What is the main source of law authorising this entity form?

Give a brief summary of the entity form:

Does the entity possess separate legal personality?

(Maximum) period of existence

Governing document(s)

Liability of incorporators / shareholders

(Governing) bodies

Other particularities

Can this type of entity be involved in international transactions and restructurings (e.g. cross border mergers, asset acquisitions and divestitures, equity acquisitions, conversions etc.)?

Can this type of entity be publicly listed or held, or its securities be issued to members of the public?

Can this type of entity be used for a non-profit or charitable organization?

Give a brief summary of the process of incorporation, formation, or organization, including:

Main documents required

Involvement of notary, company register, governmental authorities

Timing (estimate)

Main costs, including registration and similar fees (excluding legal fees)

Is a description of the anticipated business or purpose of the entity required for incorporation, formation or organization?

Minimum number of incorporators / shareholders and residency requirements

Minimum number of directors (or other applicable officers) and residency requirements

Minimum share capital, or equivalent, and payment requirements (including opening a bank account)

Is the physical presence of incorporators/directors/shareholders required in the jurisdiction for incorporation, formation, or organisation?

Is a tax identification number, or equivalent, required? If so, how is it obtained?

What is the title of the applicable company registry?

What types of information must be filed at the (company) register, and which of them will it be publicly available, e.g.: Articles or other formation document, Articles or other formation document, Group structure, Share capital, Directors, Accounts, Insolvency, good-standing, liquidation, Liens and encumbrances on the shares, Liens and encumbrances on assets of the entity, Other (e.g. litigation, tax matters)

What is the title of the executive body and its members? What are their main duties, tasks and responsibilities?

How are the members of the executive body appointed, dismissed and replaced?

Is it possible to appoint corporate directors or must all directors be natural persons?

Is there a requirement to have non-executive directors? How are they appointed, dismissed and replaced? Do non-executive directors serve on a separate body (two-tier structure) or can a one-tier board (with executive and non-executives) be appointed, or is some alternate structure used?

What is the title of the body of owners / shareholders / members, and what are the main tasks / responsibilities / powers of that body?

What are the majority and quorum requirements for decisions by the shareholders? Can they be varied or changed?

Any special governance regimes (e.g. depending on size, being listed at a stock exchange, or other criteria)?

What are the periodic accounting obligations incumbent upon the entity? To whom must those accounts be submitted?

Is the entity permitted to determine its own financial year?

Is the entity subject to any statutory (external) auditor obligations?

Requirements to appoint other persons (officers, secretary, internal auditor / accountants). If so, what are their functions? Are there any residency requirements?

What is the title designated for 'ownership interests' (e.g. shares, quota, interests, membership)?

Are different classes of ownership interests possible? If so, what are some examples of different classes?

What documentation is required for the transfer of ownership interests?

Are there any additional formal requirements required for the transfer of ownership (notary, approvals, stamping, filings, corporate records)?

Are there any applicable stamp duties imposed when transferring ownership interests?

How are shares issued? (including information on payment obligations, registration requirements)

Further information on equity contributions, e.g., non-cash payments on shares, (share premium) contributions without issuances of shares, can partially paid shares/ownership interests be permitted and what are the restrictions on them?

Any requirements with respect to share cancellation, share repurchase and other capital reductions

Any requirements with respect to distributions to shareholders?

Can the owners or shareholders adopt a restrictive or governing agreement among themselves such as a Shareholders Agreement?

Which are the typical annual maintenance costs of maintaining the existence and legal good standing of such an entity (excluding legal fees)?

What are the general corporate tax rates? (Specify if there is a national versus local distinction).

Summary of any specific matters, e.g. recent or prospective major legal developments