-
匈牙利
Hungary – Company types
2017年9月19日
- 公司法
Directive (EU) 2017/1132 “relating to certain aspects of company law”, entered into force on July 20, 2017, lays the foundations for a fully harmonized European company law. The European Parliament and the Council intend to create the conditions to effectively promote the fulfillment of the freedom of establishment and of the freedom to conduct business as set out by the Treaty on the Functioning of the European Union (TFEU) and the Charter of Nice. This process of consolidation has started in 2012 by the Action Plan, which was the fruit of the public consultation on the European company law and corporate governance aiming at “a modern legal framework for more engaged shareholders and sustainable companies”.
The Directive operates in two directions: on one hand, it aims at streamlining the existing legislations consolidating – and repealing – six previous Directives on European company law:
– Directive n. 82/891/EEC concerning the division of public limited liability companies;
– Directive n. 89/666/EEC concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State;
– Directive n. 2005/56/EC on cross-border mergers of limited liability companies;
– Directive n. 2009/101/EC on coordination of safeguards which, for the protection of the interests of members and third parties, are required by Member States of companies within the meaning of the second paragraph of Article 48 of the Treaty, with a view to making such safeguards equivalent,
– Directive n. 2011/35/EU concerning mergers of public limited liability companies and
– Directive n. 2012/30/EU on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty on the Functioning of the European Union, in respect of the incorporation of limited liability companies and the maintenance and alteration of their share capital.
The Annex IV includes a correlation table linking the articles of the consolidated Directives with the new one.
New rules are directed in particular to coordinate safeguards and guarantees that must be provided – as well as the information that must be disclosed – to shareholders and third parties in order to the make them equivalent throughout the Union. As matter of fact, the recitals of the Directive emphasise the need for specific harmonised safeguards to be in place, especially with respect to limited liability companies, notably because of their frequent cross-border business and their predominant feature in the economy of the Member States, more dynamic over last decades.
To date, due to the lack of a uniform discipline, there are indeed 28 different national company laws, which address domestic companies as well as foreign entities operating in another Member State to the detriment – indirectly of course – of freedom of establishment for companies, which, according to art. 54.1 of the TFEU, are to “be treated in the same way as natural persons who are nationals of Member States”.
The Directive consists of 168 articles, four Annexes and three titles that encompass different themes: from the incorporation of public limited liability companies, to companies’ representation, companies registers, branches of companies based in a Member State although govern by the law of another, capital requirements and even mergers (domestic and cross-border) or divisions of companies.
In more detail, the main innovations introduced by the Directive concern:
The incorporation of public limited companies, where the articles of incorporation and the articles of association shall be drawn up and certified in due legal form in all Member States whose laws do not provide for pre-emptive administrative or judicial control at the time the company is actually incorporated.
The implementation of a central companies register – resulting from the interconnection of the existing national registers – that enables users to access from a single web portal.
Capital requirements for public limited liability companies, which shall be not less than euro 25,000.00. The Commission will regularly examine the economic and monetary trends and, as the case may be, revise this requirement accordingly with a view to devoting this type of company to medium-sized/large undertakings.
Acts of the organs of the company, which shall be binding regardless of the validity of the appointment of the person serving in the organ itself and despite the fact that the acts actually carried out exceed the company’s corporate scope (on this issue, Member States may provide otherwise: for example providing that he company shall not be bound where such acts are outside the objects of the company, if it proves that the third party knew that the act was exceeding those objects or could not in view of the circumstances have been unaware of it, bearing in mind that the pre-emptive disclosure of this information will not suffice as it will always be necessary an assessment on case by case basis.
Disclosure requirements concerning branches of companies set up in another Member State’s territory. These branches will be subject to disclose information to the national register (which, in the meantime, will have become interconnected Europe-wide) in order to offer the public reliable and certain corporate information and data. In particular branches shall disclose information relating to the activity they carry out; the name and legal form of the company and the name of the branch, whenever they differ with one another; the relevant accounting documents along with the identity of the subjects authorized to represent the company in legal proceedings and deal with third parties (it will also be necessary to specify whether they have to operate jointly or not). Likewise, it will be necessary to disclose the information regarding the bankruptcy/winding-up procedures the company may go through along with the identity and the powers of the receiver or, in any case, the person in charge of the winding-up procedure/bankruptcy procedure.
Mergers and companies divisions that will have to be carried out taking into account the safeguards provided by the Directive 2001/23/EC to protect the workers of the companies involved. In this case, the Directive provides a discipline that, similarly to the companies’ incorporation procedure, requires that the document regulating the merger (deeds, contracts depending on the national rules on this matter) shall be drawn up and certified in due legal form whenever the laws of the Member State do not proved for judicial or administrative pre-emptive supervision as to the lawfulness of the whole operation. The same rule shall apply in the event the national laws required that the merger project is approved by the general shareholders meeting of the company.
In the end, if the Directive will have a partial impact on the development a uniform European company law, it is worth noticing that this consolidation project has excluded the harmonization of several further EU Directives concerning the Company Law. As far as the Italian Law it can be said as it is almost entirely compliant already with the Directive excluding those rule on capital requirement (in Italy nowadays the minimum share capital of società per azioni is fixed in 50 thousand euro) and the implementation of the European companies register and the company’s representation rules.. As it does not introduce any new provision, there is no date for the Member States to transpose it at a national level, however, the Annex III remarks the time limit to incorporate the abolished Directives into the domestic legal systems.
As clearly set forth by the Directive “this Directive is not aimed at establishing any centralised registers database storing substantive information about companies. At the stage of implementation of the system of interconnection of central, commercial and companies registers (‘the system of interconnection of registers’), only the set of data necessary for the correct functioning of the platform should be defined”. Surely, the leading aim of the Directive is to improve the certainty of the disclosure and the cross-border access to company and its brunches information, this purpose is very challenging considering the national system of the company registers which are quite fragmented at a local level.
The author of this post is Milena Prisco.
我们很高兴与您分享这个视频来介绍legalmondo，第一个从线上到线下的国际律师平台，
让您可以在全世界范围内寻找您需要的律师，获得联系，一起合作，无缝接轨。
http://vimeo.com/238036667
The limited liability company (“Limitada”) is the most common form of corporate organization in Brazil, being largely adopted in view of advantages. A Limitada must have at least two partners (quotaholders), natural persons or legal entities that do not need to be Brazilian or Brazilian residents.
As a consequence of such requirement, many companies adopting the limited liability form would have a second partner holding as little as one quota simply to comply with the legal requirement. In many cases, the second partner would have no interference in the business but undertakes a liability that is not under his/her/its control.
Also, the need of the second partner would imply in extra costs with documentation and bureaucratic measures, not to mention extra accounting requirements when such second partner is a legal entity.
In 2011 a new legislation was passed modifying the Brazilian Civil Code and included a new corporate form, the Limited Liability Individual Company, known as EIRELI. However, the EIRELI could not be incorporated with a legal entity as its holder, but would only be applicable to natural persons, whether Brazilians or Brazilian residents.
Finally, in May 2017, the Brazilian Civil Code was modified once again in order to allow legal entities, whether domiciled in Brazil or not, to be the sole holders of an EIRELI. However, a holder of an EIRELI can only hold a single company incorporated as an EIRELI.
A Limitada or an EIRELI are advantageous as they (i) are subject to fewer disclosure requirements as opposed to a corporation; (ii) have a simpler and less expensive organization; and (iii) corporate decisions can be taken easier and quicker.
This Article intends to present the basic organization of a Limitada and of an EIRELI, as follows:
Partners, Quotas and Capital
A Limitada must have at least two partners, natural persons or legal entities that do not need to be Brazilian or Brazilian residents. An EIRELI may have only one holder, natural person or legal entity that do not need to be Brazilian or Brazilian resident.
Each of the foreign partners or the holder, in case of EIRELI, shall name a legal representative, who lives in Brazil, with minimum powers to accept service of process and for representation before the Federal Revenue for obtaining a taxpayer number (for controlling purposes only).
There is no minimum quota capital requirement for most cases, unless a permanent visa is required or if an import license is needed (the amount of the company’s capital influences the authorized amounts for imports and exports). The Brazilian company may be financed either by the direct investment (capital) or by loans to be granted by the partners. In case of loans, thin-capitalization rules apply.
The ownership of the Limitada quotas or of the EIRELI is reflected in the company’s Articles of Association, since no certificates to that effect are issued.
The quotas of a Limitada can only be transferred by a specific amendment to the Articles of Association and must be subscribed at the time the company is established. The EIRELI’s capital may or may not be divided into quotas.
The company’s capital does not have to be paid up upon incorporation; it may be paid up within a certain period of time (i.e., two years), in Brazilian currency or goods.
Company’s name, objectives and address
The Limitada’s name has to include some words that indicate what the company’s objectives are. The names should be followed by the objectives (if more than one just the main objective) and by the specific area of the market. The EIRELI does not have to follow those requirements.
The company objectives and address must be included in the Articles of Association.
Administration
The administration structure of the Limitada and of the EIRELI must be determined in the Articles Association. In addition, in the Articles of Association, or in a separate document for the Limitada, at least one administrator (general manager) has to be nominated. The partners of the Limitada or the holder of the EIRELI are(is) free to appoint one or several of them to administer the company, as well as third parties.
The administrator has to be a Brazilian resident, meaning either a Brazilian or an expatriate bearing a permanent visa.
Partners Resolutions
Most of the partners’ resolutions in a Limitada may be taken by majority of the capital or by any higher quorum agreed upon by the partners.
Resolutions of the partners altering the Articles of Association or deciding on acquisition, merger, dissolution, and cessation of the liquidation status must be taken by three quarters of the company’s capital. A few other resolutions as the election of the administrators when the capital is not fully paid up must be taken by the totality of the company’s capital.
As the EIRELI has one single holder, all decisions are taken by the holder.
Liability of Partners and of Holder
The liability of the partners of the Limitada and of the EIRELI’s holder is limited to their respective participations in the company’s capital, except when the company’s capital is not fully paid-up. In this case, the partners are liable, with their personal assets, for the total amount of the company’s capital. Please note that in certain cases of disregard of the corporate veil, activities against the law and acts performed without proper authority, the partners or the holder may be unlimitedly responsible, especially in tax, labor and environment areas. In case of non-payment of taxes the administrator may be held co-responsible.
In this clip I briefly introduce the main options to consider when doing business in Iran.
You can read more on this topic in my articles An introduction to Iran Corporations and Obtaining a Foreign Investment License and browse Legalmondo’s blog for some other posts on doing business in the region.
公司种类
根据德国法律，有几种类型的公司可供选择。然而，最适合在德国经商的经营主体类型是：
- 有限责任公司(“GmbH” and “UG”);
- 股份有限公司(“AG”);
- 有限合伙公司(“KG”).
选择的标准是责任、税收、融资、个人参与和控制以及灵活性。对于较大的公司，有限责任公司（“GmbH”）或股份有限公司(“AG”)通常最合适。他们的股东责任仅限于各自的股份。最低股本在50000欧元(股份有限公司AG)、25000欧元（有限责任公司GmbH）和1欧元（有限责任公司的子公司UG）之间变化。有限责任公司（“GmbH”）及其子公司（“UG”）的股份转让通常须经其他股东批准和公证，而股份有限公司的股份可自由转让。然而，有限责任公司（GmbH）是一个比起股份有限公司（AG）更加灵活和程序要求不高的主体类型。有限责任公司（GmbH）, 有限责任公司子公司（UG）, 和股份有限公司 （AG）是由一个或多个创始股东组成的公司，通过章程并任命其总经理，比如在股份有限公司（AG）中，在公证书中设立监事会（至少有三名成员）。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。由于税收原因，合伙公司往往更受青睐，尤其是有限合伙公司（KG），因为有限责任的原因，通常与作为普通合伙人的公司合并(“有限责任公司GmbH 与有限合伙公司 KG” 或者 “股份有限公司AG 和 Co. 有限合伙公司KG”)。其需要至少两位合伙人。
所依据的法律：
外国企业一般与国内企业受相同的法律规范。例外的是，德国国家经济与技术部可以限制或者禁止位于欧盟，冰岛，列支敦士登，挪威或者瑞士（欧洲经济区“EEA”）之外的个人或者经营实体收购或者参股国内经营主体。前提是：
- 外国投资者在一家德国公司中获得25%或者更多的投票权。
- 收购危害了国家公共秩序或安全（对外贸易和支付条例[“AWV”]55-59节）。如果所收购的国内商业实体涉及到基础设施部门（电信、电力供应、火车、机场或医院），情况尤其如此。
有限公司的成立
有限责任公司（GmbH或UG，见上文）要求最低股本为25000欧元（GmbH）和1欧元（对于“UG”）。GmbH和UG由一个或一个以上的创始股东组成，通过章程并在公证书中任命其总经理。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。
股份有限公司的成立
一个股份有限公司所要求的最低股本（AG）是50000欧元。
股份有限公司由一个或多个创始股东组成，在章程中通过章程，并在公证书中设立监事会（至少有三名成员）。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。
成立代表处
“代表处”的任务仅限于观察市场而非经营业务。在德国商法下，代表处不作为独立部门存在。相反，在德国，一个代表处可为外国公司的一个分支代表处（见下文），或为一个独立承包商/业务提供商（但并非外国公司）的代表处。代表处不需要于商业登记处注册。相反，在当地贸易局（“gewerbeanzeige”）进行一个正式的登记便足够。
成立一个分公司
进行直接销售的另一途径是建立
- 一个自治分公司(„selbständige Zweigniederlassung“)或
- 一个从属分公司(„unselbständige Zweigniederlassung“)
分公司不是独立的实体，而是属于主公司的总部，并受管理总部的相同的组织法的约束。因此分公司的责任取决于总部。
一个自治的分公司进行与总部相同的业务活动（不仅仅是辅助活动）。此外，它具有一定的个人的和事实上的自主权，特别是通过关于自主行政权力、银行账户、资产负债表和商业资产的管理。这样的分公司需注册于
- 当地贸易局（如上文）
- 德国商业注册。其需分公司的详细信息，包括一个在其“母国”的商业登记公证副本及其董事的代表权，再加上公司记录和章程。所有文件应翻译成德语并且公证副本应认证（通常通过一个旁注）。
从属分公司不自主行事，但强烈依赖总部（例如，它以总部的名义开具发票）。
税收程序
在德国经营的外国企业和个人，有两级征税：
- 贸易税适用于德国的所有企业和个人，并按应纳税收益支付。作为地方税，不同市政府的税率不同；
- 所得税取决于业务实体：
- 公司缴纳企业所得税（15%的税率）。股东须缴纳资产收益税和股息税。德国公司的平均税负为30%（企业所得税和贸易税）。
- 合伙企业本身不受所得税的约束，但其合伙人受公司（如企业实体）或个人（如个人）所得税的约束。
- 个人缴纳个人所得税。税率随着收入的增加而增加（最多为45%，收入为250000欧元时），但可以缴纳贸易税来相抵。股息和资产收益适用特别的税率。
对于股息、资产收益、付款利息和许可证费用，需缴纳预扣税（“Kapitalertragssteuer”）。这相当于分配给公司的资产收益的25%（再加上5.5%的“团结附加税”，加入税额）。如果这些税款涉及与企业原籍国签订的双重征税条约，则这些税款可退还。
公司登记
在德国建立公司的要求在公司登记或商业登记处（“handelsregister”）注册。登记由地方法院管理。其向商人和商业公司说明在德国如何经营。其目标是在与这些公司打交道时创造透明度和法律安全（例如了解公司的总经理、其注册席位、创始资本等）。这些均可以通过访问www.handelsregister.de.网站得到。
Brazilian legislation requires every nonresident that holds quotas, capital or shares of a Brazilian company appoints an attorney-in-fact that resides in the country, with powers to receive service of process.
Besides granting the power required by law, foreign partners usually grant other powers to their attorneys-in-fact, in order to facilitate the procedures, since all documents executed abroad must be notarized and Apostilled, and once they arrive in Brazil they must be translated by a sworn translator and registered before the Public Registry of Titles and Documents, in order to be valid in Brazil, which is time and money consuming.
Also, all foreign companies holding quotas, capital or shares of the Brazilian company, need a Taxpayer number, called CNPJ. The taxpayer number is not for tax payment purposes, but for controlling purposes only. The foreign partners / holder need to grant a power of attorney for their enrollment at CNPJ, and representation before the Federal Revenue in all matters.
By the time the company is incorporated the Power of Attorney granting the above-mentioned mandatory powers must be presented before the Board of Trade.
Moreover, all Foreign Direct Investment must be registered at the Central Bank of Brazil. This means that every time the foreign shareholder/partner transfers money to the Brazilian company as investment, the respective exchange agreement must be registered at the Central Bank. Such registration is done electronically.
The main effects of such registration are the possibility of remitting dividends and of repatriating the capital invested.
In view of the above, the documents to be presented at the incorporation of a company in Brazil are:
- Power of Attorney granting to a Brazilian resident powers to accept service of process, for enrollment at CNPJ and representation before the Federal Revenue;
- In case the foreign partners/shareholders/holder are/is a natural person, a copy of his/her passport;
- In case the foreign partners/shareholders/holder are/is a legal entity:
– Copy of the passport of the legal representative of the foreign partners/shareholders/holder; and
– Updated Certificate issued by the Board of Trade of the foreign partners/shareholders/holder’s head offices attesting: (a) its existence and good standing, and (b) its legal representatives for the purposes of evidencing that the company was duly represented in the Power of Attorney granted. This document (or a separate one issued by a public authority) must also contain the head offices address, name of shareholders, capital and objectives.
Note that all documents need to be duly notarized and apostilled. Once they arrive in Brazil, they will undergo sworn translation and will be registered at the Public Registry Office in order to be valid.
We would like to point out that the Federal Revenue and commercial banks have increasingly been requesting a series of complementary documents for compliance reasons, so that the final beneficiaries (natural person) of each foreign company holding quotas, capital or shares of Brazilian entities may be identified.
At the chosen bank’s own discretion, other documents may be necessary, as balance sheets, statements and corporate documentation until the end controller (natural person) is identified. These documents must be presented for the opening of a bank account, and banks have been taking quite some time to open the account.
The purpose of this brief essay is to give an overview of company types according to Hungarian law, along with some relevant legal standards that define their operation.
A member of the European Union since 1 May 2004, Hungary is a country in rapid growth and, as such, an attractive destination for prospective investors that wish to set up a local enterprise.
What kind of business associations can be established?
Hungarian Civil Code regulates the foundation, organization and operation of business associations with a registered seat in Hungary.
The Hungarian law complies with EU legislation and allows for foreign nationals to establish business associations in Hungary under the same terms and conditions as Hungarian citizens.
- General Partnership (Hungarian: “Közkereseti társaság”)
Members of the partnership shall undertake to jointly engage in business operations with unlimited, joint and several liability, and to make available the capital contribution necessary for the activities of the partnership.
- Limited Partnership (Hungarian: “Betéti társaság”)
Members of the partnership shall undertake to jointly engage in business operations, and the liability of at least one member (general partner) for the obligations of the partnership shall be unlimited. If there is more than one general partner, all general partners shall be jointly and severally liable. At least one other member (limited partner) shall only be obliged to provide the capital contribution undertaken in the Memorandum of Association, and, with the exceptions set out in the Hungarian Civil Code, shall not be liable for the obligations of the partnership.
- Limited Liability Company (Hungarian: “Korlátolt felelősségű társaság”)
This is a business association founded with an initial capital (so-called subscribed capital) consisting of capital contributions of a pre-determined amount, where the liability of members to the company is limited to the provision of the contribution to the initial capital, and possibly to other contributions established in the partnership agreement. This is the most common company form in Hungary. The minimum subscribed capital required to start a company has been recently raised to HUF 3,000,000 (approximately € 10,000).
- Limited (Joint-Stock) Company (Hungarian: “Részvénytársaság”)
Limited companies are business associations founded with a share capital (subscribed capital) consisting of shares of pre-determined face value, and the obligation of members (shareholders) to the company is limited to the provision of the face value or issue price of shares.
Private and public limited companies are usually founded for larger investments in terms of invested capital. The minimum subscribed capital of a private limited company (“Zrt”) is HUF 5,000,000 (approximately € 15,000), while a public limited company (“Nyrt”) requires a capital of at least HUF 20,000,000 (approximately € 60,000). Privately held companies (“Zrt”) operate similarly to public limited companies but their shares cannot be listed on the stock exchange and specific provisions apply to the sale and purchase of shares.
Pursuant to the law, nonprofit business associations can also be set up.
What is the procedure for founding a business association?
A business association can be founded by both Hungarian and foreign citizens.
The first step is signing a Memorandum of Association, which is usually drafted and countersigned by a legal practitioner or notary. The format of this document varies depending on the kind of business association established.
Since 16 March 2017, there is no administrative fee for founding an association, with the exception of privately held companies (“Zrt”), for which it amounts to HUF 50,000 (approximately € 150).
The next step is requesting the inclusion of the company in the Register of Companies, which, according to Hungarian law, shall be carried out by a lawyer.
