register.

The information on beneficial owners is publicly available.

Portugal Yes. At the Ultimate Beneficiary Owners Registry (Registo Central do Beneficiário Efetivo).

Singapore Shareholders of a company must be disclosed to the Accounting and Corporate Regulatory Authority’s registry system. Every private company is required to keep and maintain a register of registrable controllers which is private and will not be made available to the public.

Slovakia Shareholders of an LLC and founders of a Branch are disclosed in the commercial register. Shareholders of an LLC/founders of a Branch have to be updated upon each change of shareholdings.

A sole shareholder of a JSC/JSA is disclosed in the commercial register and has to be updated upon each change of shareholdings. List of shareholders of the JSA is publicly (online) available via central depository.

Ultimate beneficial owners of most of the legal entities need to be disclosed in the Commercial Registry; this information is available only for selected authorities and is not publicly accessible. Furthermore, UBO does not generally need to be disclosed other than for "know your client" checks by banks and other organisations and in some limited sectors for regulatory purposes. However, companies wishing to carry on business with state entities (agencies) are required to be registered with the special publicly accessible register established for that purposes (UBO needs to be disclosed, too).

Spain Yes.

United Arab Emirates Yes, following the issuance of Federal Cabinet Resolution No. 58 of 2020, which has been in effect since October 2020, all companies, licensed or registered in the UAE, (including the freezones) are required to maintain up to date registers for the details of the company's shareholders (including disclosure of trust arrangements) and the real beneficiaries. Only companies fully owned by UAE federal or local government are exempted from this resolution.

The two financial free zones in the UAE, the Dubai International Financial Centre (DIFC) and Abu Dhabi Global Market (ADGM) have laws and regulations for the disclosure of ultimate-beneficial-ownership details as well.

Austria Application for a tax identification number for the company within one month following the commencement of business activities at the latest.

Brazil Yes, all Brazilian entities is registered with the Brazilian Federal Revenue Services (IRS) to obtain the CNPJ’s number (registration number for entities).

The shareholders are also requested to be registered within the Brazilian IRS and the CNPJ number for legal entities is automatically granted within the registration of the foreign investment at the Brazilian Central Bank. Individuals must obtain the registration (CPF number) directly on the IRS’ website, before the investment is registered with the Central Bank.

China Yes.

Czech Republic Registration with the materially and locally competent (with legal entities depending on their registered seat) tax authorities is required within 15 days from the incorporation of the company (ie from the registration with the Commercial Register).

England & Wales HM Revenue & Customs will allocate a tax reference number following the registration
of the entity.

France VAT number will be allocated directly by the local Tax authorities to the Company further to the registration of the entity with the Trade and Companies Register.

Germany Immediately after the set-up, the local trade office (Gewerbeamt) and the competent tax office (Finanzamt) should be contacted for registration of the company.

Hong Kong All companies and local branches must apply for business registration with the Inland Revenue Department.

Business registration certificate is generally issued within 30 minutes (if application is made over the counter) or two working days (if application is made by post) upon receipt of application.

Application must be made within one month of commencement of business.

Hungary The company will automatically receive an EU VAT number as well as a local tax number upon registration.

Ireland The Revenue Commissioners will allocate a tax reference number following the
registration of the entity.

Italy VAT number will be given directly by the local Tax Office to the company during the registration process with the Register of Enterprises.

Netherlands Upon registration with the Dutch Chamber of Commerce it will provide the relevant information of registration to the Dutch Tax Authorities directly.

Poland No. After entering the entity (here: the company) into the National Court Register, the data covered by the entry is transferred via the ICT system to the Central Register of Entities - the National Register of Taxpayers. Hence with the registration into the National Court Register the company becomes automatically registered for tax purposes, with exception of VAT. The company needs to apply to tax authorities to become registered for VAT purposes.

Portugal Yes. It is mandatory to submit the declaration of commencement of activity before the Tax Authorities within 15 days from the incorporation.

Singapore From 1 January 2009, every entity that is established in Singapore (including companies and limited liability partnerships) has a unique identification number known as its Unique Entity Number (UEN). The UEN is used in all interactions with Singapore government agencies and serves as the entity’s Tax Reference Number when interacting with the Singapore tax authorities (namely, the Inland Revenue Authority of Singapore, or "IRAS" in short).

Limited liability companies will have to submit corporate income tax forms to IRAS every year.

Slovakia Application for a tax identification number (income tax) by either jointly with the registration of the business licenses or by the end of the next month following the registration of the LLC/Branch with the commercial register at the latest.

Spain Yes. For the incorporation of a Spanish entity, any foreign investor needs to obtain a Spanish Tax Identification Number. Likewise, the new company shall be registered with the Spanish Tax Authorities.

United Arab Emirates At present most onshore businesses are not subject to corporate taxes. The UAE government has however announced that a corporate tax will be introduced and become effective for financial years starting on or after 1 June 2023 (see further details in the tax section).


VAT was already implemented in the UAE on 1 January 2018, which resulted in certain mandatory and voluntary registration requirements with the Federal Tax Authority (FTA).


Any corporation conducting an economic activity for the purpose of generating income and whose value of the annual supplies in the UAE exceeds AED 375,000 over the previous 12-month period or is expected to exceed such amount in the next 30 days is required to register with the FTA.


A business may still apply to register for VAT if they do not meet the mandatory registration threshold, provided that the value of annual supplies in the UAE exceeds AED 187,500 over the previous 12-month period or is expected to exceed the voluntary registration threshold in the next 30 days.

Austria

Brazil

China

Czech Republic

England & Wales Information unavailable or not applicable

France

Germany

Hong Kong

Hungary

Ireland

Italy

Netherlands Yes

Poland

Portugal

Singapore

Slovakia

Spain

United Arab Emirates