The following documents shall be submitted with the registration request: Memorandum of Association; acceptance of mandates (executive officers, members of the supervisory board, and auditor); statement by the executive officer or certificate from the financial institution about the payment of initial contributions; special power of attorney granted to the legal representative; certificate of payment of the necessary expenses.
The registration request shall be submitted to the County Court within thirty (30) days from the foundation of the business association. Foundation of certain types of businesses may require prior authorization by relevant authorities (e.g. foundation permit in the banking sector). In that case, the request of registration shall be issued within fifteen (15) days from receipt of the foundation permit.
The Court has eight (8) days to review and approve the request and the attached documents. Within the framework of the Hungarian Civil Code and other legal regulations, members (shareholders) may freely establish the contents of the articles of association, according to their own personal and economic needs.
Once the registration is completed, the association will be listed in the Register of Companies and published in the Official Company Gazette (Hungarian: “Cégközlöny”).
What is the corporate tax rate in Hungary?
As of 1 January 2017, the Hungarian government cut the corporate tax rate to 9%, and now Hungary has the lowest level of corporate taxes in Europe, which gives the country a competitive edge to attract foreign direct investment to the country.
The author of this article is Balint Halmos.
愿意在伊朗经营的外国公司有两个主要选择。他们可以在伊朗注册公司，也可以为自己的公司设立分公司或代表处。每个选项都有一系列的特权。
由于最近在伊朗成立公司的法律和惯例的改变，在伊朗设立100%外资公司并不需要伊朗的合伙人是有可能的。根据《伊朗商事登记法》第一条，“任何在伊朗成立的公司都是伊朗公司”，无论合伙人的国籍如何。因此，作为伊朗公司，由外国人组成的公司可以获得一般伊朗公司的所有奖励、设施和可能性。例如，对于外国国民，在伊朗成立一家公司的一个重要优点是它能使公司拥有不动产。事实上，根据伊朗的不动产所有权法，外国人在法律上没有资格拥有任何土地。然而，在伊朗法人实体中成为合伙人的外国人可以以公司名义购买并拥有房地产。只要不违背国家的法律法规，这些公司也可以在任何时候租用不动产。伊朗最受欢迎的两种公司类型是有限责任公司和股份有限公司。
有限责任公司是在两个或两个以上自然人之间以贸易为目的而设立的公司，不将资本划分为股份。在这种公司类型中，每个合伙人的责任严格限制在他们所投资的资本上。该公司的名称不应包含任何合伙人的姓名，否则合伙人将有相对于第三方的无限责任。这种公司类型的合伙人人数最少是两个人，这与股份有限公司不同。
另一种在伊朗运营的非常普遍的公司类型是股份有限公司。这种公司类型的特点是将资本划分成股份。股份有限公司分为公有股份和私有股份。区别在于公有股份有限公司公开发行股票的可能性。私人股份有限公司的最低股东人数为三人，而公有股份公司至少需要五名股东，这些股东应至少提供总资本的五分之一。
除了成立伊朗公司外，外国实体还可以在伊朗注册分公司或代表处。为了允许外国公司通过分公司或代表处在伊朗工作，这些公司需要在其原籍国得到法律承认。
一项单一条款法于1997在伊朗议会通过，允许在外国司法管辖区合法注册的公司在伊朗注册分公司/代表处。这样的分公司/代表处可从事下列活动：
- 提供海外产品/服务的售后服务。
- 订立伊朗和外国公司签订的经营合同。
- 开展调查，为伊朗外商投资提供必要条件。
- 与伊朗技术/工程公司合作，在其他国家开展项目。
- 增加伊朗的非石油出口。
- 提供技术/工程服务和技术转让。
- 从事伊朗法律主管机关授权的活动，如运输、保险、货物检验、银行、市场营销等。
一个分公司或代表处的管理需要由居住在伊朗的一个或多个自然人完成。分公司是外国公司的当地单位，直接负责外国公司在当地开展的活动。分公司应以公司名义和责任行事。相反，代表处可以是自然人，也可以是法人，应当以自己的名义和责任行事。
想要在伊朗注册分公司的外国公司，需要向登记和工业产权办公室提交公司的一些有关申请的文件。
至于代表处，必须介绍一名伊朗法律或自然人作为代表。每个公司都允许在伊朗注册一个官方代表处。除代理协议外，该代表将在伊朗履行部分外国公司的职责。代表应将申请书附上的经核证的翻译和原始文件提交公司登记处和工业产权局。
不允许进行交易的代表处和分支机构，专门为母公司进行市场调查，并从母公司收取费用以支付其费用，向母公司收取的付款无需交税。
西班牙 
越南 
巴西 
法国 
沙特阿拉伯 
Finland 
埃及 
德国 
比利时 
澳大利亚 
葡萄牙 伊朗公司的介绍
2017年9月13日
-
伊朗
- 公司法
Directive (EU) 2017/1132 “relating to certain aspects of company law”, entered into force on July 20, 2017, lays the foundations for a fully harmonized European company law. The European Parliament and the Council intend to create the conditions to effectively promote the fulfillment of the freedom of establishment and of the freedom to conduct business as set out by the Treaty on the Functioning of the European Union (TFEU) and the Charter of Nice. This process of consolidation has started in 2012 by the Action Plan, which was the fruit of the public consultation on the European company law and corporate governance aiming at “a modern legal framework for more engaged shareholders and sustainable companies”.
The Directive operates in two directions: on one hand, it aims at streamlining the existing legislations consolidating – and repealing – six previous Directives on European company law:
– Directive n. 82/891/EEC concerning the division of public limited liability companies;
– Directive n. 89/666/EEC concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State;
– Directive n. 2005/56/EC on cross-border mergers of limited liability companies;
– Directive n. 2009/101/EC on coordination of safeguards which, for the protection of the interests of members and third parties, are required by Member States of companies within the meaning of the second paragraph of Article 48 of the Treaty, with a view to making such safeguards equivalent,
– Directive n. 2011/35/EU concerning mergers of public limited liability companies and
– Directive n. 2012/30/EU on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty on the Functioning of the European Union, in respect of the incorporation of limited liability companies and the maintenance and alteration of their share capital.
The Annex IV includes a correlation table linking the articles of the consolidated Directives with the new one.
New rules are directed in particular to coordinate safeguards and guarantees that must be provided – as well as the information that must be disclosed – to shareholders and third parties in order to the make them equivalent throughout the Union. As matter of fact, the recitals of the Directive emphasise the need for specific harmonised safeguards to be in place, especially with respect to limited liability companies, notably because of their frequent cross-border business and their predominant feature in the economy of the Member States, more dynamic over last decades.
To date, due to the lack of a uniform discipline, there are indeed 28 different national company laws, which address domestic companies as well as foreign entities operating in another Member State to the detriment – indirectly of course – of freedom of establishment for companies, which, according to art. 54.1 of the TFEU, are to “be treated in the same way as natural persons who are nationals of Member States”.
The Directive consists of 168 articles, four Annexes and three titles that encompass different themes: from the incorporation of public limited liability companies, to companies’ representation, companies registers, branches of companies based in a Member State although govern by the law of another, capital requirements and even mergers (domestic and cross-border) or divisions of companies.
In more detail, the main innovations introduced by the Directive concern:
The incorporation of public limited companies, where the articles of incorporation and the articles of association shall be drawn up and certified in due legal form in all Member States whose laws do not provide for pre-emptive administrative or judicial control at the time the company is actually incorporated.
The implementation of a central companies register – resulting from the interconnection of the existing national registers – that enables users to access from a single web portal.
Capital requirements for public limited liability companies, which shall be not less than euro 25,000.00. The Commission will regularly examine the economic and monetary trends and, as the case may be, revise this requirement accordingly with a view to devoting this type of company to medium-sized/large undertakings.
Acts of the organs of the company, which shall be binding regardless of the validity of the appointment of the person serving in the organ itself and despite the fact that the acts actually carried out exceed the company’s corporate scope (on this issue, Member States may provide otherwise: for example providing that he company shall not be bound where such acts are outside the objects of the company, if it proves that the third party knew that the act was exceeding those objects or could not in view of the circumstances have been unaware of it, bearing in mind that the pre-emptive disclosure of this information will not suffice as it will always be necessary an assessment on case by case basis.
Disclosure requirements concerning branches of companies set up in another Member State’s territory. These branches will be subject to disclose information to the national register (which, in the meantime, will have become interconnected Europe-wide) in order to offer the public reliable and certain corporate information and data. In particular branches shall disclose information relating to the activity they carry out; the name and legal form of the company and the name of the branch, whenever they differ with one another; the relevant accounting documents along with the identity of the subjects authorized to represent the company in legal proceedings and deal with third parties (it will also be necessary to specify whether they have to operate jointly or not). Likewise, it will be necessary to disclose the information regarding the bankruptcy/winding-up procedures the company may go through along with the identity and the powers of the receiver or, in any case, the person in charge of the winding-up procedure/bankruptcy procedure.
Mergers and companies divisions that will have to be carried out taking into account the safeguards provided by the Directive 2001/23/EC to protect the workers of the companies involved. In this case, the Directive provides a discipline that, similarly to the companies’ incorporation procedure, requires that the document regulating the merger (deeds, contracts depending on the national rules on this matter) shall be drawn up and certified in due legal form whenever the laws of the Member State do not proved for judicial or administrative pre-emptive supervision as to the lawfulness of the whole operation. The same rule shall apply in the event the national laws required that the merger project is approved by the general shareholders meeting of the company.
In the end, if the Directive will have a partial impact on the development a uniform European company law, it is worth noticing that this consolidation project has excluded the harmonization of several further EU Directives concerning the Company Law. As far as the Italian Law it can be said as it is almost entirely compliant already with the Directive excluding those rule on capital requirement (in Italy nowadays the minimum share capital of società per azioni is fixed in 50 thousand euro) and the implementation of the European companies register and the company’s representation rules.. As it does not introduce any new provision, there is no date for the Member States to transpose it at a national level, however, the Annex III remarks the time limit to incorporate the abolished Directives into the domestic legal systems.
As clearly set forth by the Directive “this Directive is not aimed at establishing any centralised registers database storing substantive information about companies. At the stage of implementation of the system of interconnection of central, commercial and companies registers (‘the system of interconnection of registers’), only the set of data necessary for the correct functioning of the platform should be defined”. Surely, the leading aim of the Directive is to improve the certainty of the disclosure and the cross-border access to company and its brunches information, this purpose is very challenging considering the national system of the company registers which are quite fragmented at a local level.
The author of this post is Milena Prisco.
我们很高兴与您分享这个视频来介绍legalmondo，第一个从线上到线下的国际律师平台，
让您可以在全世界范围内寻找您需要的律师，获得联系，一起合作，无缝接轨。
http://vimeo.com/238036667
The limited liability company (“Limitada”) is the most common form of corporate organization in Brazil, being largely adopted in view of advantages. A Limitada must have at least two partners (quotaholders), natural persons or legal entities that do not need to be Brazilian or Brazilian residents.
As a consequence of such requirement, many companies adopting the limited liability form would have a second partner holding as little as one quota simply to comply with the legal requirement. In many cases, the second partner would have no interference in the business but undertakes a liability that is not under his/her/its control.
Also, the need of the second partner would imply in extra costs with documentation and bureaucratic measures, not to mention extra accounting requirements when such second partner is a legal entity.
In 2011 a new legislation was passed modifying the Brazilian Civil Code and included a new corporate form, the Limited Liability Individual Company, known as EIRELI. However, the EIRELI could not be incorporated with a legal entity as its holder, but would only be applicable to natural persons, whether Brazilians or Brazilian residents.
Finally, in May 2017, the Brazilian Civil Code was modified once again in order to allow legal entities, whether domiciled in Brazil or not, to be the sole holders of an EIRELI. However, a holder of an EIRELI can only hold a single company incorporated as an EIRELI.
A Limitada or an EIRELI are advantageous as they (i) are subject to fewer disclosure requirements as opposed to a corporation; (ii) have a simpler and less expensive organization; and (iii) corporate decisions can be taken easier and quicker.
This Article intends to present the basic organization of a Limitada and of an EIRELI, as follows:
Partners, Quotas and Capital
A Limitada must have at least two partners, natural persons or legal entities that do not need to be Brazilian or Brazilian residents. An EIRELI may have only one holder, natural person or legal entity that do not need to be Brazilian or Brazilian resident.
Each of the foreign partners or the holder, in case of EIRELI, shall name a legal representative, who lives in Brazil, with minimum powers to accept service of process and for representation before the Federal Revenue for obtaining a taxpayer number (for controlling purposes only).
There is no minimum quota capital requirement for most cases, unless a permanent visa is required or if an import license is needed (the amount of the company’s capital influences the authorized amounts for imports and exports). The Brazilian company may be financed either by the direct investment (capital) or by loans to be granted by the partners. In case of loans, thin-capitalization rules apply.
The ownership of the Limitada quotas or of the EIRELI is reflected in the company’s Articles of Association, since no certificates to that effect are issued.
The quotas of a Limitada can only be transferred by a specific amendment to the Articles of Association and must be subscribed at the time the company is established. The EIRELI’s capital may or may not be divided into quotas.
The company’s capital does not have to be paid up upon incorporation; it may be paid up within a certain period of time (i.e., two years), in Brazilian currency or goods.
Company’s name, objectives and address
The Limitada’s name has to include some words that indicate what the company’s objectives are. The names should be followed by the objectives (if more than one just the main objective) and by the specific area of the market. The EIRELI does not have to follow those requirements.
The company objectives and address must be included in the Articles of Association.
Administration
The administration structure of the Limitada and of the EIRELI must be determined in the Articles Association. In addition, in the Articles of Association, or in a separate document for the Limitada, at least one administrator (general manager) has to be nominated. The partners of the Limitada or the holder of the EIRELI are(is) free to appoint one or several of them to administer the company, as well as third parties.
The administrator has to be a Brazilian resident, meaning either a Brazilian or an expatriate bearing a permanent visa.
Partners Resolutions
Most of the partners’ resolutions in a Limitada may be taken by majority of the capital or by any higher quorum agreed upon by the partners.
Resolutions of the partners altering the Articles of Association or deciding on acquisition, merger, dissolution, and cessation of the liquidation status must be taken by three quarters of the company’s capital. A few other resolutions as the election of the administrators when the capital is not fully paid up must be taken by the totality of the company’s capital.
As the EIRELI has one single holder, all decisions are taken by the holder.
Liability of Partners and of Holder
The liability of the partners of the Limitada and of the EIRELI’s holder is limited to their respective participations in the company’s capital, except when the company’s capital is not fully paid-up. In this case, the partners are liable, with their personal assets, for the total amount of the company’s capital. Please note that in certain cases of disregard of the corporate veil, activities against the law and acts performed without proper authority, the partners or the holder may be unlimitedly responsible, especially in tax, labor and environment areas. In case of non-payment of taxes the administrator may be held co-responsible.
In this clip I briefly introduce the main options to consider when doing business in Iran.
You can read more on this topic in my articles An introduction to Iran Corporations and Obtaining a Foreign Investment License and browse Legalmondo’s blog for some other posts on doing business in the region.
公司种类
根据德国法律，有几种类型的公司可供选择。然而，最适合在德国经商的经营主体类型是：
- 有限责任公司(“GmbH” and “UG”);
- 股份有限公司(“AG”);
- 有限合伙公司(“KG”).
选择的标准是责任、税收、融资、个人参与和控制以及灵活性。对于较大的公司，有限责任公司（“GmbH”）或股份有限公司(“AG”)通常最合适。他们的股东责任仅限于各自的股份。最低股本在50000欧元(股份有限公司AG)、25000欧元（有限责任公司GmbH）和1欧元（有限责任公司的子公司UG）之间变化。有限责任公司（“GmbH”）及其子公司（“UG”）的股份转让通常须经其他股东批准和公证，而股份有限公司的股份可自由转让。然而，有限责任公司（GmbH）是一个比起股份有限公司（AG）更加灵活和程序要求不高的主体类型。有限责任公司（GmbH）, 有限责任公司子公司（UG）, 和股份有限公司 （AG）是由一个或多个创始股东组成的公司，通过章程并任命其总经理，比如在股份有限公司（AG）中，在公证书中设立监事会（至少有三名成员）。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。由于税收原因，合伙公司往往更受青睐，尤其是有限合伙公司（KG），因为有限责任的原因，通常与作为普通合伙人的公司合并(“有限责任公司GmbH 与有限合伙公司 KG” 或者 “股份有限公司AG 和 Co. 有限合伙公司KG”)。其需要至少两位合伙人。
所依据的法律：
外国企业一般与国内企业受相同的法律规范。例外的是，德国国家经济与技术部可以限制或者禁止位于欧盟，冰岛，列支敦士登，挪威或者瑞士（欧洲经济区“EEA”）之外的个人或者经营实体收购或者参股国内经营主体。前提是：
- 外国投资者在一家德国公司中获得25%或者更多的投票权。
- 收购危害了国家公共秩序或安全（对外贸易和支付条例[“AWV”]55-59节）。如果所收购的国内商业实体涉及到基础设施部门（电信、电力供应、火车、机场或医院），情况尤其如此。
有限公司的成立
有限责任公司（GmbH或UG，见上文）要求最低股本为25000欧元（GmbH）和1欧元（对于“UG”）。GmbH和UG由一个或一个以上的创始股东组成，通过章程并在公证书中任命其总经理。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。
股份有限公司的成立
一个股份有限公司所要求的最低股本（AG）是50000欧元。
股份有限公司由一个或多个创始股东组成，在章程中通过章程，并在公证书中设立监事会（至少有三名成员）。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。
成立代表处
“代表处”的任务仅限于观察市场而非经营业务。在德国商法下，代表处不作为独立部门存在。相反，在德国，一个代表处可为外国公司的一个分支代表处（见下文），或为一个独立承包商/业务提供商（但并非外国公司）的代表处。代表处不需要于商业登记处注册。相反，在当地贸易局（“gewerbeanzeige”）进行一个正式的登记便足够。
成立一个分公司
进行直接销售的另一途径是建立
- 一个自治分公司(„selbständige Zweigniederlassung“)或
- 一个从属分公司(„unselbständige Zweigniederlassung“)
分公司不是独立的实体，而是属于主公司的总部，并受管理总部的相同的组织法的约束。因此分公司的责任取决于总部。
一个自治的分公司进行与总部相同的业务活动（不仅仅是辅助活动）。此外，它具有一定的个人的和事实上的自主权，特别是通过关于自主行政权力、银行账户、资产负债表和商业资产的管理。这样的分公司需注册于
- 当地贸易局（如上文）
- 德国商业注册。其需分公司的详细信息，包括一个在其“母国”的商业登记公证副本及其董事的代表权，再加上公司记录和章程。所有文件应翻译成德语并且公证副本应认证（通常通过一个旁注）。
从属分公司不自主行事，但强烈依赖总部（例如，它以总部的名义开具发票）。
税收程序
在德国经营的外国企业和个人，有两级征税：
- 贸易税适用于德国的所有企业和个人，并按应纳税收益支付。作为地方税，不同市政府的税率不同；
- 所得税取决于业务实体：
- 公司缴纳企业所得税（15%的税率）。股东须缴纳资产收益税和股息税。德国公司的平均税负为30%（企业所得税和贸易税）。
- 合伙企业本身不受所得税的约束，但其合伙人受公司（如企业实体）或个人（如个人）所得税的约束。
- 个人缴纳个人所得税。税率随着收入的增加而增加（最多为45%，收入为250000欧元时），但可以缴纳贸易税来相抵。股息和资产收益适用特别的税率。
对于股息、资产收益、付款利息和许可证费用，需缴纳预扣税（“Kapitalertragssteuer”）。这相当于分配给公司的资产收益的25%（再加上5.5%的“团结附加税”，加入税额）。如果这些税款涉及与企业原籍国签订的双重征税条约，则这些税款可退还。
公司登记
在德国建立公司的要求在公司登记或商业登记处（“handelsregister”）注册。登记由地方法院管理。其向商人和商业公司说明在德国如何经营。其目标是在与这些公司打交道时创造透明度和法律安全（例如了解公司的总经理、其注册席位、创始资本等）。这些均可以通过访问www.handelsregister.de.网站得到。
Brazilian legislation requires every nonresident that holds quotas, capital or shares of a Brazilian company appoints an attorney-in-fact that resides in the country, with powers to receive service of process.
Besides granting the power required by law, foreign partners usually grant other powers to their attorneys-in-fact, in order to facilitate the procedures, since all documents executed abroad must be notarized and Apostilled, and once they arrive in Brazil they must be translated by a sworn translator and registered before the Public Registry of Titles and Documents, in order to be valid in Brazil, which is time and money consuming.
Also, all foreign companies holding quotas, capital or shares of the Brazilian company, need a Taxpayer number, called CNPJ. The taxpayer number is not for tax payment purposes, but for controlling purposes only. The foreign partners / holder need to grant a power of attorney for their enrollment at CNPJ, and representation before the Federal Revenue in all matters.
By the time the company is incorporated the Power of Attorney granting the above-mentioned mandatory powers must be presented before the Board of Trade.
Moreover, all Foreign Direct Investment must be registered at the Central Bank of Brazil. This means that every time the foreign shareholder/partner transfers money to the Brazilian company as investment, the respective exchange agreement must be registered at the Central Bank. Such registration is done electronically.
The main effects of such registration are the possibility of remitting dividends and of repatriating the capital invested.
In view of the above, the documents to be presented at the incorporation of a company in Brazil are:
- Power of Attorney granting to a Brazilian resident powers to accept service of process, for enrollment at CNPJ and representation before the Federal Revenue;
- In case the foreign partners/shareholders/holder are/is a natural person, a copy of his/her passport;
- In case the foreign partners/shareholders/holder are/is a legal entity:
– Copy of the passport of the legal representative of the foreign partners/shareholders/holder; and
– Updated Certificate issued by the Board of Trade of the foreign partners/shareholders/holder’s head offices attesting: (a) its existence and good standing, and (b) its legal representatives for the purposes of evidencing that the company was duly represented in the Power of Attorney granted. This document (or a separate one issued by a public authority) must also contain the head offices address, name of shareholders, capital and objectives.
Note that all documents need to be duly notarized and apostilled. Once they arrive in Brazil, they will undergo sworn translation and will be registered at the Public Registry Office in order to be valid.
We would like to point out that the Federal Revenue and commercial banks have increasingly been requesting a series of complementary documents for compliance reasons, so that the final beneficiaries (natural person) of each foreign company holding quotas, capital or shares of Brazilian entities may be identified.
At the chosen bank’s own discretion, other documents may be necessary, as balance sheets, statements and corporate documentation until the end controller (natural person) is identified. These documents must be presented for the opening of a bank account, and banks have been taking quite some time to open the account.
The purpose of this brief essay is to give an overview of company types according to Hungarian law, along with some relevant legal standards that define their operation.
A member of the European Union since 1 May 2004, Hungary is a country in rapid growth and, as such, an attractive destination for prospective investors that wish to set up a local enterprise.
What kind of business associations can be established?
Hungarian Civil Code regulates the foundation, organization and operation of business associations with a registered seat in Hungary.
The Hungarian law complies with EU legislation and allows for foreign nationals to establish business associations in Hungary under the same terms and conditions as Hungarian citizens.
- General Partnership (Hungarian: “Közkereseti társaság”)
Members of the partnership shall undertake to jointly engage in business operations with unlimited, joint and several liability, and to make available the capital contribution necessary for the activities of the partnership.
- Limited Partnership (Hungarian: “Betéti társaság”)
Members of the partnership shall undertake to jointly engage in business operations, and the liability of at least one member (general partner) for the obligations of the partnership shall be unlimited. If there is more than one general partner, all general partners shall be jointly and severally liable. At least one other member (limited partner) shall only be obliged to provide the capital contribution undertaken in the Memorandum of Association, and, with the exceptions set out in the Hungarian Civil Code, shall not be liable for the obligations of the partnership.
- Limited Liability Company (Hungarian: “Korlátolt felelősségű társaság”)
This is a business association founded with an initial capital (so-called subscribed capital) consisting of capital contributions of a pre-determined amount, where the liability of members to the company is limited to the provision of the contribution to the initial capital, and possibly to other contributions established in the partnership agreement. This is the most common company form in Hungary. The minimum subscribed capital required to start a company has been recently raised to HUF 3,000,000 (approximately € 10,000).
- Limited (Joint-Stock) Company (Hungarian: “Részvénytársaság”)
Limited companies are business associations founded with a share capital (subscribed capital) consisting of shares of pre-determined face value, and the obligation of members (shareholders) to the company is limited to the provision of the face value or issue price of shares.
Private and public limited companies are usually founded for larger investments in terms of invested capital. The minimum subscribed capital of a private limited company (“Zrt”) is HUF 5,000,000 (approximately € 15,000), while a public limited company (“Nyrt”) requires a capital of at least HUF 20,000,000 (approximately € 60,000). Privately held companies (“Zrt”) operate similarly to public limited companies but their shares cannot be listed on the stock exchange and specific provisions apply to the sale and purchase of shares.
Pursuant to the law, nonprofit business associations can also be set up.
What is the procedure for founding a business association?
A business association can be founded by both Hungarian and foreign citizens.
The first step is signing a Memorandum of Association, which is usually drafted and countersigned by a legal practitioner or notary. The format of this document varies depending on the kind of business association established.
Since 16 March 2017, there is no administrative fee for founding an association, with the exception of privately held companies (“Zrt”), for which it amounts to HUF 50,000 (approximately € 150).
The next step is requesting the inclusion of the company in the Register of Companies, which, according to Hungarian law, shall be carried out by a lawyer.
The following documents shall be submitted with the registration request: Memorandum of Association; acceptance of mandates (executive officers, members of the supervisory board, and auditor); statement by the executive officer or certificate from the financial institution about the payment of initial contributions; special power of attorney granted to the legal representative; certificate of payment of the necessary expenses.
The registration request shall be submitted to the County Court within thirty (30) days from the foundation of the business association. Foundation of certain types of businesses may require prior authorization by relevant authorities (e.g. foundation permit in the banking sector). In that case, the request of registration shall be issued within fifteen (15) days from receipt of the foundation permit.
The Court has eight (8) days to review and approve the request and the attached documents. Within the framework of the Hungarian Civil Code and other legal regulations, members (shareholders) may freely establish the contents of the articles of association, according to their own personal and economic needs.
Once the registration is completed, the association will be listed in the Register of Companies and published in the Official Company Gazette (Hungarian: “Cégközlöny”).
What is the corporate tax rate in Hungary?
As of 1 January 2017, the Hungarian government cut the corporate tax rate to 9%, and now Hungary has the lowest level of corporate taxes in Europe, which gives the country a competitive edge to attract foreign direct investment to the country.
The author of this article is Balint Halmos.
愿意在伊朗经营的外国公司有两个主要选择。他们可以在伊朗注册公司，也可以为自己的公司设立分公司或代表处。每个选项都有一系列的特权。
由于最近在伊朗成立公司的法律和惯例的改变，在伊朗设立100%外资公司并不需要伊朗的合伙人是有可能的。根据《伊朗商事登记法》第一条，“任何在伊朗成立的公司都是伊朗公司”，无论合伙人的国籍如何。因此，作为伊朗公司，由外国人组成的公司可以获得一般伊朗公司的所有奖励、设施和可能性。例如，对于外国国民，在伊朗成立一家公司的一个重要优点是它能使公司拥有不动产。事实上，根据伊朗的不动产所有权法，外国人在法律上没有资格拥有任何土地。然而，在伊朗法人实体中成为合伙人的外国人可以以公司名义购买并拥有房地产。只要不违背国家的法律法规，这些公司也可以在任何时候租用不动产。伊朗最受欢迎的两种公司类型是有限责任公司和股份有限公司。
有限责任公司是在两个或两个以上自然人之间以贸易为目的而设立的公司，不将资本划分为股份。在这种公司类型中，每个合伙人的责任严格限制在他们所投资的资本上。该公司的名称不应包含任何合伙人的姓名，否则合伙人将有相对于第三方的无限责任。这种公司类型的合伙人人数最少是两个人，这与股份有限公司不同。
另一种在伊朗运营的非常普遍的公司类型是股份有限公司。这种公司类型的特点是将资本划分成股份。股份有限公司分为公有股份和私有股份。区别在于公有股份有限公司公开发行股票的可能性。私人股份有限公司的最低股东人数为三人，而公有股份公司至少需要五名股东，这些股东应至少提供总资本的五分之一。
除了成立伊朗公司外，外国实体还可以在伊朗注册分公司或代表处。为了允许外国公司通过分公司或代表处在伊朗工作，这些公司需要在其原籍国得到法律承认。
一项单一条款法于1997在伊朗议会通过，允许在外国司法管辖区合法注册的公司在伊朗注册分公司/代表处。这样的分公司/代表处可从事下列活动：
- 提供海外产品/服务的售后服务。
- 订立伊朗和外国公司签订的经营合同。
- 开展调查，为伊朗外商投资提供必要条件。
- 与伊朗技术/工程公司合作，在其他国家开展项目。
- 增加伊朗的非石油出口。
- 提供技术/工程服务和技术转让。
- 从事伊朗法律主管机关授权的活动，如运输、保险、货物检验、银行、市场营销等。
一个分公司或代表处的管理需要由居住在伊朗的一个或多个自然人完成。分公司是外国公司的当地单位，直接负责外国公司在当地开展的活动。分公司应以公司名义和责任行事。相反，代表处可以是自然人，也可以是法人，应当以自己的名义和责任行事。
想要在伊朗注册分公司的外国公司，需要向登记和工业产权办公室提交公司的一些有关申请的文件。
至于代表处，必须介绍一名伊朗法律或自然人作为代表。每个公司都允许在伊朗注册一个官方代表处。除代理协议外，该代表将在伊朗履行部分外国公司的职责。代表应将申请书附上的经核证的翻译和原始文件提交公司登记处和工业产权局。
不允许进行交易的代表处和分支机构，专门为母公司进行市场调查，并从母公司收取费用以支付其费用，向母公司收取的付款无需交税。
写信给 Encyeh
Lebanon – Credit Incentives and Financing Start-ups, Real Estate and Tourism
2017年8月24日
-
黎巴嫩
- 公司法
- 房地产
Directive (EU) 2017/1132 “relating to certain aspects of company law”, entered into force on July 20, 2017, lays the foundations for a fully harmonized European company law. The European Parliament and the Council intend to create the conditions to effectively promote the fulfillment of the freedom of establishment and of the freedom to conduct business as set out by the Treaty on the Functioning of the European Union (TFEU) and the Charter of Nice. This process of consolidation has started in 2012 by the Action Plan, which was the fruit of the public consultation on the European company law and corporate governance aiming at “a modern legal framework for more engaged shareholders and sustainable companies”.
The Directive operates in two directions: on one hand, it aims at streamlining the existing legislations consolidating – and repealing – six previous Directives on European company law:
– Directive n. 82/891/EEC concerning the division of public limited liability companies;
– Directive n. 89/666/EEC concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State;
– Directive n. 2005/56/EC on cross-border mergers of limited liability companies;
– Directive n. 2009/101/EC on coordination of safeguards which, for the protection of the interests of members and third parties, are required by Member States of companies within the meaning of the second paragraph of Article 48 of the Treaty, with a view to making such safeguards equivalent,
– Directive n. 2011/35/EU concerning mergers of public limited liability companies and
– Directive n. 2012/30/EU on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty on the Functioning of the European Union, in respect of the incorporation of limited liability companies and the maintenance and alteration of their share capital.
The Annex IV includes a correlation table linking the articles of the consolidated Directives with the new one.
New rules are directed in particular to coordinate safeguards and guarantees that must be provided – as well as the information that must be disclosed – to shareholders and third parties in order to the make them equivalent throughout the Union. As matter of fact, the recitals of the Directive emphasise the need for specific harmonised safeguards to be in place, especially with respect to limited liability companies, notably because of their frequent cross-border business and their predominant feature in the economy of the Member States, more dynamic over last decades.
To date, due to the lack of a uniform discipline, there are indeed 28 different national company laws, which address domestic companies as well as foreign entities operating in another Member State to the detriment – indirectly of course – of freedom of establishment for companies, which, according to art. 54.1 of the TFEU, are to “be treated in the same way as natural persons who are nationals of Member States”.
The Directive consists of 168 articles, four Annexes and three titles that encompass different themes: from the incorporation of public limited liability companies, to companies’ representation, companies registers, branches of companies based in a Member State although govern by the law of another, capital requirements and even mergers (domestic and cross-border) or divisions of companies.
In more detail, the main innovations introduced by the Directive concern:
The incorporation of public limited companies, where the articles of incorporation and the articles of association shall be drawn up and certified in due legal form in all Member States whose laws do not provide for pre-emptive administrative or judicial control at the time the company is actually incorporated.
The implementation of a central companies register – resulting from the interconnection of the existing national registers – that enables users to access from a single web portal.
Capital requirements for public limited liability companies, which shall be not less than euro 25,000.00. The Commission will regularly examine the economic and monetary trends and, as the case may be, revise this requirement accordingly with a view to devoting this type of company to medium-sized/large undertakings.
Acts of the organs of the company, which shall be binding regardless of the validity of the appointment of the person serving in the organ itself and despite the fact that the acts actually carried out exceed the company’s corporate scope (on this issue, Member States may provide otherwise: for example providing that he company shall not be bound where such acts are outside the objects of the company, if it proves that the third party knew that the act was exceeding those objects or could not in view of the circumstances have been unaware of it, bearing in mind that the pre-emptive disclosure of this information will not suffice as it will always be necessary an assessment on case by case basis.
Disclosure requirements concerning branches of companies set up in another Member State’s territory. These branches will be subject to disclose information to the national register (which, in the meantime, will have become interconnected Europe-wide) in order to offer the public reliable and certain corporate information and data. In particular branches shall disclose information relating to the activity they carry out; the name and legal form of the company and the name of the branch, whenever they differ with one another; the relevant accounting documents along with the identity of the subjects authorized to represent the company in legal proceedings and deal with third parties (it will also be necessary to specify whether they have to operate jointly or not). Likewise, it will be necessary to disclose the information regarding the bankruptcy/winding-up procedures the company may go through along with the identity and the powers of the receiver or, in any case, the person in charge of the winding-up procedure/bankruptcy procedure.
Mergers and companies divisions that will have to be carried out taking into account the safeguards provided by the Directive 2001/23/EC to protect the workers of the companies involved. In this case, the Directive provides a discipline that, similarly to the companies’ incorporation procedure, requires that the document regulating the merger (deeds, contracts depending on the national rules on this matter) shall be drawn up and certified in due legal form whenever the laws of the Member State do not proved for judicial or administrative pre-emptive supervision as to the lawfulness of the whole operation. The same rule shall apply in the event the national laws required that the merger project is approved by the general shareholders meeting of the company.
In the end, if the Directive will have a partial impact on the development a uniform European company law, it is worth noticing that this consolidation project has excluded the harmonization of several further EU Directives concerning the Company Law. As far as the Italian Law it can be said as it is almost entirely compliant already with the Directive excluding those rule on capital requirement (in Italy nowadays the minimum share capital of società per azioni is fixed in 50 thousand euro) and the implementation of the European companies register and the company’s representation rules.. As it does not introduce any new provision, there is no date for the Member States to transpose it at a national level, however, the Annex III remarks the time limit to incorporate the abolished Directives into the domestic legal systems.
As clearly set forth by the Directive “this Directive is not aimed at establishing any centralised registers database storing substantive information about companies. At the stage of implementation of the system of interconnection of central, commercial and companies registers (‘the system of interconnection of registers’), only the set of data necessary for the correct functioning of the platform should be defined”. Surely, the leading aim of the Directive is to improve the certainty of the disclosure and the cross-border access to company and its brunches information, this purpose is very challenging considering the national system of the company registers which are quite fragmented at a local level.
The author of this post is Milena Prisco.
我们很高兴与您分享这个视频来介绍legalmondo，第一个从线上到线下的国际律师平台，
让您可以在全世界范围内寻找您需要的律师，获得联系，一起合作，无缝接轨。
http://vimeo.com/238036667
The limited liability company (“Limitada”) is the most common form of corporate organization in Brazil, being largely adopted in view of advantages. A Limitada must have at least two partners (quotaholders), natural persons or legal entities that do not need to be Brazilian or Brazilian residents.
As a consequence of such requirement, many companies adopting the limited liability form would have a second partner holding as little as one quota simply to comply with the legal requirement. In many cases, the second partner would have no interference in the business but undertakes a liability that is not under his/her/its control.
Also, the need of the second partner would imply in extra costs with documentation and bureaucratic measures, not to mention extra accounting requirements when such second partner is a legal entity.
In 2011 a new legislation was passed modifying the Brazilian Civil Code and included a new corporate form, the Limited Liability Individual Company, known as EIRELI. However, the EIRELI could not be incorporated with a legal entity as its holder, but would only be applicable to natural persons, whether Brazilians or Brazilian residents.
Finally, in May 2017, the Brazilian Civil Code was modified once again in order to allow legal entities, whether domiciled in Brazil or not, to be the sole holders of an EIRELI. However, a holder of an EIRELI can only hold a single company incorporated as an EIRELI.
A Limitada or an EIRELI are advantageous as they (i) are subject to fewer disclosure requirements as opposed to a corporation; (ii) have a simpler and less expensive organization; and (iii) corporate decisions can be taken easier and quicker.
This Article intends to present the basic organization of a Limitada and of an EIRELI, as follows:
Partners, Quotas and Capital
A Limitada must have at least two partners, natural persons or legal entities that do not need to be Brazilian or Brazilian residents. An EIRELI may have only one holder, natural person or legal entity that do not need to be Brazilian or Brazilian resident.
Each of the foreign partners or the holder, in case of EIRELI, shall name a legal representative, who lives in Brazil, with minimum powers to accept service of process and for representation before the Federal Revenue for obtaining a taxpayer number (for controlling purposes only).
There is no minimum quota capital requirement for most cases, unless a permanent visa is required or if an import license is needed (the amount of the company’s capital influences the authorized amounts for imports and exports). The Brazilian company may be financed either by the direct investment (capital) or by loans to be granted by the partners. In case of loans, thin-capitalization rules apply.
The ownership of the Limitada quotas or of the EIRELI is reflected in the company’s Articles of Association, since no certificates to that effect are issued.
The quotas of a Limitada can only be transferred by a specific amendment to the Articles of Association and must be subscribed at the time the company is established. The EIRELI’s capital may or may not be divided into quotas.
The company’s capital does not have to be paid up upon incorporation; it may be paid up within a certain period of time (i.e., two years), in Brazilian currency or goods.
Company’s name, objectives and address
The Limitada’s name has to include some words that indicate what the company’s objectives are. The names should be followed by the objectives (if more than one just the main objective) and by the specific area of the market. The EIRELI does not have to follow those requirements.
The company objectives and address must be included in the Articles of Association.
Administration
The administration structure of the Limitada and of the EIRELI must be determined in the Articles Association. In addition, in the Articles of Association, or in a separate document for the Limitada, at least one administrator (general manager) has to be nominated. The partners of the Limitada or the holder of the EIRELI are(is) free to appoint one or several of them to administer the company, as well as third parties.
The administrator has to be a Brazilian resident, meaning either a Brazilian or an expatriate bearing a permanent visa.
Partners Resolutions
Most of the partners’ resolutions in a Limitada may be taken by majority of the capital or by any higher quorum agreed upon by the partners.
Resolutions of the partners altering the Articles of Association or deciding on acquisition, merger, dissolution, and cessation of the liquidation status must be taken by three quarters of the company’s capital. A few other resolutions as the election of the administrators when the capital is not fully paid up must be taken by the totality of the company’s capital.
As the EIRELI has one single holder, all decisions are taken by the holder.
Liability of Partners and of Holder
The liability of the partners of the Limitada and of the EIRELI’s holder is limited to their respective participations in the company’s capital, except when the company’s capital is not fully paid-up. In this case, the partners are liable, with their personal assets, for the total amount of the company’s capital. Please note that in certain cases of disregard of the corporate veil, activities against the law and acts performed without proper authority, the partners or the holder may be unlimitedly responsible, especially in tax, labor and environment areas. In case of non-payment of taxes the administrator may be held co-responsible.
In this clip I briefly introduce the main options to consider when doing business in Iran.
You can read more on this topic in my articles An introduction to Iran Corporations and Obtaining a Foreign Investment License and browse Legalmondo’s blog for some other posts on doing business in the region.
公司种类
根据德国法律，有几种类型的公司可供选择。然而，最适合在德国经商的经营主体类型是：
- 有限责任公司(“GmbH” and “UG”);
- 股份有限公司(“AG”);
- 有限合伙公司(“KG”).
选择的标准是责任、税收、融资、个人参与和控制以及灵活性。对于较大的公司，有限责任公司（“GmbH”）或股份有限公司(“AG”)通常最合适。他们的股东责任仅限于各自的股份。最低股本在50000欧元(股份有限公司AG)、25000欧元（有限责任公司GmbH）和1欧元（有限责任公司的子公司UG）之间变化。有限责任公司（“GmbH”）及其子公司（“UG”）的股份转让通常须经其他股东批准和公证，而股份有限公司的股份可自由转让。然而，有限责任公司（GmbH）是一个比起股份有限公司（AG）更加灵活和程序要求不高的主体类型。有限责任公司（GmbH）, 有限责任公司子公司（UG）, 和股份有限公司 （AG）是由一个或多个创始股东组成的公司，通过章程并任命其总经理，比如在股份有限公司（AG）中，在公证书中设立监事会（至少有三名成员）。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。由于税收原因，合伙公司往往更受青睐，尤其是有限合伙公司（KG），因为有限责任的原因，通常与作为普通合伙人的公司合并(“有限责任公司GmbH 与有限合伙公司 KG” 或者 “股份有限公司AG 和 Co. 有限合伙公司KG”)。其需要至少两位合伙人。
所依据的法律：
外国企业一般与国内企业受相同的法律规范。例外的是，德国国家经济与技术部可以限制或者禁止位于欧盟，冰岛，列支敦士登，挪威或者瑞士（欧洲经济区“EEA”）之外的个人或者经营实体收购或者参股国内经营主体。前提是：
- 外国投资者在一家德国公司中获得25%或者更多的投票权。
- 收购危害了国家公共秩序或安全（对外贸易和支付条例[“AWV”]55-59节）。如果所收购的国内商业实体涉及到基础设施部门（电信、电力供应、火车、机场或医院），情况尤其如此。
有限公司的成立
有限责任公司（GmbH或UG，见上文）要求最低股本为25000欧元（GmbH）和1欧元（对于“UG”）。GmbH和UG由一个或一个以上的创始股东组成，通过章程并在公证书中任命其总经理。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。
股份有限公司的成立
一个股份有限公司所要求的最低股本（AG）是50000欧元。
股份有限公司由一个或多个创始股东组成，在章程中通过章程，并在公证书中设立监事会（至少有三名成员）。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。
成立代表处
“代表处”的任务仅限于观察市场而非经营业务。在德国商法下，代表处不作为独立部门存在。相反，在德国，一个代表处可为外国公司的一个分支代表处（见下文），或为一个独立承包商/业务提供商（但并非外国公司）的代表处。代表处不需要于商业登记处注册。相反，在当地贸易局（“gewerbeanzeige”）进行一个正式的登记便足够。
成立一个分公司
进行直接销售的另一途径是建立
- 一个自治分公司(„selbständige Zweigniederlassung“)或
- 一个从属分公司(„unselbständige Zweigniederlassung“)
分公司不是独立的实体，而是属于主公司的总部，并受管理总部的相同的组织法的约束。因此分公司的责任取决于总部。
一个自治的分公司进行与总部相同的业务活动（不仅仅是辅助活动）。此外，它具有一定的个人的和事实上的自主权，特别是通过关于自主行政权力、银行账户、资产负债表和商业资产的管理。这样的分公司需注册于
- 当地贸易局（如上文）
- 德国商业注册。其需分公司的详细信息，包括一个在其“母国”的商业登记公证副本及其董事的代表权，再加上公司记录和章程。所有文件应翻译成德语并且公证副本应认证（通常通过一个旁注）。
从属分公司不自主行事，但强烈依赖总部（例如，它以总部的名义开具发票）。
税收程序
在德国经营的外国企业和个人，有两级征税：
- 贸易税适用于德国的所有企业和个人，并按应纳税收益支付。作为地方税，不同市政府的税率不同；
- 所得税取决于业务实体：
- 公司缴纳企业所得税（15%的税率）。股东须缴纳资产收益税和股息税。德国公司的平均税负为30%（企业所得税和贸易税）。
- 合伙企业本身不受所得税的约束，但其合伙人受公司（如企业实体）或个人（如个人）所得税的约束。
- 个人缴纳个人所得税。税率随着收入的增加而增加（最多为45%，收入为250000欧元时），但可以缴纳贸易税来相抵。股息和资产收益适用特别的税率。
对于股息、资产收益、付款利息和许可证费用，需缴纳预扣税（“Kapitalertragssteuer”）。这相当于分配给公司的资产收益的25%（再加上5.5%的“团结附加税”，加入税额）。如果这些税款涉及与企业原籍国签订的双重征税条约，则这些税款可退还。
公司登记
在德国建立公司的要求在公司登记或商业登记处（“handelsregister”）注册。登记由地方法院管理。其向商人和商业公司说明在德国如何经营。其目标是在与这些公司打交道时创造透明度和法律安全（例如了解公司的总经理、其注册席位、创始资本等）。这些均可以通过访问www.handelsregister.de.网站得到。
Brazilian legislation requires every nonresident that holds quotas, capital or shares of a Brazilian company appoints an attorney-in-fact that resides in the country, with powers to receive service of process.
Besides granting the power required by law, foreign partners usually grant other powers to their attorneys-in-fact, in order to facilitate the procedures, since all documents executed abroad must be notarized and Apostilled, and once they arrive in Brazil they must be translated by a sworn translator and registered before the Public Registry of Titles and Documents, in order to be valid in Brazil, which is time and money consuming.
Also, all foreign companies holding quotas, capital or shares of the Brazilian company, need a Taxpayer number, called CNPJ. The taxpayer number is not for tax payment purposes, but for controlling purposes only. The foreign partners / holder need to grant a power of attorney for their enrollment at CNPJ, and representation before the Federal Revenue in all matters.
By the time the company is incorporated the Power of Attorney granting the above-mentioned mandatory powers must be presented before the Board of Trade.
Moreover, all Foreign Direct Investment must be registered at the Central Bank of Brazil. This means that every time the foreign shareholder/partner transfers money to the Brazilian company as investment, the respective exchange agreement must be registered at the Central Bank. Such registration is done electronically.
The main effects of such registration are the possibility of remitting dividends and of repatriating the capital invested.
In view of the above, the documents to be presented at the incorporation of a company in Brazil are:
- Power of Attorney granting to a Brazilian resident powers to accept service of process, for enrollment at CNPJ and representation before the Federal Revenue;
- In case the foreign partners/shareholders/holder are/is a natural person, a copy of his/her passport;
- In case the foreign partners/shareholders/holder are/is a legal entity:
– Copy of the passport of the legal representative of the foreign partners/shareholders/holder; and
– Updated Certificate issued by the Board of Trade of the foreign partners/shareholders/holder’s head offices attesting: (a) its existence and good standing, and (b) its legal representatives for the purposes of evidencing that the company was duly represented in the Power of Attorney granted. This document (or a separate one issued by a public authority) must also contain the head offices address, name of shareholders, capital and objectives.
Note that all documents need to be duly notarized and apostilled. Once they arrive in Brazil, they will undergo sworn translation and will be registered at the Public Registry Office in order to be valid.
We would like to point out that the Federal Revenue and commercial banks have increasingly been requesting a series of complementary documents for compliance reasons, so that the final beneficiaries (natural person) of each foreign company holding quotas, capital or shares of Brazilian entities may be identified.
At the chosen bank’s own discretion, other documents may be necessary, as balance sheets, statements and corporate documentation until the end controller (natural person) is identified. These documents must be presented for the opening of a bank account, and banks have been taking quite some time to open the account.
The purpose of this brief essay is to give an overview of company types according to Hungarian law, along with some relevant legal standards that define their operation.
A member of the European Union since 1 May 2004, Hungary is a country in rapid growth and, as such, an attractive destination for prospective investors that wish to set up a local enterprise.
What kind of business associations can be established?
Hungarian Civil Code regulates the foundation, organization and operation of business associations with a registered seat in Hungary.
The Hungarian law complies with EU legislation and allows for foreign nationals to establish business associations in Hungary under the same terms and conditions as Hungarian citizens.
- General Partnership (Hungarian: “Közkereseti társaság”)
Members of the partnership shall undertake to jointly engage in business operations with unlimited, joint and several liability, and to make available the capital contribution necessary for the activities of the partnership.
- Limited Partnership (Hungarian: “Betéti társaság”)
Members of the partnership shall undertake to jointly engage in business operations, and the liability of at least one member (general partner) for the obligations of the partnership shall be unlimited. If there is more than one general partner, all general partners shall be jointly and severally liable. At least one other member (limited partner) shall only be obliged to provide the capital contribution undertaken in the Memorandum of Association, and, with the exceptions set out in the Hungarian Civil Code, shall not be liable for the obligations of the partnership.
- Limited Liability Company (Hungarian: “Korlátolt felelősségű társaság”)
This is a business association founded with an initial capital (so-called subscribed capital) consisting of capital contributions of a pre-determined amount, where the liability of members to the company is limited to the provision of the contribution to the initial capital, and possibly to other contributions established in the partnership agreement. This is the most common company form in Hungary. The minimum subscribed capital required to start a company has been recently raised to HUF 3,000,000 (approximately € 10,000).
- Limited (Joint-Stock) Company (Hungarian: “Részvénytársaság”)
Limited companies are business associations founded with a share capital (subscribed capital) consisting of shares of pre-determined face value, and the obligation of members (shareholders) to the company is limited to the provision of the face value or issue price of shares.
Private and public limited companies are usually founded for larger investments in terms of invested capital. The minimum subscribed capital of a private limited company (“Zrt”) is HUF 5,000,000 (approximately € 15,000), while a public limited company (“Nyrt”) requires a capital of at least HUF 20,000,000 (approximately € 60,000). Privately held companies (“Zrt”) operate similarly to public limited companies but their shares cannot be listed on the stock exchange and specific provisions apply to the sale and purchase of shares.
Pursuant to the law, nonprofit business associations can also be set up.
What is the procedure for founding a business association?
A business association can be founded by both Hungarian and foreign citizens.
The first step is signing a Memorandum of Association, which is usually drafted and countersigned by a legal practitioner or notary. The format of this document varies depending on the kind of business association established.
Since 16 March 2017, there is no administrative fee for founding an association, with the exception of privately held companies (“Zrt”), for which it amounts to HUF 50,000 (approximately € 150).
The next step is requesting the inclusion of the company in the Register of Companies, which, according to Hungarian law, shall be carried out by a lawyer.
The following documents shall be submitted with the registration request: Memorandum of Association; acceptance of mandates (executive officers, members of the supervisory board, and auditor); statement by the executive officer or certificate from the financial institution about the payment of initial contributions; special power of attorney granted to the legal representative; certificate of payment of the necessary expenses.
The registration request shall be submitted to the County Court within thirty (30) days from the foundation of the business association. Foundation of certain types of businesses may require prior authorization by relevant authorities (e.g. foundation permit in the banking sector). In that case, the request of registration shall be issued within fifteen (15) days from receipt of the foundation permit.
The Court has eight (8) days to review and approve the request and the attached documents. Within the framework of the Hungarian Civil Code and other legal regulations, members (shareholders) may freely establish the contents of the articles of association, according to their own personal and economic needs.
Once the registration is completed, the association will be listed in the Register of Companies and published in the Official Company Gazette (Hungarian: “Cégközlöny”).
What is the corporate tax rate in Hungary?
As of 1 January 2017, the Hungarian government cut the corporate tax rate to 9%, and now Hungary has the lowest level of corporate taxes in Europe, which gives the country a competitive edge to attract foreign direct investment to the country.
The author of this article is Balint Halmos.
愿意在伊朗经营的外国公司有两个主要选择。他们可以在伊朗注册公司，也可以为自己的公司设立分公司或代表处。每个选项都有一系列的特权。
由于最近在伊朗成立公司的法律和惯例的改变，在伊朗设立100%外资公司并不需要伊朗的合伙人是有可能的。根据《伊朗商事登记法》第一条，“任何在伊朗成立的公司都是伊朗公司”，无论合伙人的国籍如何。因此，作为伊朗公司，由外国人组成的公司可以获得一般伊朗公司的所有奖励、设施和可能性。例如，对于外国国民，在伊朗成立一家公司的一个重要优点是它能使公司拥有不动产。事实上，根据伊朗的不动产所有权法，外国人在法律上没有资格拥有任何土地。然而，在伊朗法人实体中成为合伙人的外国人可以以公司名义购买并拥有房地产。只要不违背国家的法律法规，这些公司也可以在任何时候租用不动产。伊朗最受欢迎的两种公司类型是有限责任公司和股份有限公司。
有限责任公司是在两个或两个以上自然人之间以贸易为目的而设立的公司，不将资本划分为股份。在这种公司类型中，每个合伙人的责任严格限制在他们所投资的资本上。该公司的名称不应包含任何合伙人的姓名，否则合伙人将有相对于第三方的无限责任。这种公司类型的合伙人人数最少是两个人，这与股份有限公司不同。
另一种在伊朗运营的非常普遍的公司类型是股份有限公司。这种公司类型的特点是将资本划分成股份。股份有限公司分为公有股份和私有股份。区别在于公有股份有限公司公开发行股票的可能性。私人股份有限公司的最低股东人数为三人，而公有股份公司至少需要五名股东，这些股东应至少提供总资本的五分之一。
除了成立伊朗公司外，外国实体还可以在伊朗注册分公司或代表处。为了允许外国公司通过分公司或代表处在伊朗工作，这些公司需要在其原籍国得到法律承认。
一项单一条款法于1997在伊朗议会通过，允许在外国司法管辖区合法注册的公司在伊朗注册分公司/代表处。这样的分公司/代表处可从事下列活动：
- 提供海外产品/服务的售后服务。
- 订立伊朗和外国公司签订的经营合同。
- 开展调查，为伊朗外商投资提供必要条件。
- 与伊朗技术/工程公司合作，在其他国家开展项目。
- 增加伊朗的非石油出口。
- 提供技术/工程服务和技术转让。
- 从事伊朗法律主管机关授权的活动，如运输、保险、货物检验、银行、市场营销等。
一个分公司或代表处的管理需要由居住在伊朗的一个或多个自然人完成。分公司是外国公司的当地单位，直接负责外国公司在当地开展的活动。分公司应以公司名义和责任行事。相反，代表处可以是自然人，也可以是法人，应当以自己的名义和责任行事。
想要在伊朗注册分公司的外国公司，需要向登记和工业产权办公室提交公司的一些有关申请的文件。
至于代表处，必须介绍一名伊朗法律或自然人作为代表。每个公司都允许在伊朗注册一个官方代表处。除代理协议外，该代表将在伊朗履行部分外国公司的职责。代表应将申请书附上的经核证的翻译和原始文件提交公司登记处和工业产权局。
不允许进行交易的代表处和分支机构，专门为母公司进行市场调查，并从母公司收取费用以支付其费用，向母公司收取的付款无需交税。
阿根廷：有限责任公司
2017年8月16日
-
阿根廷
- 公司法
Directive (EU) 2017/1132 “relating to certain aspects of company law”, entered into force on July 20, 2017, lays the foundations for a fully harmonized European company law. The European Parliament and the Council intend to create the conditions to effectively promote the fulfillment of the freedom of establishment and of the freedom to conduct business as set out by the Treaty on the Functioning of the European Union (TFEU) and the Charter of Nice. This process of consolidation has started in 2012 by the Action Plan, which was the fruit of the public consultation on the European company law and corporate governance aiming at “a modern legal framework for more engaged shareholders and sustainable companies”.
The Directive operates in two directions: on one hand, it aims at streamlining the existing legislations consolidating – and repealing – six previous Directives on European company law:
– Directive n. 82/891/EEC concerning the division of public limited liability companies;
– Directive n. 89/666/EEC concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State;
– Directive n. 2005/56/EC on cross-border mergers of limited liability companies;
– Directive n. 2009/101/EC on coordination of safeguards which, for the protection of the interests of members and third parties, are required by Member States of companies within the meaning of the second paragraph of Article 48 of the Treaty, with a view to making such safeguards equivalent,
– Directive n. 2011/35/EU concerning mergers of public limited liability companies and
– Directive n. 2012/30/EU on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty on the Functioning of the European Union, in respect of the incorporation of limited liability companies and the maintenance and alteration of their share capital.
The Annex IV includes a correlation table linking the articles of the consolidated Directives with the new one.
New rules are directed in particular to coordinate safeguards and guarantees that must be provided – as well as the information that must be disclosed – to shareholders and third parties in order to the make them equivalent throughout the Union. As matter of fact, the recitals of the Directive emphasise the need for specific harmonised safeguards to be in place, especially with respect to limited liability companies, notably because of their frequent cross-border business and their predominant feature in the economy of the Member States, more dynamic over last decades.
To date, due to the lack of a uniform discipline, there are indeed 28 different national company laws, which address domestic companies as well as foreign entities operating in another Member State to the detriment – indirectly of course – of freedom of establishment for companies, which, according to art. 54.1 of the TFEU, are to “be treated in the same way as natural persons who are nationals of Member States”.
The Directive consists of 168 articles, four Annexes and three titles that encompass different themes: from the incorporation of public limited liability companies, to companies’ representation, companies registers, branches of companies based in a Member State although govern by the law of another, capital requirements and even mergers (domestic and cross-border) or divisions of companies.
In more detail, the main innovations introduced by the Directive concern:
The incorporation of public limited companies, where the articles of incorporation and the articles of association shall be drawn up and certified in due legal form in all Member States whose laws do not provide for pre-emptive administrative or judicial control at the time the company is actually incorporated.
The implementation of a central companies register – resulting from the interconnection of the existing national registers – that enables users to access from a single web portal.
Capital requirements for public limited liability companies, which shall be not less than euro 25,000.00. The Commission will regularly examine the economic and monetary trends and, as the case may be, revise this requirement accordingly with a view to devoting this type of company to medium-sized/large undertakings.
Acts of the organs of the company, which shall be binding regardless of the validity of the appointment of the person serving in the organ itself and despite the fact that the acts actually carried out exceed the company’s corporate scope (on this issue, Member States may provide otherwise: for example providing that he company shall not be bound where such acts are outside the objects of the company, if it proves that the third party knew that the act was exceeding those objects or could not in view of the circumstances have been unaware of it, bearing in mind that the pre-emptive disclosure of this information will not suffice as it will always be necessary an assessment on case by case basis.
Disclosure requirements concerning branches of companies set up in another Member State’s territory. These branches will be subject to disclose information to the national register (which, in the meantime, will have become interconnected Europe-wide) in order to offer the public reliable and certain corporate information and data. In particular branches shall disclose information relating to the activity they carry out; the name and legal form of the company and the name of the branch, whenever they differ with one another; the relevant accounting documents along with the identity of the subjects authorized to represent the company in legal proceedings and deal with third parties (it will also be necessary to specify whether they have to operate jointly or not). Likewise, it will be necessary to disclose the information regarding the bankruptcy/winding-up procedures the company may go through along with the identity and the powers of the receiver or, in any case, the person in charge of the winding-up procedure/bankruptcy procedure.
Mergers and companies divisions that will have to be carried out taking into account the safeguards provided by the Directive 2001/23/EC to protect the workers of the companies involved. In this case, the Directive provides a discipline that, similarly to the companies’ incorporation procedure, requires that the document regulating the merger (deeds, contracts depending on the national rules on this matter) shall be drawn up and certified in due legal form whenever the laws of the Member State do not proved for judicial or administrative pre-emptive supervision as to the lawfulness of the whole operation. The same rule shall apply in the event the national laws required that the merger project is approved by the general shareholders meeting of the company.
In the end, if the Directive will have a partial impact on the development a uniform European company law, it is worth noticing that this consolidation project has excluded the harmonization of several further EU Directives concerning the Company Law. As far as the Italian Law it can be said as it is almost entirely compliant already with the Directive excluding those rule on capital requirement (in Italy nowadays the minimum share capital of società per azioni is fixed in 50 thousand euro) and the implementation of the European companies register and the company’s representation rules.. As it does not introduce any new provision, there is no date for the Member States to transpose it at a national level, however, the Annex III remarks the time limit to incorporate the abolished Directives into the domestic legal systems.
As clearly set forth by the Directive “this Directive is not aimed at establishing any centralised registers database storing substantive information about companies. At the stage of implementation of the system of interconnection of central, commercial and companies registers (‘the system of interconnection of registers’), only the set of data necessary for the correct functioning of the platform should be defined”. Surely, the leading aim of the Directive is to improve the certainty of the disclosure and the cross-border access to company and its brunches information, this purpose is very challenging considering the national system of the company registers which are quite fragmented at a local level.
The author of this post is Milena Prisco.
我们很高兴与您分享这个视频来介绍legalmondo，第一个从线上到线下的国际律师平台，
让您可以在全世界范围内寻找您需要的律师，获得联系，一起合作，无缝接轨。
http://vimeo.com/238036667
The limited liability company (“Limitada”) is the most common form of corporate organization in Brazil, being largely adopted in view of advantages. A Limitada must have at least two partners (quotaholders), natural persons or legal entities that do not need to be Brazilian or Brazilian residents.
As a consequence of such requirement, many companies adopting the limited liability form would have a second partner holding as little as one quota simply to comply with the legal requirement. In many cases, the second partner would have no interference in the business but undertakes a liability that is not under his/her/its control.
Also, the need of the second partner would imply in extra costs with documentation and bureaucratic measures, not to mention extra accounting requirements when such second partner is a legal entity.
In 2011 a new legislation was passed modifying the Brazilian Civil Code and included a new corporate form, the Limited Liability Individual Company, known as EIRELI. However, the EIRELI could not be incorporated with a legal entity as its holder, but would only be applicable to natural persons, whether Brazilians or Brazilian residents.
Finally, in May 2017, the Brazilian Civil Code was modified once again in order to allow legal entities, whether domiciled in Brazil or not, to be the sole holders of an EIRELI. However, a holder of an EIRELI can only hold a single company incorporated as an EIRELI.
A Limitada or an EIRELI are advantageous as they (i) are subject to fewer disclosure requirements as opposed to a corporation; (ii) have a simpler and less expensive organization; and (iii) corporate decisions can be taken easier and quicker.
This Article intends to present the basic organization of a Limitada and of an EIRELI, as follows:
Partners, Quotas and Capital
A Limitada must have at least two partners, natural persons or legal entities that do not need to be Brazilian or Brazilian residents. An EIRELI may have only one holder, natural person or legal entity that do not need to be Brazilian or Brazilian resident.
Each of the foreign partners or the holder, in case of EIRELI, shall name a legal representative, who lives in Brazil, with minimum powers to accept service of process and for representation before the Federal Revenue for obtaining a taxpayer number (for controlling purposes only).
There is no minimum quota capital requirement for most cases, unless a permanent visa is required or if an import license is needed (the amount of the company’s capital influences the authorized amounts for imports and exports). The Brazilian company may be financed either by the direct investment (capital) or by loans to be granted by the partners. In case of loans, thin-capitalization rules apply.
The ownership of the Limitada quotas or of the EIRELI is reflected in the company’s Articles of Association, since no certificates to that effect are issued.
The quotas of a Limitada can only be transferred by a specific amendment to the Articles of Association and must be subscribed at the time the company is established. The EIRELI’s capital may or may not be divided into quotas.
The company’s capital does not have to be paid up upon incorporation; it may be paid up within a certain period of time (i.e., two years), in Brazilian currency or goods.
Company’s name, objectives and address
The Limitada’s name has to include some words that indicate what the company’s objectives are. The names should be followed by the objectives (if more than one just the main objective) and by the specific area of the market. The EIRELI does not have to follow those requirements.
The company objectives and address must be included in the Articles of Association.
Administration
The administration structure of the Limitada and of the EIRELI must be determined in the Articles Association. In addition, in the Articles of Association, or in a separate document for the Limitada, at least one administrator (general manager) has to be nominated. The partners of the Limitada or the holder of the EIRELI are(is) free to appoint one or several of them to administer the company, as well as third parties.
The administrator has to be a Brazilian resident, meaning either a Brazilian or an expatriate bearing a permanent visa.
Partners Resolutions
Most of the partners’ resolutions in a Limitada may be taken by majority of the capital or by any higher quorum agreed upon by the partners.
Resolutions of the partners altering the Articles of Association or deciding on acquisition, merger, dissolution, and cessation of the liquidation status must be taken by three quarters of the company’s capital. A few other resolutions as the election of the administrators when the capital is not fully paid up must be taken by the totality of the company’s capital.
As the EIRELI has one single holder, all decisions are taken by the holder.
Liability of Partners and of Holder
The liability of the partners of the Limitada and of the EIRELI’s holder is limited to their respective participations in the company’s capital, except when the company’s capital is not fully paid-up. In this case, the partners are liable, with their personal assets, for the total amount of the company’s capital. Please note that in certain cases of disregard of the corporate veil, activities against the law and acts performed without proper authority, the partners or the holder may be unlimitedly responsible, especially in tax, labor and environment areas. In case of non-payment of taxes the administrator may be held co-responsible.
In this clip I briefly introduce the main options to consider when doing business in Iran.
You can read more on this topic in my articles An introduction to Iran Corporations and Obtaining a Foreign Investment License and browse Legalmondo’s blog for some other posts on doing business in the region.
公司种类
根据德国法律，有几种类型的公司可供选择。然而，最适合在德国经商的经营主体类型是：
- 有限责任公司(“GmbH” and “UG”);
- 股份有限公司(“AG”);
- 有限合伙公司(“KG”).
选择的标准是责任、税收、融资、个人参与和控制以及灵活性。对于较大的公司，有限责任公司（“GmbH”）或股份有限公司(“AG”)通常最合适。他们的股东责任仅限于各自的股份。最低股本在50000欧元(股份有限公司AG)、25000欧元（有限责任公司GmbH）和1欧元（有限责任公司的子公司UG）之间变化。有限责任公司（“GmbH”）及其子公司（“UG”）的股份转让通常须经其他股东批准和公证，而股份有限公司的股份可自由转让。然而，有限责任公司（GmbH）是一个比起股份有限公司（AG）更加灵活和程序要求不高的主体类型。有限责任公司（GmbH）, 有限责任公司子公司（UG）, 和股份有限公司 （AG）是由一个或多个创始股东组成的公司，通过章程并任命其总经理，比如在股份有限公司（AG）中，在公证书中设立监事会（至少有三名成员）。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。由于税收原因，合伙公司往往更受青睐，尤其是有限合伙公司（KG），因为有限责任的原因，通常与作为普通合伙人的公司合并(“有限责任公司GmbH 与有限合伙公司 KG” 或者 “股份有限公司AG 和 Co. 有限合伙公司KG”)。其需要至少两位合伙人。
所依据的法律：
外国企业一般与国内企业受相同的法律规范。例外的是，德国国家经济与技术部可以限制或者禁止位于欧盟，冰岛，列支敦士登，挪威或者瑞士（欧洲经济区“EEA”）之外的个人或者经营实体收购或者参股国内经营主体。前提是：
- 外国投资者在一家德国公司中获得25%或者更多的投票权。
- 收购危害了国家公共秩序或安全（对外贸易和支付条例[“AWV”]55-59节）。如果所收购的国内商业实体涉及到基础设施部门（电信、电力供应、火车、机场或医院），情况尤其如此。
有限公司的成立
有限责任公司（GmbH或UG，见上文）要求最低股本为25000欧元（GmbH）和1欧元（对于“UG”）。GmbH和UG由一个或一个以上的创始股东组成，通过章程并在公证书中任命其总经理。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。
股份有限公司的成立
一个股份有限公司所要求的最低股本（AG）是50000欧元。
股份有限公司由一个或多个创始股东组成，在章程中通过章程，并在公证书中设立监事会（至少有三名成员）。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。
成立代表处
“代表处”的任务仅限于观察市场而非经营业务。在德国商法下，代表处不作为独立部门存在。相反，在德国，一个代表处可为外国公司的一个分支代表处（见下文），或为一个独立承包商/业务提供商（但并非外国公司）的代表处。代表处不需要于商业登记处注册。相反，在当地贸易局（“gewerbeanzeige”）进行一个正式的登记便足够。
成立一个分公司
进行直接销售的另一途径是建立
- 一个自治分公司(„selbständige Zweigniederlassung“)或
- 一个从属分公司(„unselbständige Zweigniederlassung“)
分公司不是独立的实体，而是属于主公司的总部，并受管理总部的相同的组织法的约束。因此分公司的责任取决于总部。
一个自治的分公司进行与总部相同的业务活动（不仅仅是辅助活动）。此外，它具有一定的个人的和事实上的自主权，特别是通过关于自主行政权力、银行账户、资产负债表和商业资产的管理。这样的分公司需注册于
- 当地贸易局（如上文）
- 德国商业注册。其需分公司的详细信息，包括一个在其“母国”的商业登记公证副本及其董事的代表权，再加上公司记录和章程。所有文件应翻译成德语并且公证副本应认证（通常通过一个旁注）。
从属分公司不自主行事，但强烈依赖总部（例如，它以总部的名义开具发票）。
税收程序
在德国经营的外国企业和个人，有两级征税：
- 贸易税适用于德国的所有企业和个人，并按应纳税收益支付。作为地方税，不同市政府的税率不同；
- 所得税取决于业务实体：
- 公司缴纳企业所得税（15%的税率）。股东须缴纳资产收益税和股息税。德国公司的平均税负为30%（企业所得税和贸易税）。
- 合伙企业本身不受所得税的约束，但其合伙人受公司（如企业实体）或个人（如个人）所得税的约束。
- 个人缴纳个人所得税。税率随着收入的增加而增加（最多为45%，收入为250000欧元时），但可以缴纳贸易税来相抵。股息和资产收益适用特别的税率。
对于股息、资产收益、付款利息和许可证费用，需缴纳预扣税（“Kapitalertragssteuer”）。这相当于分配给公司的资产收益的25%（再加上5.5%的“团结附加税”，加入税额）。如果这些税款涉及与企业原籍国签订的双重征税条约，则这些税款可退还。
公司登记
在德国建立公司的要求在公司登记或商业登记处（“handelsregister”）注册。登记由地方法院管理。其向商人和商业公司说明在德国如何经营。其目标是在与这些公司打交道时创造透明度和法律安全（例如了解公司的总经理、其注册席位、创始资本等）。这些均可以通过访问www.handelsregister.de.网站得到。
Brazilian legislation requires every nonresident that holds quotas, capital or shares of a Brazilian company appoints an attorney-in-fact that resides in the country, with powers to receive service of process.
Besides granting the power required by law, foreign partners usually grant other powers to their attorneys-in-fact, in order to facilitate the procedures, since all documents executed abroad must be notarized and Apostilled, and once they arrive in Brazil they must be translated by a sworn translator and registered before the Public Registry of Titles and Documents, in order to be valid in Brazil, which is time and money consuming.
Also, all foreign companies holding quotas, capital or shares of the Brazilian company, need a Taxpayer number, called CNPJ. The taxpayer number is not for tax payment purposes, but for controlling purposes only. The foreign partners / holder need to grant a power of attorney for their enrollment at CNPJ, and representation before the Federal Revenue in all matters.
By the time the company is incorporated the Power of Attorney granting the above-mentioned mandatory powers must be presented before the Board of Trade.
Moreover, all Foreign Direct Investment must be registered at the Central Bank of Brazil. This means that every time the foreign shareholder/partner transfers money to the Brazilian company as investment, the respective exchange agreement must be registered at the Central Bank. Such registration is done electronically.
The main effects of such registration are the possibility of remitting dividends and of repatriating the capital invested.
In view of the above, the documents to be presented at the incorporation of a company in Brazil are:
- Power of Attorney granting to a Brazilian resident powers to accept service of process, for enrollment at CNPJ and representation before the Federal Revenue;
- In case the foreign partners/shareholders/holder are/is a natural person, a copy of his/her passport;
- In case the foreign partners/shareholders/holder are/is a legal entity:
– Copy of the passport of the legal representative of the foreign partners/shareholders/holder; and
– Updated Certificate issued by the Board of Trade of the foreign partners/shareholders/holder’s head offices attesting: (a) its existence and good standing, and (b) its legal representatives for the purposes of evidencing that the company was duly represented in the Power of Attorney granted. This document (or a separate one issued by a public authority) must also contain the head offices address, name of shareholders, capital and objectives.
Note that all documents need to be duly notarized and apostilled. Once they arrive in Brazil, they will undergo sworn translation and will be registered at the Public Registry Office in order to be valid.
We would like to point out that the Federal Revenue and commercial banks have increasingly been requesting a series of complementary documents for compliance reasons, so that the final beneficiaries (natural person) of each foreign company holding quotas, capital or shares of Brazilian entities may be identified.
At the chosen bank’s own discretion, other documents may be necessary, as balance sheets, statements and corporate documentation until the end controller (natural person) is identified. These documents must be presented for the opening of a bank account, and banks have been taking quite some time to open the account.
The purpose of this brief essay is to give an overview of company types according to Hungarian law, along with some relevant legal standards that define their operation.
A member of the European Union since 1 May 2004, Hungary is a country in rapid growth and, as such, an attractive destination for prospective investors that wish to set up a local enterprise.
What kind of business associations can be established?
Hungarian Civil Code regulates the foundation, organization and operation of business associations with a registered seat in Hungary.
The Hungarian law complies with EU legislation and allows for foreign nationals to establish business associations in Hungary under the same terms and conditions as Hungarian citizens.
- General Partnership (Hungarian: “Közkereseti társaság”)
Members of the partnership shall undertake to jointly engage in business operations with unlimited, joint and several liability, and to make available the capital contribution necessary for the activities of the partnership.
- Limited Partnership (Hungarian: “Betéti társaság”)
Members of the partnership shall undertake to jointly engage in business operations, and the liability of at least one member (general partner) for the obligations of the partnership shall be unlimited. If there is more than one general partner, all general partners shall be jointly and severally liable. At least one other member (limited partner) shall only be obliged to provide the capital contribution undertaken in the Memorandum of Association, and, with the exceptions set out in the Hungarian Civil Code, shall not be liable for the obligations of the partnership.
- Limited Liability Company (Hungarian: “Korlátolt felelősségű társaság”)
This is a business association founded with an initial capital (so-called subscribed capital) consisting of capital contributions of a pre-determined amount, where the liability of members to the company is limited to the provision of the contribution to the initial capital, and possibly to other contributions established in the partnership agreement. This is the most common company form in Hungary. The minimum subscribed capital required to start a company has been recently raised to HUF 3,000,000 (approximately € 10,000).
- Limited (Joint-Stock) Company (Hungarian: “Részvénytársaság”)
Limited companies are business associations founded with a share capital (subscribed capital) consisting of shares of pre-determined face value, and the obligation of members (shareholders) to the company is limited to the provision of the face value or issue price of shares.
Private and public limited companies are usually founded for larger investments in terms of invested capital. The minimum subscribed capital of a private limited company (“Zrt”) is HUF 5,000,000 (approximately € 15,000), while a public limited company (“Nyrt”) requires a capital of at least HUF 20,000,000 (approximately € 60,000). Privately held companies (“Zrt”) operate similarly to public limited companies but their shares cannot be listed on the stock exchange and specific provisions apply to the sale and purchase of shares.
Pursuant to the law, nonprofit business associations can also be set up.
What is the procedure for founding a business association?
A business association can be founded by both Hungarian and foreign citizens.
The first step is signing a Memorandum of Association, which is usually drafted and countersigned by a legal practitioner or notary. The format of this document varies depending on the kind of business association established.
Since 16 March 2017, there is no administrative fee for founding an association, with the exception of privately held companies (“Zrt”), for which it amounts to HUF 50,000 (approximately € 150).
The next step is requesting the inclusion of the company in the Register of Companies, which, according to Hungarian law, shall be carried out by a lawyer.
The following documents shall be submitted with the registration request: Memorandum of Association; acceptance of mandates (executive officers, members of the supervisory board, and auditor); statement by the executive officer or certificate from the financial institution about the payment of initial contributions; special power of attorney granted to the legal representative; certificate of payment of the necessary expenses.
The registration request shall be submitted to the County Court within thirty (30) days from the foundation of the business association. Foundation of certain types of businesses may require prior authorization by relevant authorities (e.g. foundation permit in the banking sector). In that case, the request of registration shall be issued within fifteen (15) days from receipt of the foundation permit.
The Court has eight (8) days to review and approve the request and the attached documents. Within the framework of the Hungarian Civil Code and other legal regulations, members (shareholders) may freely establish the contents of the articles of association, according to their own personal and economic needs.
Once the registration is completed, the association will be listed in the Register of Companies and published in the Official Company Gazette (Hungarian: “Cégközlöny”).
What is the corporate tax rate in Hungary?
As of 1 January 2017, the Hungarian government cut the corporate tax rate to 9%, and now Hungary has the lowest level of corporate taxes in Europe, which gives the country a competitive edge to attract foreign direct investment to the country.
The author of this article is Balint Halmos.
愿意在伊朗经营的外国公司有两个主要选择。他们可以在伊朗注册公司，也可以为自己的公司设立分公司或代表处。每个选项都有一系列的特权。
由于最近在伊朗成立公司的法律和惯例的改变，在伊朗设立100%外资公司并不需要伊朗的合伙人是有可能的。根据《伊朗商事登记法》第一条，“任何在伊朗成立的公司都是伊朗公司”，无论合伙人的国籍如何。因此，作为伊朗公司，由外国人组成的公司可以获得一般伊朗公司的所有奖励、设施和可能性。例如，对于外国国民，在伊朗成立一家公司的一个重要优点是它能使公司拥有不动产。事实上，根据伊朗的不动产所有权法，外国人在法律上没有资格拥有任何土地。然而，在伊朗法人实体中成为合伙人的外国人可以以公司名义购买并拥有房地产。只要不违背国家的法律法规，这些公司也可以在任何时候租用不动产。伊朗最受欢迎的两种公司类型是有限责任公司和股份有限公司。
有限责任公司是在两个或两个以上自然人之间以贸易为目的而设立的公司，不将资本划分为股份。在这种公司类型中，每个合伙人的责任严格限制在他们所投资的资本上。该公司的名称不应包含任何合伙人的姓名，否则合伙人将有相对于第三方的无限责任。这种公司类型的合伙人人数最少是两个人，这与股份有限公司不同。
另一种在伊朗运营的非常普遍的公司类型是股份有限公司。这种公司类型的特点是将资本划分成股份。股份有限公司分为公有股份和私有股份。区别在于公有股份有限公司公开发行股票的可能性。私人股份有限公司的最低股东人数为三人，而公有股份公司至少需要五名股东，这些股东应至少提供总资本的五分之一。
除了成立伊朗公司外，外国实体还可以在伊朗注册分公司或代表处。为了允许外国公司通过分公司或代表处在伊朗工作，这些公司需要在其原籍国得到法律承认。
一项单一条款法于1997在伊朗议会通过，允许在外国司法管辖区合法注册的公司在伊朗注册分公司/代表处。这样的分公司/代表处可从事下列活动：
- 提供海外产品/服务的售后服务。
- 订立伊朗和外国公司签订的经营合同。
- 开展调查，为伊朗外商投资提供必要条件。
- 与伊朗技术/工程公司合作，在其他国家开展项目。
- 增加伊朗的非石油出口。
- 提供技术/工程服务和技术转让。
- 从事伊朗法律主管机关授权的活动，如运输、保险、货物检验、银行、市场营销等。
一个分公司或代表处的管理需要由居住在伊朗的一个或多个自然人完成。分公司是外国公司的当地单位，直接负责外国公司在当地开展的活动。分公司应以公司名义和责任行事。相反，代表处可以是自然人，也可以是法人，应当以自己的名义和责任行事。
想要在伊朗注册分公司的外国公司，需要向登记和工业产权办公室提交公司的一些有关申请的文件。
至于代表处，必须介绍一名伊朗法律或自然人作为代表。每个公司都允许在伊朗注册一个官方代表处。除代理协议外，该代表将在伊朗履行部分外国公司的职责。代表应将申请书附上的经核证的翻译和原始文件提交公司登记处和工业产权局。
不允许进行交易的代表处和分支机构，专门为母公司进行市场调查，并从母公司收取费用以支付其费用，向母公司收取的付款无需交税。
如何在意大利成立一个“有限责任公司”
2017年8月7日
-
意大利
- 公司法
Directive (EU) 2017/1132 “relating to certain aspects of company law”, entered into force on July 20, 2017, lays the foundations for a fully harmonized European company law. The European Parliament and the Council intend to create the conditions to effectively promote the fulfillment of the freedom of establishment and of the freedom to conduct business as set out by the Treaty on the Functioning of the European Union (TFEU) and the Charter of Nice. This process of consolidation has started in 2012 by the Action Plan, which was the fruit of the public consultation on the European company law and corporate governance aiming at “a modern legal framework for more engaged shareholders and sustainable companies”.
The Directive operates in two directions: on one hand, it aims at streamlining the existing legislations consolidating – and repealing – six previous Directives on European company law:
– Directive n. 82/891/EEC concerning the division of public limited liability companies;
– Directive n. 89/666/EEC concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State;
– Directive n. 2005/56/EC on cross-border mergers of limited liability companies;
– Directive n. 2009/101/EC on coordination of safeguards which, for the protection of the interests of members and third parties, are required by Member States of companies within the meaning of the second paragraph of Article 48 of the Treaty, with a view to making such safeguards equivalent,
– Directive n. 2011/35/EU concerning mergers of public limited liability companies and
– Directive n. 2012/30/EU on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty on the Functioning of the European Union, in respect of the incorporation of limited liability companies and the maintenance and alteration of their share capital.
The Annex IV includes a correlation table linking the articles of the consolidated Directives with the new one.
New rules are directed in particular to coordinate safeguards and guarantees that must be provided – as well as the information that must be disclosed – to shareholders and third parties in order to the make them equivalent throughout the Union. As matter of fact, the recitals of the Directive emphasise the need for specific harmonised safeguards to be in place, especially with respect to limited liability companies, notably because of their frequent cross-border business and their predominant feature in the economy of the Member States, more dynamic over last decades.
To date, due to the lack of a uniform discipline, there are indeed 28 different national company laws, which address domestic companies as well as foreign entities operating in another Member State to the detriment – indirectly of course – of freedom of establishment for companies, which, according to art. 54.1 of the TFEU, are to “be treated in the same way as natural persons who are nationals of Member States”.
The Directive consists of 168 articles, four Annexes and three titles that encompass different themes: from the incorporation of public limited liability companies, to companies’ representation, companies registers, branches of companies based in a Member State although govern by the law of another, capital requirements and even mergers (domestic and cross-border) or divisions of companies.
In more detail, the main innovations introduced by the Directive concern:
The incorporation of public limited companies, where the articles of incorporation and the articles of association shall be drawn up and certified in due legal form in all Member States whose laws do not provide for pre-emptive administrative or judicial control at the time the company is actually incorporated.
The implementation of a central companies register – resulting from the interconnection of the existing national registers – that enables users to access from a single web portal.
Capital requirements for public limited liability companies, which shall be not less than euro 25,000.00. The Commission will regularly examine the economic and monetary trends and, as the case may be, revise this requirement accordingly with a view to devoting this type of company to medium-sized/large undertakings.
Acts of the organs of the company, which shall be binding regardless of the validity of the appointment of the person serving in the organ itself and despite the fact that the acts actually carried out exceed the company’s corporate scope (on this issue, Member States may provide otherwise: for example providing that he company shall not be bound where such acts are outside the objects of the company, if it proves that the third party knew that the act was exceeding those objects or could not in view of the circumstances have been unaware of it, bearing in mind that the pre-emptive disclosure of this information will not suffice as it will always be necessary an assessment on case by case basis.
Disclosure requirements concerning branches of companies set up in another Member State’s territory. These branches will be subject to disclose information to the national register (which, in the meantime, will have become interconnected Europe-wide) in order to offer the public reliable and certain corporate information and data. In particular branches shall disclose information relating to the activity they carry out; the name and legal form of the company and the name of the branch, whenever they differ with one another; the relevant accounting documents along with the identity of the subjects authorized to represent the company in legal proceedings and deal with third parties (it will also be necessary to specify whether they have to operate jointly or not). Likewise, it will be necessary to disclose the information regarding the bankruptcy/winding-up procedures the company may go through along with the identity and the powers of the receiver or, in any case, the person in charge of the winding-up procedure/bankruptcy procedure.
Mergers and companies divisions that will have to be carried out taking into account the safeguards provided by the Directive 2001/23/EC to protect the workers of the companies involved. In this case, the Directive provides a discipline that, similarly to the companies’ incorporation procedure, requires that the document regulating the merger (deeds, contracts depending on the national rules on this matter) shall be drawn up and certified in due legal form whenever the laws of the Member State do not proved for judicial or administrative pre-emptive supervision as to the lawfulness of the whole operation. The same rule shall apply in the event the national laws required that the merger project is approved by the general shareholders meeting of the company.
In the end, if the Directive will have a partial impact on the development a uniform European company law, it is worth noticing that this consolidation project has excluded the harmonization of several further EU Directives concerning the Company Law. As far as the Italian Law it can be said as it is almost entirely compliant already with the Directive excluding those rule on capital requirement (in Italy nowadays the minimum share capital of società per azioni is fixed in 50 thousand euro) and the implementation of the European companies register and the company’s representation rules.. As it does not introduce any new provision, there is no date for the Member States to transpose it at a national level, however, the Annex III remarks the time limit to incorporate the abolished Directives into the domestic legal systems.
As clearly set forth by the Directive “this Directive is not aimed at establishing any centralised registers database storing substantive information about companies. At the stage of implementation of the system of interconnection of central, commercial and companies registers (‘the system of interconnection of registers’), only the set of data necessary for the correct functioning of the platform should be defined”. Surely, the leading aim of the Directive is to improve the certainty of the disclosure and the cross-border access to company and its brunches information, this purpose is very challenging considering the national system of the company registers which are quite fragmented at a local level.
The author of this post is Milena Prisco.
我们很高兴与您分享这个视频来介绍legalmondo，第一个从线上到线下的国际律师平台，
让您可以在全世界范围内寻找您需要的律师，获得联系，一起合作，无缝接轨。
http://vimeo.com/238036667
The limited liability company (“Limitada”) is the most common form of corporate organization in Brazil, being largely adopted in view of advantages. A Limitada must have at least two partners (quotaholders), natural persons or legal entities that do not need to be Brazilian or Brazilian residents.
As a consequence of such requirement, many companies adopting the limited liability form would have a second partner holding as little as one quota simply to comply with the legal requirement. In many cases, the second partner would have no interference in the business but undertakes a liability that is not under his/her/its control.
Also, the need of the second partner would imply in extra costs with documentation and bureaucratic measures, not to mention extra accounting requirements when such second partner is a legal entity.
In 2011 a new legislation was passed modifying the Brazilian Civil Code and included a new corporate form, the Limited Liability Individual Company, known as EIRELI. However, the EIRELI could not be incorporated with a legal entity as its holder, but would only be applicable to natural persons, whether Brazilians or Brazilian residents.
Finally, in May 2017, the Brazilian Civil Code was modified once again in order to allow legal entities, whether domiciled in Brazil or not, to be the sole holders of an EIRELI. However, a holder of an EIRELI can only hold a single company incorporated as an EIRELI.
A Limitada or an EIRELI are advantageous as they (i) are subject to fewer disclosure requirements as opposed to a corporation; (ii) have a simpler and less expensive organization; and (iii) corporate decisions can be taken easier and quicker.
This Article intends to present the basic organization of a Limitada and of an EIRELI, as follows:
Partners, Quotas and Capital
A Limitada must have at least two partners, natural persons or legal entities that do not need to be Brazilian or Brazilian residents. An EIRELI may have only one holder, natural person or legal entity that do not need to be Brazilian or Brazilian resident.
Each of the foreign partners or the holder, in case of EIRELI, shall name a legal representative, who lives in Brazil, with minimum powers to accept service of process and for representation before the Federal Revenue for obtaining a taxpayer number (for controlling purposes only).
There is no minimum quota capital requirement for most cases, unless a permanent visa is required or if an import license is needed (the amount of the company’s capital influences the authorized amounts for imports and exports). The Brazilian company may be financed either by the direct investment (capital) or by loans to be granted by the partners. In case of loans, thin-capitalization rules apply.
The ownership of the Limitada quotas or of the EIRELI is reflected in the company’s Articles of Association, since no certificates to that effect are issued.
The quotas of a Limitada can only be transferred by a specific amendment to the Articles of Association and must be subscribed at the time the company is established. The EIRELI’s capital may or may not be divided into quotas.
The company’s capital does not have to be paid up upon incorporation; it may be paid up within a certain period of time (i.e., two years), in Brazilian currency or goods.
Company’s name, objectives and address
The Limitada’s name has to include some words that indicate what the company’s objectives are. The names should be followed by the objectives (if more than one just the main objective) and by the specific area of the market. The EIRELI does not have to follow those requirements.
The company objectives and address must be included in the Articles of Association.
Administration
The administration structure of the Limitada and of the EIRELI must be determined in the Articles Association. In addition, in the Articles of Association, or in a separate document for the Limitada, at least one administrator (general manager) has to be nominated. The partners of the Limitada or the holder of the EIRELI are(is) free to appoint one or several of them to administer the company, as well as third parties.
The administrator has to be a Brazilian resident, meaning either a Brazilian or an expatriate bearing a permanent visa.
Partners Resolutions
Most of the partners’ resolutions in a Limitada may be taken by majority of the capital or by any higher quorum agreed upon by the partners.
Resolutions of the partners altering the Articles of Association or deciding on acquisition, merger, dissolution, and cessation of the liquidation status must be taken by three quarters of the company’s capital. A few other resolutions as the election of the administrators when the capital is not fully paid up must be taken by the totality of the company’s capital.
As the EIRELI has one single holder, all decisions are taken by the holder.
Liability of Partners and of Holder
The liability of the partners of the Limitada and of the EIRELI’s holder is limited to their respective participations in the company’s capital, except when the company’s capital is not fully paid-up. In this case, the partners are liable, with their personal assets, for the total amount of the company’s capital. Please note that in certain cases of disregard of the corporate veil, activities against the law and acts performed without proper authority, the partners or the holder may be unlimitedly responsible, especially in tax, labor and environment areas. In case of non-payment of taxes the administrator may be held co-responsible.
In this clip I briefly introduce the main options to consider when doing business in Iran.
You can read more on this topic in my articles An introduction to Iran Corporations and Obtaining a Foreign Investment License and browse Legalmondo’s blog for some other posts on doing business in the region.
公司种类
根据德国法律，有几种类型的公司可供选择。然而，最适合在德国经商的经营主体类型是：
- 有限责任公司(“GmbH” and “UG”);
- 股份有限公司(“AG”);
- 有限合伙公司(“KG”).
选择的标准是责任、税收、融资、个人参与和控制以及灵活性。对于较大的公司，有限责任公司（“GmbH”）或股份有限公司(“AG”)通常最合适。他们的股东责任仅限于各自的股份。最低股本在50000欧元(股份有限公司AG)、25000欧元（有限责任公司GmbH）和1欧元（有限责任公司的子公司UG）之间变化。有限责任公司（“GmbH”）及其子公司（“UG”）的股份转让通常须经其他股东批准和公证，而股份有限公司的股份可自由转让。然而，有限责任公司（GmbH）是一个比起股份有限公司（AG）更加灵活和程序要求不高的主体类型。有限责任公司（GmbH）, 有限责任公司子公司（UG）, 和股份有限公司 （AG）是由一个或多个创始股东组成的公司，通过章程并任命其总经理，比如在股份有限公司（AG）中，在公证书中设立监事会（至少有三名成员）。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。由于税收原因，合伙公司往往更受青睐，尤其是有限合伙公司（KG），因为有限责任的原因，通常与作为普通合伙人的公司合并(“有限责任公司GmbH 与有限合伙公司 KG” 或者 “股份有限公司AG 和 Co. 有限合伙公司KG”)。其需要至少两位合伙人。
所依据的法律：
外国企业一般与国内企业受相同的法律规范。例外的是，德国国家经济与技术部可以限制或者禁止位于欧盟，冰岛，列支敦士登，挪威或者瑞士（欧洲经济区“EEA”）之外的个人或者经营实体收购或者参股国内经营主体。前提是：
- 外国投资者在一家德国公司中获得25%或者更多的投票权。
- 收购危害了国家公共秩序或安全（对外贸易和支付条例[“AWV”]55-59节）。如果所收购的国内商业实体涉及到基础设施部门（电信、电力供应、火车、机场或医院），情况尤其如此。
有限公司的成立
有限责任公司（GmbH或UG，见上文）要求最低股本为25000欧元（GmbH）和1欧元（对于“UG”）。GmbH和UG由一个或一个以上的创始股东组成，通过章程并在公证书中任命其总经理。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。
股份有限公司的成立
一个股份有限公司所要求的最低股本（AG）是50000欧元。
股份有限公司由一个或多个创始股东组成，在章程中通过章程，并在公证书中设立监事会（至少有三名成员）。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。
成立代表处
“代表处”的任务仅限于观察市场而非经营业务。在德国商法下，代表处不作为独立部门存在。相反，在德国，一个代表处可为外国公司的一个分支代表处（见下文），或为一个独立承包商/业务提供商（但并非外国公司）的代表处。代表处不需要于商业登记处注册。相反，在当地贸易局（“gewerbeanzeige”）进行一个正式的登记便足够。
成立一个分公司
进行直接销售的另一途径是建立
- 一个自治分公司(„selbständige Zweigniederlassung“)或
- 一个从属分公司(„unselbständige Zweigniederlassung“)
分公司不是独立的实体，而是属于主公司的总部，并受管理总部的相同的组织法的约束。因此分公司的责任取决于总部。
一个自治的分公司进行与总部相同的业务活动（不仅仅是辅助活动）。此外，它具有一定的个人的和事实上的自主权，特别是通过关于自主行政权力、银行账户、资产负债表和商业资产的管理。这样的分公司需注册于
- 当地贸易局（如上文）
- 德国商业注册。其需分公司的详细信息，包括一个在其“母国”的商业登记公证副本及其董事的代表权，再加上公司记录和章程。所有文件应翻译成德语并且公证副本应认证（通常通过一个旁注）。
从属分公司不自主行事，但强烈依赖总部（例如，它以总部的名义开具发票）。
税收程序
在德国经营的外国企业和个人，有两级征税：
- 贸易税适用于德国的所有企业和个人，并按应纳税收益支付。作为地方税，不同市政府的税率不同；
- 所得税取决于业务实体：
- 公司缴纳企业所得税（15%的税率）。股东须缴纳资产收益税和股息税。德国公司的平均税负为30%（企业所得税和贸易税）。
- 合伙企业本身不受所得税的约束，但其合伙人受公司（如企业实体）或个人（如个人）所得税的约束。
- 个人缴纳个人所得税。税率随着收入的增加而增加（最多为45%，收入为250000欧元时），但可以缴纳贸易税来相抵。股息和资产收益适用特别的税率。
对于股息、资产收益、付款利息和许可证费用，需缴纳预扣税（“Kapitalertragssteuer”）。这相当于分配给公司的资产收益的25%（再加上5.5%的“团结附加税”，加入税额）。如果这些税款涉及与企业原籍国签订的双重征税条约，则这些税款可退还。
公司登记
在德国建立公司的要求在公司登记或商业登记处（“handelsregister”）注册。登记由地方法院管理。其向商人和商业公司说明在德国如何经营。其目标是在与这些公司打交道时创造透明度和法律安全（例如了解公司的总经理、其注册席位、创始资本等）。这些均可以通过访问www.handelsregister.de.网站得到。
Brazilian legislation requires every nonresident that holds quotas, capital or shares of a Brazilian company appoints an attorney-in-fact that resides in the country, with powers to receive service of process.
Besides granting the power required by law, foreign partners usually grant other powers to their attorneys-in-fact, in order to facilitate the procedures, since all documents executed abroad must be notarized and Apostilled, and once they arrive in Brazil they must be translated by a sworn translator and registered before the Public Registry of Titles and Documents, in order to be valid in Brazil, which is time and money consuming.
Also, all foreign companies holding quotas, capital or shares of the Brazilian company, need a Taxpayer number, called CNPJ. The taxpayer number is not for tax payment purposes, but for controlling purposes only. The foreign partners / holder need to grant a power of attorney for their enrollment at CNPJ, and representation before the Federal Revenue in all matters.
By the time the company is incorporated the Power of Attorney granting the above-mentioned mandatory powers must be presented before the Board of Trade.
Moreover, all Foreign Direct Investment must be registered at the Central Bank of Brazil. This means that every time the foreign shareholder/partner transfers money to the Brazilian company as investment, the respective exchange agreement must be registered at the Central Bank. Such registration is done electronically.
The main effects of such registration are the possibility of remitting dividends and of repatriating the capital invested.
In view of the above, the documents to be presented at the incorporation of a company in Brazil are:
- Power of Attorney granting to a Brazilian resident powers to accept service of process, for enrollment at CNPJ and representation before the Federal Revenue;
- In case the foreign partners/shareholders/holder are/is a natural person, a copy of his/her passport;
- In case the foreign partners/shareholders/holder are/is a legal entity:
– Copy of the passport of the legal representative of the foreign partners/shareholders/holder; and
– Updated Certificate issued by the Board of Trade of the foreign partners/shareholders/holder’s head offices attesting: (a) its existence and good standing, and (b) its legal representatives for the purposes of evidencing that the company was duly represented in the Power of Attorney granted. This document (or a separate one issued by a public authority) must also contain the head offices address, name of shareholders, capital and objectives.
Note that all documents need to be duly notarized and apostilled. Once they arrive in Brazil, they will undergo sworn translation and will be registered at the Public Registry Office in order to be valid.
We would like to point out that the Federal Revenue and commercial banks have increasingly been requesting a series of complementary documents for compliance reasons, so that the final beneficiaries (natural person) of each foreign company holding quotas, capital or shares of Brazilian entities may be identified.
At the chosen bank’s own discretion, other documents may be necessary, as balance sheets, statements and corporate documentation until the end controller (natural person) is identified. These documents must be presented for the opening of a bank account, and banks have been taking quite some time to open the account.
The purpose of this brief essay is to give an overview of company types according to Hungarian law, along with some relevant legal standards that define their operation.
A member of the European Union since 1 May 2004, Hungary is a country in rapid growth and, as such, an attractive destination for prospective investors that wish to set up a local enterprise.
What kind of business associations can be established?
Hungarian Civil Code regulates the foundation, organization and operation of business associations with a registered seat in Hungary.
The Hungarian law complies with EU legislation and allows for foreign nationals to establish business associations in Hungary under the same terms and conditions as Hungarian citizens.
- General Partnership (Hungarian: “Közkereseti társaság”)
Members of the partnership shall undertake to jointly engage in business operations with unlimited, joint and several liability, and to make available the capital contribution necessary for the activities of the partnership.
- Limited Partnership (Hungarian: “Betéti társaság”)
Members of the partnership shall undertake to jointly engage in business operations, and the liability of at least one member (general partner) for the obligations of the partnership shall be unlimited. If there is more than one general partner, all general partners shall be jointly and severally liable. At least one other member (limited partner) shall only be obliged to provide the capital contribution undertaken in the Memorandum of Association, and, with the exceptions set out in the Hungarian Civil Code, shall not be liable for the obligations of the partnership.
- Limited Liability Company (Hungarian: “Korlátolt felelősségű társaság”)
This is a business association founded with an initial capital (so-called subscribed capital) consisting of capital contributions of a pre-determined amount, where the liability of members to the company is limited to the provision of the contribution to the initial capital, and possibly to other contributions established in the partnership agreement. This is the most common company form in Hungary. The minimum subscribed capital required to start a company has been recently raised to HUF 3,000,000 (approximately € 10,000).
- Limited (Joint-Stock) Company (Hungarian: “Részvénytársaság”)
Limited companies are business associations founded with a share capital (subscribed capital) consisting of shares of pre-determined face value, and the obligation of members (shareholders) to the company is limited to the provision of the face value or issue price of shares.
Private and public limited companies are usually founded for larger investments in terms of invested capital. The minimum subscribed capital of a private limited company (“Zrt”) is HUF 5,000,000 (approximately € 15,000), while a public limited company (“Nyrt”) requires a capital of at least HUF 20,000,000 (approximately € 60,000). Privately held companies (“Zrt”) operate similarly to public limited companies but their shares cannot be listed on the stock exchange and specific provisions apply to the sale and purchase of shares.
Pursuant to the law, nonprofit business associations can also be set up.
What is the procedure for founding a business association?
A business association can be founded by both Hungarian and foreign citizens.
The first step is signing a Memorandum of Association, which is usually drafted and countersigned by a legal practitioner or notary. The format of this document varies depending on the kind of business association established.
Since 16 March 2017, there is no administrative fee for founding an association, with the exception of privately held companies (“Zrt”), for which it amounts to HUF 50,000 (approximately € 150).
The next step is requesting the inclusion of the company in the Register of Companies, which, according to Hungarian law, shall be carried out by a lawyer.
The following documents shall be submitted with the registration request: Memorandum of Association; acceptance of mandates (executive officers, members of the supervisory board, and auditor); statement by the executive officer or certificate from the financial institution about the payment of initial contributions; special power of attorney granted to the legal representative; certificate of payment of the necessary expenses.
The registration request shall be submitted to the County Court within thirty (30) days from the foundation of the business association. Foundation of certain types of businesses may require prior authorization by relevant authorities (e.g. foundation permit in the banking sector). In that case, the request of registration shall be issued within fifteen (15) days from receipt of the foundation permit.
The Court has eight (8) days to review and approve the request and the attached documents. Within the framework of the Hungarian Civil Code and other legal regulations, members (shareholders) may freely establish the contents of the articles of association, according to their own personal and economic needs.
Once the registration is completed, the association will be listed in the Register of Companies and published in the Official Company Gazette (Hungarian: “Cégközlöny”).
What is the corporate tax rate in Hungary?
As of 1 January 2017, the Hungarian government cut the corporate tax rate to 9%, and now Hungary has the lowest level of corporate taxes in Europe, which gives the country a competitive edge to attract foreign direct investment to the country.
The author of this article is Balint Halmos.
愿意在伊朗经营的外国公司有两个主要选择。他们可以在伊朗注册公司，也可以为自己的公司设立分公司或代表处。每个选项都有一系列的特权。
由于最近在伊朗成立公司的法律和惯例的改变，在伊朗设立100%外资公司并不需要伊朗的合伙人是有可能的。根据《伊朗商事登记法》第一条，“任何在伊朗成立的公司都是伊朗公司”，无论合伙人的国籍如何。因此，作为伊朗公司，由外国人组成的公司可以获得一般伊朗公司的所有奖励、设施和可能性。例如，对于外国国民，在伊朗成立一家公司的一个重要优点是它能使公司拥有不动产。事实上，根据伊朗的不动产所有权法，外国人在法律上没有资格拥有任何土地。然而，在伊朗法人实体中成为合伙人的外国人可以以公司名义购买并拥有房地产。只要不违背国家的法律法规，这些公司也可以在任何时候租用不动产。伊朗最受欢迎的两种公司类型是有限责任公司和股份有限公司。
有限责任公司是在两个或两个以上自然人之间以贸易为目的而设立的公司，不将资本划分为股份。在这种公司类型中，每个合伙人的责任严格限制在他们所投资的资本上。该公司的名称不应包含任何合伙人的姓名，否则合伙人将有相对于第三方的无限责任。这种公司类型的合伙人人数最少是两个人，这与股份有限公司不同。
另一种在伊朗运营的非常普遍的公司类型是股份有限公司。这种公司类型的特点是将资本划分成股份。股份有限公司分为公有股份和私有股份。区别在于公有股份有限公司公开发行股票的可能性。私人股份有限公司的最低股东人数为三人，而公有股份公司至少需要五名股东，这些股东应至少提供总资本的五分之一。
除了成立伊朗公司外，外国实体还可以在伊朗注册分公司或代表处。为了允许外国公司通过分公司或代表处在伊朗工作，这些公司需要在其原籍国得到法律承认。
一项单一条款法于1997在伊朗议会通过，允许在外国司法管辖区合法注册的公司在伊朗注册分公司/代表处。这样的分公司/代表处可从事下列活动：
- 提供海外产品/服务的售后服务。
- 订立伊朗和外国公司签订的经营合同。
- 开展调查，为伊朗外商投资提供必要条件。
- 与伊朗技术/工程公司合作，在其他国家开展项目。
- 增加伊朗的非石油出口。
- 提供技术/工程服务和技术转让。
- 从事伊朗法律主管机关授权的活动，如运输、保险、货物检验、银行、市场营销等。
一个分公司或代表处的管理需要由居住在伊朗的一个或多个自然人完成。分公司是外国公司的当地单位，直接负责外国公司在当地开展的活动。分公司应以公司名义和责任行事。相反，代表处可以是自然人，也可以是法人，应当以自己的名义和责任行事。
想要在伊朗注册分公司的外国公司，需要向登记和工业产权办公室提交公司的一些有关申请的文件。
至于代表处，必须介绍一名伊朗法律或自然人作为代表。每个公司都允许在伊朗注册一个官方代表处。除代理协议外，该代表将在伊朗履行部分外国公司的职责。代表应将申请书附上的经核证的翻译和原始文件提交公司登记处和工业产权局。
不允许进行交易的代表处和分支机构，专门为母公司进行市场调查，并从母公司收取费用以支付其费用，向母公司收取的付款无需交税。
写信给 Roberto
Slovakia – Setting up a company
2017年4月21日
-
斯洛伐克
- 公司法
Directive (EU) 2017/1132 “relating to certain aspects of company law”, entered into force on July 20, 2017, lays the foundations for a fully harmonized European company law. The European Parliament and the Council intend to create the conditions to effectively promote the fulfillment of the freedom of establishment and of the freedom to conduct business as set out by the Treaty on the Functioning of the European Union (TFEU) and the Charter of Nice. This process of consolidation has started in 2012 by the Action Plan, which was the fruit of the public consultation on the European company law and corporate governance aiming at “a modern legal framework for more engaged shareholders and sustainable companies”.
The Directive operates in two directions: on one hand, it aims at streamlining the existing legislations consolidating – and repealing – six previous Directives on European company law:
– Directive n. 82/891/EEC concerning the division of public limited liability companies;
– Directive n. 89/666/EEC concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State;
– Directive n. 2005/56/EC on cross-border mergers of limited liability companies;
– Directive n. 2009/101/EC on coordination of safeguards which, for the protection of the interests of members and third parties, are required by Member States of companies within the meaning of the second paragraph of Article 48 of the Treaty, with a view to making such safeguards equivalent,
– Directive n. 2011/35/EU concerning mergers of public limited liability companies and
– Directive n. 2012/30/EU on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty on the Functioning of the European Union, in respect of the incorporation of limited liability companies and the maintenance and alteration of their share capital.
The Annex IV includes a correlation table linking the articles of the consolidated Directives with the new one.
New rules are directed in particular to coordinate safeguards and guarantees that must be provided – as well as the information that must be disclosed – to shareholders and third parties in order to the make them equivalent throughout the Union. As matter of fact, the recitals of the Directive emphasise the need for specific harmonised safeguards to be in place, especially with respect to limited liability companies, notably because of their frequent cross-border business and their predominant feature in the economy of the Member States, more dynamic over last decades.
To date, due to the lack of a uniform discipline, there are indeed 28 different national company laws, which address domestic companies as well as foreign entities operating in another Member State to the detriment – indirectly of course – of freedom of establishment for companies, which, according to art. 54.1 of the TFEU, are to “be treated in the same way as natural persons who are nationals of Member States”.
The Directive consists of 168 articles, four Annexes and three titles that encompass different themes: from the incorporation of public limited liability companies, to companies’ representation, companies registers, branches of companies based in a Member State although govern by the law of another, capital requirements and even mergers (domestic and cross-border) or divisions of companies.
In more detail, the main innovations introduced by the Directive concern:
The incorporation of public limited companies, where the articles of incorporation and the articles of association shall be drawn up and certified in due legal form in all Member States whose laws do not provide for pre-emptive administrative or judicial control at the time the company is actually incorporated.
The implementation of a central companies register – resulting from the interconnection of the existing national registers – that enables users to access from a single web portal.
Capital requirements for public limited liability companies, which shall be not less than euro 25,000.00. The Commission will regularly examine the economic and monetary trends and, as the case may be, revise this requirement accordingly with a view to devoting this type of company to medium-sized/large undertakings.
Acts of the organs of the company, which shall be binding regardless of the validity of the appointment of the person serving in the organ itself and despite the fact that the acts actually carried out exceed the company’s corporate scope (on this issue, Member States may provide otherwise: for example providing that he company shall not be bound where such acts are outside the objects of the company, if it proves that the third party knew that the act was exceeding those objects or could not in view of the circumstances have been unaware of it, bearing in mind that the pre-emptive disclosure of this information will not suffice as it will always be necessary an assessment on case by case basis.
Disclosure requirements concerning branches of companies set up in another Member State’s territory. These branches will be subject to disclose information to the national register (which, in the meantime, will have become interconnected Europe-wide) in order to offer the public reliable and certain corporate information and data. In particular branches shall disclose information relating to the activity they carry out; the name and legal form of the company and the name of the branch, whenever they differ with one another; the relevant accounting documents along with the identity of the subjects authorized to represent the company in legal proceedings and deal with third parties (it will also be necessary to specify whether they have to operate jointly or not). Likewise, it will be necessary to disclose the information regarding the bankruptcy/winding-up procedures the company may go through along with the identity and the powers of the receiver or, in any case, the person in charge of the winding-up procedure/bankruptcy procedure.
Mergers and companies divisions that will have to be carried out taking into account the safeguards provided by the Directive 2001/23/EC to protect the workers of the companies involved. In this case, the Directive provides a discipline that, similarly to the companies’ incorporation procedure, requires that the document regulating the merger (deeds, contracts depending on the national rules on this matter) shall be drawn up and certified in due legal form whenever the laws of the Member State do not proved for judicial or administrative pre-emptive supervision as to the lawfulness of the whole operation. The same rule shall apply in the event the national laws required that the merger project is approved by the general shareholders meeting of the company.
In the end, if the Directive will have a partial impact on the development a uniform European company law, it is worth noticing that this consolidation project has excluded the harmonization of several further EU Directives concerning the Company Law. As far as the Italian Law it can be said as it is almost entirely compliant already with the Directive excluding those rule on capital requirement (in Italy nowadays the minimum share capital of società per azioni is fixed in 50 thousand euro) and the implementation of the European companies register and the company’s representation rules.. As it does not introduce any new provision, there is no date for the Member States to transpose it at a national level, however, the Annex III remarks the time limit to incorporate the abolished Directives into the domestic legal systems.
As clearly set forth by the Directive “this Directive is not aimed at establishing any centralised registers database storing substantive information about companies. At the stage of implementation of the system of interconnection of central, commercial and companies registers (‘the system of interconnection of registers’), only the set of data necessary for the correct functioning of the platform should be defined”. Surely, the leading aim of the Directive is to improve the certainty of the disclosure and the cross-border access to company and its brunches information, this purpose is very challenging considering the national system of the company registers which are quite fragmented at a local level.
The author of this post is Milena Prisco.
我们很高兴与您分享这个视频来介绍legalmondo，第一个从线上到线下的国际律师平台，
让您可以在全世界范围内寻找您需要的律师，获得联系，一起合作，无缝接轨。
http://vimeo.com/238036667
The limited liability company (“Limitada”) is the most common form of corporate organization in Brazil, being largely adopted in view of advantages. A Limitada must have at least two partners (quotaholders), natural persons or legal entities that do not need to be Brazilian or Brazilian residents.
As a consequence of such requirement, many companies adopting the limited liability form would have a second partner holding as little as one quota simply to comply with the legal requirement. In many cases, the second partner would have no interference in the business but undertakes a liability that is not under his/her/its control.
Also, the need of the second partner would imply in extra costs with documentation and bureaucratic measures, not to mention extra accounting requirements when such second partner is a legal entity.
In 2011 a new legislation was passed modifying the Brazilian Civil Code and included a new corporate form, the Limited Liability Individual Company, known as EIRELI. However, the EIRELI could not be incorporated with a legal entity as its holder, but would only be applicable to natural persons, whether Brazilians or Brazilian residents.
Finally, in May 2017, the Brazilian Civil Code was modified once again in order to allow legal entities, whether domiciled in Brazil or not, to be the sole holders of an EIRELI. However, a holder of an EIRELI can only hold a single company incorporated as an EIRELI.
A Limitada or an EIRELI are advantageous as they (i) are subject to fewer disclosure requirements as opposed to a corporation; (ii) have a simpler and less expensive organization; and (iii) corporate decisions can be taken easier and quicker.
This Article intends to present the basic organization of a Limitada and of an EIRELI, as follows:
Partners, Quotas and Capital
A Limitada must have at least two partners, natural persons or legal entities that do not need to be Brazilian or Brazilian residents. An EIRELI may have only one holder, natural person or legal entity that do not need to be Brazilian or Brazilian resident.
Each of the foreign partners or the holder, in case of EIRELI, shall name a legal representative, who lives in Brazil, with minimum powers to accept service of process and for representation before the Federal Revenue for obtaining a taxpayer number (for controlling purposes only).
There is no minimum quota capital requirement for most cases, unless a permanent visa is required or if an import license is needed (the amount of the company’s capital influences the authorized amounts for imports and exports). The Brazilian company may be financed either by the direct investment (capital) or by loans to be granted by the partners. In case of loans, thin-capitalization rules apply.
The ownership of the Limitada quotas or of the EIRELI is reflected in the company’s Articles of Association, since no certificates to that effect are issued.
The quotas of a Limitada can only be transferred by a specific amendment to the Articles of Association and must be subscribed at the time the company is established. The EIRELI’s capital may or may not be divided into quotas.
The company’s capital does not have to be paid up upon incorporation; it may be paid up within a certain period of time (i.e., two years), in Brazilian currency or goods.
Company’s name, objectives and address
The Limitada’s name has to include some words that indicate what the company’s objectives are. The names should be followed by the objectives (if more than one just the main objective) and by the specific area of the market. The EIRELI does not have to follow those requirements.
The company objectives and address must be included in the Articles of Association.
Administration
The administration structure of the Limitada and of the EIRELI must be determined in the Articles Association. In addition, in the Articles of Association, or in a separate document for the Limitada, at least one administrator (general manager) has to be nominated. The partners of the Limitada or the holder of the EIRELI are(is) free to appoint one or several of them to administer the company, as well as third parties.
The administrator has to be a Brazilian resident, meaning either a Brazilian or an expatriate bearing a permanent visa.
Partners Resolutions
Most of the partners’ resolutions in a Limitada may be taken by majority of the capital or by any higher quorum agreed upon by the partners.
Resolutions of the partners altering the Articles of Association or deciding on acquisition, merger, dissolution, and cessation of the liquidation status must be taken by three quarters of the company’s capital. A few other resolutions as the election of the administrators when the capital is not fully paid up must be taken by the totality of the company’s capital.
As the EIRELI has one single holder, all decisions are taken by the holder.
Liability of Partners and of Holder
The liability of the partners of the Limitada and of the EIRELI’s holder is limited to their respective participations in the company’s capital, except when the company’s capital is not fully paid-up. In this case, the partners are liable, with their personal assets, for the total amount of the company’s capital. Please note that in certain cases of disregard of the corporate veil, activities against the law and acts performed without proper authority, the partners or the holder may be unlimitedly responsible, especially in tax, labor and environment areas. In case of non-payment of taxes the administrator may be held co-responsible.
In this clip I briefly introduce the main options to consider when doing business in Iran.
You can read more on this topic in my articles An introduction to Iran Corporations and Obtaining a Foreign Investment License and browse Legalmondo’s blog for some other posts on doing business in the region.
公司种类
根据德国法律，有几种类型的公司可供选择。然而，最适合在德国经商的经营主体类型是：
- 有限责任公司(“GmbH” and “UG”);
- 股份有限公司(“AG”);
- 有限合伙公司(“KG”).
选择的标准是责任、税收、融资、个人参与和控制以及灵活性。对于较大的公司，有限责任公司（“GmbH”）或股份有限公司(“AG”)通常最合适。他们的股东责任仅限于各自的股份。最低股本在50000欧元(股份有限公司AG)、25000欧元（有限责任公司GmbH）和1欧元（有限责任公司的子公司UG）之间变化。有限责任公司（“GmbH”）及其子公司（“UG”）的股份转让通常须经其他股东批准和公证，而股份有限公司的股份可自由转让。然而，有限责任公司（GmbH）是一个比起股份有限公司（AG）更加灵活和程序要求不高的主体类型。有限责任公司（GmbH）, 有限责任公司子公司（UG）, 和股份有限公司 （AG）是由一个或多个创始股东组成的公司，通过章程并任命其总经理，比如在股份有限公司（AG）中，在公证书中设立监事会（至少有三名成员）。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。由于税收原因，合伙公司往往更受青睐，尤其是有限合伙公司（KG），因为有限责任的原因，通常与作为普通合伙人的公司合并(“有限责任公司GmbH 与有限合伙公司 KG” 或者 “股份有限公司AG 和 Co. 有限合伙公司KG”)。其需要至少两位合伙人。
所依据的法律：
外国企业一般与国内企业受相同的法律规范。例外的是，德国国家经济与技术部可以限制或者禁止位于欧盟，冰岛，列支敦士登，挪威或者瑞士（欧洲经济区“EEA”）之外的个人或者经营实体收购或者参股国内经营主体。前提是：
- 外国投资者在一家德国公司中获得25%或者更多的投票权。
- 收购危害了国家公共秩序或安全（对外贸易和支付条例[“AWV”]55-59节）。如果所收购的国内商业实体涉及到基础设施部门（电信、电力供应、火车、机场或医院），情况尤其如此。
有限公司的成立
有限责任公司（GmbH或UG，见上文）要求最低股本为25000欧元（GmbH）和1欧元（对于“UG”）。GmbH和UG由一个或一个以上的创始股东组成，通过章程并在公证书中任命其总经理。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。
股份有限公司的成立
一个股份有限公司所要求的最低股本（AG）是50000欧元。
股份有限公司由一个或多个创始股东组成，在章程中通过章程，并在公证书中设立监事会（至少有三名成员）。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。
成立代表处
“代表处”的任务仅限于观察市场而非经营业务。在德国商法下，代表处不作为独立部门存在。相反，在德国，一个代表处可为外国公司的一个分支代表处（见下文），或为一个独立承包商/业务提供商（但并非外国公司）的代表处。代表处不需要于商业登记处注册。相反，在当地贸易局（“gewerbeanzeige”）进行一个正式的登记便足够。
成立一个分公司
进行直接销售的另一途径是建立
- 一个自治分公司(„selbständige Zweigniederlassung“)或
- 一个从属分公司(„unselbständige Zweigniederlassung“)
分公司不是独立的实体，而是属于主公司的总部，并受管理总部的相同的组织法的约束。因此分公司的责任取决于总部。
一个自治的分公司进行与总部相同的业务活动（不仅仅是辅助活动）。此外，它具有一定的个人的和事实上的自主权，特别是通过关于自主行政权力、银行账户、资产负债表和商业资产的管理。这样的分公司需注册于
- 当地贸易局（如上文）
- 德国商业注册。其需分公司的详细信息，包括一个在其“母国”的商业登记公证副本及其董事的代表权，再加上公司记录和章程。所有文件应翻译成德语并且公证副本应认证（通常通过一个旁注）。
从属分公司不自主行事，但强烈依赖总部（例如，它以总部的名义开具发票）。
税收程序
在德国经营的外国企业和个人，有两级征税：
- 贸易税适用于德国的所有企业和个人，并按应纳税收益支付。作为地方税，不同市政府的税率不同；
- 所得税取决于业务实体：
- 公司缴纳企业所得税（15%的税率）。股东须缴纳资产收益税和股息税。德国公司的平均税负为30%（企业所得税和贸易税）。
- 合伙企业本身不受所得税的约束，但其合伙人受公司（如企业实体）或个人（如个人）所得税的约束。
- 个人缴纳个人所得税。税率随着收入的增加而增加（最多为45%，收入为250000欧元时），但可以缴纳贸易税来相抵。股息和资产收益适用特别的税率。
对于股息、资产收益、付款利息和许可证费用，需缴纳预扣税（“Kapitalertragssteuer”）。这相当于分配给公司的资产收益的25%（再加上5.5%的“团结附加税”，加入税额）。如果这些税款涉及与企业原籍国签订的双重征税条约，则这些税款可退还。
公司登记
在德国建立公司的要求在公司登记或商业登记处（“handelsregister”）注册。登记由地方法院管理。其向商人和商业公司说明在德国如何经营。其目标是在与这些公司打交道时创造透明度和法律安全（例如了解公司的总经理、其注册席位、创始资本等）。这些均可以通过访问www.handelsregister.de.网站得到。
Brazilian legislation requires every nonresident that holds quotas, capital or shares of a Brazilian company appoints an attorney-in-fact that resides in the country, with powers to receive service of process.
Besides granting the power required by law, foreign partners usually grant other powers to their attorneys-in-fact, in order to facilitate the procedures, since all documents executed abroad must be notarized and Apostilled, and once they arrive in Brazil they must be translated by a sworn translator and registered before the Public Registry of Titles and Documents, in order to be valid in Brazil, which is time and money consuming.
Also, all foreign companies holding quotas, capital or shares of the Brazilian company, need a Taxpayer number, called CNPJ. The taxpayer number is not for tax payment purposes, but for controlling purposes only. The foreign partners / holder need to grant a power of attorney for their enrollment at CNPJ, and representation before the Federal Revenue in all matters.
By the time the company is incorporated the Power of Attorney granting the above-mentioned mandatory powers must be presented before the Board of Trade.
Moreover, all Foreign Direct Investment must be registered at the Central Bank of Brazil. This means that every time the foreign shareholder/partner transfers money to the Brazilian company as investment, the respective exchange agreement must be registered at the Central Bank. Such registration is done electronically.
The main effects of such registration are the possibility of remitting dividends and of repatriating the capital invested.
In view of the above, the documents to be presented at the incorporation of a company in Brazil are:
- Power of Attorney granting to a Brazilian resident powers to accept service of process, for enrollment at CNPJ and representation before the Federal Revenue;
- In case the foreign partners/shareholders/holder are/is a natural person, a copy of his/her passport;
- In case the foreign partners/shareholders/holder are/is a legal entity:
– Copy of the passport of the legal representative of the foreign partners/shareholders/holder; and
– Updated Certificate issued by the Board of Trade of the foreign partners/shareholders/holder’s head offices attesting: (a) its existence and good standing, and (b) its legal representatives for the purposes of evidencing that the company was duly represented in the Power of Attorney granted. This document (or a separate one issued by a public authority) must also contain the head offices address, name of shareholders, capital and objectives.
Note that all documents need to be duly notarized and apostilled. Once they arrive in Brazil, they will undergo sworn translation and will be registered at the Public Registry Office in order to be valid.
We would like to point out that the Federal Revenue and commercial banks have increasingly been requesting a series of complementary documents for compliance reasons, so that the final beneficiaries (natural person) of each foreign company holding quotas, capital or shares of Brazilian entities may be identified.
At the chosen bank’s own discretion, other documents may be necessary, as balance sheets, statements and corporate documentation until the end controller (natural person) is identified. These documents must be presented for the opening of a bank account, and banks have been taking quite some time to open the account.
The purpose of this brief essay is to give an overview of company types according to Hungarian law, along with some relevant legal standards that define their operation.
A member of the European Union since 1 May 2004, Hungary is a country in rapid growth and, as such, an attractive destination for prospective investors that wish to set up a local enterprise.
What kind of business associations can be established?
Hungarian Civil Code regulates the foundation, organization and operation of business associations with a registered seat in Hungary.
The Hungarian law complies with EU legislation and allows for foreign nationals to establish business associations in Hungary under the same terms and conditions as Hungarian citizens.
- General Partnership (Hungarian: “Közkereseti társaság”)
Members of the partnership shall undertake to jointly engage in business operations with unlimited, joint and several liability, and to make available the capital contribution necessary for the activities of the partnership.
- Limited Partnership (Hungarian: “Betéti társaság”)
Members of the partnership shall undertake to jointly engage in business operations, and the liability of at least one member (general partner) for the obligations of the partnership shall be unlimited. If there is more than one general partner, all general partners shall be jointly and severally liable. At least one other member (limited partner) shall only be obliged to provide the capital contribution undertaken in the Memorandum of Association, and, with the exceptions set out in the Hungarian Civil Code, shall not be liable for the obligations of the partnership.
- Limited Liability Company (Hungarian: “Korlátolt felelősségű társaság”)
This is a business association founded with an initial capital (so-called subscribed capital) consisting of capital contributions of a pre-determined amount, where the liability of members to the company is limited to the provision of the contribution to the initial capital, and possibly to other contributions established in the partnership agreement. This is the most common company form in Hungary. The minimum subscribed capital required to start a company has been recently raised to HUF 3,000,000 (approximately € 10,000).
- Limited (Joint-Stock) Company (Hungarian: “Részvénytársaság”)
Limited companies are business associations founded with a share capital (subscribed capital) consisting of shares of pre-determined face value, and the obligation of members (shareholders) to the company is limited to the provision of the face value or issue price of shares.
Private and public limited companies are usually founded for larger investments in terms of invested capital. The minimum subscribed capital of a private limited company (“Zrt”) is HUF 5,000,000 (approximately € 15,000), while a public limited company (“Nyrt”) requires a capital of at least HUF 20,000,000 (approximately € 60,000). Privately held companies (“Zrt”) operate similarly to public limited companies but their shares cannot be listed on the stock exchange and specific provisions apply to the sale and purchase of shares.
Pursuant to the law, nonprofit business associations can also be set up.
What is the procedure for founding a business association?
A business association can be founded by both Hungarian and foreign citizens.
The first step is signing a Memorandum of Association, which is usually drafted and countersigned by a legal practitioner or notary. The format of this document varies depending on the kind of business association established.
Since 16 March 2017, there is no administrative fee for founding an association, with the exception of privately held companies (“Zrt”), for which it amounts to HUF 50,000 (approximately € 150).
The next step is requesting the inclusion of the company in the Register of Companies, which, according to Hungarian law, shall be carried out by a lawyer.
The following documents shall be submitted with the registration request: Memorandum of Association; acceptance of mandates (executive officers, members of the supervisory board, and auditor); statement by the executive officer or certificate from the financial institution about the payment of initial contributions; special power of attorney granted to the legal representative; certificate of payment of the necessary expenses.
The registration request shall be submitted to the County Court within thirty (30) days from the foundation of the business association. Foundation of certain types of businesses may require prior authorization by relevant authorities (e.g. foundation permit in the banking sector). In that case, the request of registration shall be issued within fifteen (15) days from receipt of the foundation permit.
The Court has eight (8) days to review and approve the request and the attached documents. Within the framework of the Hungarian Civil Code and other legal regulations, members (shareholders) may freely establish the contents of the articles of association, according to their own personal and economic needs.
Once the registration is completed, the association will be listed in the Register of Companies and published in the Official Company Gazette (Hungarian: “Cégközlöny”).
What is the corporate tax rate in Hungary?
As of 1 January 2017, the Hungarian government cut the corporate tax rate to 9%, and now Hungary has the lowest level of corporate taxes in Europe, which gives the country a competitive edge to attract foreign direct investment to the country.
The author of this article is Balint Halmos.
愿意在伊朗经营的外国公司有两个主要选择。他们可以在伊朗注册公司，也可以为自己的公司设立分公司或代表处。每个选项都有一系列的特权。
由于最近在伊朗成立公司的法律和惯例的改变，在伊朗设立100%外资公司并不需要伊朗的合伙人是有可能的。根据《伊朗商事登记法》第一条，“任何在伊朗成立的公司都是伊朗公司”，无论合伙人的国籍如何。因此，作为伊朗公司，由外国人组成的公司可以获得一般伊朗公司的所有奖励、设施和可能性。例如，对于外国国民，在伊朗成立一家公司的一个重要优点是它能使公司拥有不动产。事实上，根据伊朗的不动产所有权法，外国人在法律上没有资格拥有任何土地。然而，在伊朗法人实体中成为合伙人的外国人可以以公司名义购买并拥有房地产。只要不违背国家的法律法规，这些公司也可以在任何时候租用不动产。伊朗最受欢迎的两种公司类型是有限责任公司和股份有限公司。
有限责任公司是在两个或两个以上自然人之间以贸易为目的而设立的公司，不将资本划分为股份。在这种公司类型中，每个合伙人的责任严格限制在他们所投资的资本上。该公司的名称不应包含任何合伙人的姓名，否则合伙人将有相对于第三方的无限责任。这种公司类型的合伙人人数最少是两个人，这与股份有限公司不同。
另一种在伊朗运营的非常普遍的公司类型是股份有限公司。这种公司类型的特点是将资本划分成股份。股份有限公司分为公有股份和私有股份。区别在于公有股份有限公司公开发行股票的可能性。私人股份有限公司的最低股东人数为三人，而公有股份公司至少需要五名股东，这些股东应至少提供总资本的五分之一。
除了成立伊朗公司外，外国实体还可以在伊朗注册分公司或代表处。为了允许外国公司通过分公司或代表处在伊朗工作，这些公司需要在其原籍国得到法律承认。
一项单一条款法于1997在伊朗议会通过，允许在外国司法管辖区合法注册的公司在伊朗注册分公司/代表处。这样的分公司/代表处可从事下列活动：
- 提供海外产品/服务的售后服务。
- 订立伊朗和外国公司签订的经营合同。
- 开展调查，为伊朗外商投资提供必要条件。
- 与伊朗技术/工程公司合作，在其他国家开展项目。
- 增加伊朗的非石油出口。
- 提供技术/工程服务和技术转让。
- 从事伊朗法律主管机关授权的活动，如运输、保险、货物检验、银行、市场营销等。
一个分公司或代表处的管理需要由居住在伊朗的一个或多个自然人完成。分公司是外国公司的当地单位，直接负责外国公司在当地开展的活动。分公司应以公司名义和责任行事。相反，代表处可以是自然人，也可以是法人，应当以自己的名义和责任行事。
想要在伊朗注册分公司的外国公司，需要向登记和工业产权办公室提交公司的一些有关申请的文件。
至于代表处，必须介绍一名伊朗法律或自然人作为代表。每个公司都允许在伊朗注册一个官方代表处。除代理协议外，该代表将在伊朗履行部分外国公司的职责。代表应将申请书附上的经核证的翻译和原始文件提交公司登记处和工业产权局。
不允许进行交易的代表处和分支机构，专门为母公司进行市场调查，并从母公司收取费用以支付其费用，向母公司收取的付款无需交税。
写信给 Tomas
The Lebanese Banking Sector
2017年4月12日
-
黎巴嫩
- 银行业
- 公司法
Directive (EU) 2017/1132 “relating to certain aspects of company law”, entered into force on July 20, 2017, lays the foundations for a fully harmonized European company law. The European Parliament and the Council intend to create the conditions to effectively promote the fulfillment of the freedom of establishment and of the freedom to conduct business as set out by the Treaty on the Functioning of the European Union (TFEU) and the Charter of Nice. This process of consolidation has started in 2012 by the Action Plan, which was the fruit of the public consultation on the European company law and corporate governance aiming at “a modern legal framework for more engaged shareholders and sustainable companies”.
The Directive operates in two directions: on one hand, it aims at streamlining the existing legislations consolidating – and repealing – six previous Directives on European company law:
– Directive n. 82/891/EEC concerning the division of public limited liability companies;
– Directive n. 89/666/EEC concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State;
– Directive n. 2005/56/EC on cross-border mergers of limited liability companies;
– Directive n. 2009/101/EC on coordination of safeguards which, for the protection of the interests of members and third parties, are required by Member States of companies within the meaning of the second paragraph of Article 48 of the Treaty, with a view to making such safeguards equivalent,
– Directive n. 2011/35/EU concerning mergers of public limited liability companies and
– Directive n. 2012/30/EU on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty on the Functioning of the European Union, in respect of the incorporation of limited liability companies and the maintenance and alteration of their share capital.
The Annex IV includes a correlation table linking the articles of the consolidated Directives with the new one.
New rules are directed in particular to coordinate safeguards and guarantees that must be provided – as well as the information that must be disclosed – to shareholders and third parties in order to the make them equivalent throughout the Union. As matter of fact, the recitals of the Directive emphasise the need for specific harmonised safeguards to be in place, especially with respect to limited liability companies, notably because of their frequent cross-border business and their predominant feature in the economy of the Member States, more dynamic over last decades.
To date, due to the lack of a uniform discipline, there are indeed 28 different national company laws, which address domestic companies as well as foreign entities operating in another Member State to the detriment – indirectly of course – of freedom of establishment for companies, which, according to art. 54.1 of the TFEU, are to “be treated in the same way as natural persons who are nationals of Member States”.
The Directive consists of 168 articles, four Annexes and three titles that encompass different themes: from the incorporation of public limited liability companies, to companies’ representation, companies registers, branches of companies based in a Member State although govern by the law of another, capital requirements and even mergers (domestic and cross-border) or divisions of companies.
In more detail, the main innovations introduced by the Directive concern:
The incorporation of public limited companies, where the articles of incorporation and the articles of association shall be drawn up and certified in due legal form in all Member States whose laws do not provide for pre-emptive administrative or judicial control at the time the company is actually incorporated.
The implementation of a central companies register – resulting from the interconnection of the existing national registers – that enables users to access from a single web portal.
Capital requirements for public limited liability companies, which shall be not less than euro 25,000.00. The Commission will regularly examine the economic and monetary trends and, as the case may be, revise this requirement accordingly with a view to devoting this type of company to medium-sized/large undertakings.
Acts of the organs of the company, which shall be binding regardless of the validity of the appointment of the person serving in the organ itself and despite the fact that the acts actually carried out exceed the company’s corporate scope (on this issue, Member States may provide otherwise: for example providing that he company shall not be bound where such acts are outside the objects of the company, if it proves that the third party knew that the act was exceeding those objects or could not in view of the circumstances have been unaware of it, bearing in mind that the pre-emptive disclosure of this information will not suffice as it will always be necessary an assessment on case by case basis.
Disclosure requirements concerning branches of companies set up in another Member State’s territory. These branches will be subject to disclose information to the national register (which, in the meantime, will have become interconnected Europe-wide) in order to offer the public reliable and certain corporate information and data. In particular branches shall disclose information relating to the activity they carry out; the name and legal form of the company and the name of the branch, whenever they differ with one another; the relevant accounting documents along with the identity of the subjects authorized to represent the company in legal proceedings and deal with third parties (it will also be necessary to specify whether they have to operate jointly or not). Likewise, it will be necessary to disclose the information regarding the bankruptcy/winding-up procedures the company may go through along with the identity and the powers of the receiver or, in any case, the person in charge of the winding-up procedure/bankruptcy procedure.
Mergers and companies divisions that will have to be carried out taking into account the safeguards provided by the Directive 2001/23/EC to protect the workers of the companies involved. In this case, the Directive provides a discipline that, similarly to the companies’ incorporation procedure, requires that the document regulating the merger (deeds, contracts depending on the national rules on this matter) shall be drawn up and certified in due legal form whenever the laws of the Member State do not proved for judicial or administrative pre-emptive supervision as to the lawfulness of the whole operation. The same rule shall apply in the event the national laws required that the merger project is approved by the general shareholders meeting of the company.
In the end, if the Directive will have a partial impact on the development a uniform European company law, it is worth noticing that this consolidation project has excluded the harmonization of several further EU Directives concerning the Company Law. As far as the Italian Law it can be said as it is almost entirely compliant already with the Directive excluding those rule on capital requirement (in Italy nowadays the minimum share capital of società per azioni is fixed in 50 thousand euro) and the implementation of the European companies register and the company’s representation rules.. As it does not introduce any new provision, there is no date for the Member States to transpose it at a national level, however, the Annex III remarks the time limit to incorporate the abolished Directives into the domestic legal systems.
As clearly set forth by the Directive “this Directive is not aimed at establishing any centralised registers database storing substantive information about companies. At the stage of implementation of the system of interconnection of central, commercial and companies registers (‘the system of interconnection of registers’), only the set of data necessary for the correct functioning of the platform should be defined”. Surely, the leading aim of the Directive is to improve the certainty of the disclosure and the cross-border access to company and its brunches information, this purpose is very challenging considering the national system of the company registers which are quite fragmented at a local level.
The author of this post is Milena Prisco.
我们很高兴与您分享这个视频来介绍legalmondo，第一个从线上到线下的国际律师平台，
让您可以在全世界范围内寻找您需要的律师，获得联系，一起合作，无缝接轨。
http://vimeo.com/238036667
The limited liability company (“Limitada”) is the most common form of corporate organization in Brazil, being largely adopted in view of advantages. A Limitada must have at least two partners (quotaholders), natural persons or legal entities that do not need to be Brazilian or Brazilian residents.
As a consequence of such requirement, many companies adopting the limited liability form would have a second partner holding as little as one quota simply to comply with the legal requirement. In many cases, the second partner would have no interference in the business but undertakes a liability that is not under his/her/its control.
Also, the need of the second partner would imply in extra costs with documentation and bureaucratic measures, not to mention extra accounting requirements when such second partner is a legal entity.
In 2011 a new legislation was passed modifying the Brazilian Civil Code and included a new corporate form, the Limited Liability Individual Company, known as EIRELI. However, the EIRELI could not be incorporated with a legal entity as its holder, but would only be applicable to natural persons, whether Brazilians or Brazilian residents.
Finally, in May 2017, the Brazilian Civil Code was modified once again in order to allow legal entities, whether domiciled in Brazil or not, to be the sole holders of an EIRELI. However, a holder of an EIRELI can only hold a single company incorporated as an EIRELI.
A Limitada or an EIRELI are advantageous as they (i) are subject to fewer disclosure requirements as opposed to a corporation; (ii) have a simpler and less expensive organization; and (iii) corporate decisions can be taken easier and quicker.
This Article intends to present the basic organization of a Limitada and of an EIRELI, as follows:
Partners, Quotas and Capital
A Limitada must have at least two partners, natural persons or legal entities that do not need to be Brazilian or Brazilian residents. An EIRELI may have only one holder, natural person or legal entity that do not need to be Brazilian or Brazilian resident.
Each of the foreign partners or the holder, in case of EIRELI, shall name a legal representative, who lives in Brazil, with minimum powers to accept service of process and for representation before the Federal Revenue for obtaining a taxpayer number (for controlling purposes only).
There is no minimum quota capital requirement for most cases, unless a permanent visa is required or if an import license is needed (the amount of the company’s capital influences the authorized amounts for imports and exports). The Brazilian company may be financed either by the direct investment (capital) or by loans to be granted by the partners. In case of loans, thin-capitalization rules apply.
The ownership of the Limitada quotas or of the EIRELI is reflected in the company’s Articles of Association, since no certificates to that effect are issued.
The quotas of a Limitada can only be transferred by a specific amendment to the Articles of Association and must be subscribed at the time the company is established. The EIRELI’s capital may or may not be divided into quotas.
The company’s capital does not have to be paid up upon incorporation; it may be paid up within a certain period of time (i.e., two years), in Brazilian currency or goods.
Company’s name, objectives and address
The Limitada’s name has to include some words that indicate what the company’s objectives are. The names should be followed by the objectives (if more than one just the main objective) and by the specific area of the market. The EIRELI does not have to follow those requirements.
The company objectives and address must be included in the Articles of Association.
Administration
The administration structure of the Limitada and of the EIRELI must be determined in the Articles Association. In addition, in the Articles of Association, or in a separate document for the Limitada, at least one administrator (general manager) has to be nominated. The partners of the Limitada or the holder of the EIRELI are(is) free to appoint one or several of them to administer the company, as well as third parties.
The administrator has to be a Brazilian resident, meaning either a Brazilian or an expatriate bearing a permanent visa.
Partners Resolutions
Most of the partners’ resolutions in a Limitada may be taken by majority of the capital or by any higher quorum agreed upon by the partners.
Resolutions of the partners altering the Articles of Association or deciding on acquisition, merger, dissolution, and cessation of the liquidation status must be taken by three quarters of the company’s capital. A few other resolutions as the election of the administrators when the capital is not fully paid up must be taken by the totality of the company’s capital.
As the EIRELI has one single holder, all decisions are taken by the holder.
Liability of Partners and of Holder
The liability of the partners of the Limitada and of the EIRELI’s holder is limited to their respective participations in the company’s capital, except when the company’s capital is not fully paid-up. In this case, the partners are liable, with their personal assets, for the total amount of the company’s capital. Please note that in certain cases of disregard of the corporate veil, activities against the law and acts performed without proper authority, the partners or the holder may be unlimitedly responsible, especially in tax, labor and environment areas. In case of non-payment of taxes the administrator may be held co-responsible.
In this clip I briefly introduce the main options to consider when doing business in Iran.
You can read more on this topic in my articles An introduction to Iran Corporations and Obtaining a Foreign Investment License and browse Legalmondo’s blog for some other posts on doing business in the region.
公司种类
根据德国法律，有几种类型的公司可供选择。然而，最适合在德国经商的经营主体类型是：
- 有限责任公司(“GmbH” and “UG”);
- 股份有限公司(“AG”);
- 有限合伙公司(“KG”).
选择的标准是责任、税收、融资、个人参与和控制以及灵活性。对于较大的公司，有限责任公司（“GmbH”）或股份有限公司(“AG”)通常最合适。他们的股东责任仅限于各自的股份。最低股本在50000欧元(股份有限公司AG)、25000欧元（有限责任公司GmbH）和1欧元（有限责任公司的子公司UG）之间变化。有限责任公司（“GmbH”）及其子公司（“UG”）的股份转让通常须经其他股东批准和公证，而股份有限公司的股份可自由转让。然而，有限责任公司（GmbH）是一个比起股份有限公司（AG）更加灵活和程序要求不高的主体类型。有限责任公司（GmbH）, 有限责任公司子公司（UG）, 和股份有限公司 （AG）是由一个或多个创始股东组成的公司，通过章程并任命其总经理，比如在股份有限公司（AG）中，在公证书中设立监事会（至少有三名成员）。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。由于税收原因，合伙公司往往更受青睐，尤其是有限合伙公司（KG），因为有限责任的原因，通常与作为普通合伙人的公司合并(“有限责任公司GmbH 与有限合伙公司 KG” 或者 “股份有限公司AG 和 Co. 有限合伙公司KG”)。其需要至少两位合伙人。
所依据的法律：
外国企业一般与国内企业受相同的法律规范。例外的是，德国国家经济与技术部可以限制或者禁止位于欧盟，冰岛，列支敦士登，挪威或者瑞士（欧洲经济区“EEA”）之外的个人或者经营实体收购或者参股国内经营主体。前提是：
- 外国投资者在一家德国公司中获得25%或者更多的投票权。
- 收购危害了国家公共秩序或安全（对外贸易和支付条例[“AWV”]55-59节）。如果所收购的国内商业实体涉及到基础设施部门（电信、电力供应、火车、机场或医院），情况尤其如此。
有限公司的成立
有限责任公司（GmbH或UG，见上文）要求最低股本为25000欧元（GmbH）和1欧元（对于“UG”）。GmbH和UG由一个或一个以上的创始股东组成，通过章程并在公证书中任命其总经理。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。
股份有限公司的成立
一个股份有限公司所要求的最低股本（AG）是50000欧元。
股份有限公司由一个或多个创始股东组成，在章程中通过章程，并在公证书中设立监事会（至少有三名成员）。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。
成立代表处
“代表处”的任务仅限于观察市场而非经营业务。在德国商法下，代表处不作为独立部门存在。相反，在德国，一个代表处可为外国公司的一个分支代表处（见下文），或为一个独立承包商/业务提供商（但并非外国公司）的代表处。代表处不需要于商业登记处注册。相反，在当地贸易局（“gewerbeanzeige”）进行一个正式的登记便足够。
成立一个分公司
进行直接销售的另一途径是建立
- 一个自治分公司(„selbständige Zweigniederlassung“)或
- 一个从属分公司(„unselbständige Zweigniederlassung“)
分公司不是独立的实体，而是属于主公司的总部，并受管理总部的相同的组织法的约束。因此分公司的责任取决于总部。
一个自治的分公司进行与总部相同的业务活动（不仅仅是辅助活动）。此外，它具有一定的个人的和事实上的自主权，特别是通过关于自主行政权力、银行账户、资产负债表和商业资产的管理。这样的分公司需注册于
- 当地贸易局（如上文）
- 德国商业注册。其需分公司的详细信息，包括一个在其“母国”的商业登记公证副本及其董事的代表权，再加上公司记录和章程。所有文件应翻译成德语并且公证副本应认证（通常通过一个旁注）。
从属分公司不自主行事，但强烈依赖总部（例如，它以总部的名义开具发票）。
税收程序
在德国经营的外国企业和个人，有两级征税：
- 贸易税适用于德国的所有企业和个人，并按应纳税收益支付。作为地方税，不同市政府的税率不同；
- 所得税取决于业务实体：
- 公司缴纳企业所得税（15%的税率）。股东须缴纳资产收益税和股息税。德国公司的平均税负为30%（企业所得税和贸易税）。
- 合伙企业本身不受所得税的约束，但其合伙人受公司（如企业实体）或个人（如个人）所得税的约束。
- 个人缴纳个人所得税。税率随着收入的增加而增加（最多为45%，收入为250000欧元时），但可以缴纳贸易税来相抵。股息和资产收益适用特别的税率。
对于股息、资产收益、付款利息和许可证费用，需缴纳预扣税（“Kapitalertragssteuer”）。这相当于分配给公司的资产收益的25%（再加上5.5%的“团结附加税”，加入税额）。如果这些税款涉及与企业原籍国签订的双重征税条约，则这些税款可退还。
公司登记
在德国建立公司的要求在公司登记或商业登记处（“handelsregister”）注册。登记由地方法院管理。其向商人和商业公司说明在德国如何经营。其目标是在与这些公司打交道时创造透明度和法律安全（例如了解公司的总经理、其注册席位、创始资本等）。这些均可以通过访问www.handelsregister.de.网站得到。
Brazilian legislation requires every nonresident that holds quotas, capital or shares of a Brazilian company appoints an attorney-in-fact that resides in the country, with powers to receive service of process.
Besides granting the power required by law, foreign partners usually grant other powers to their attorneys-in-fact, in order to facilitate the procedures, since all documents executed abroad must be notarized and Apostilled, and once they arrive in Brazil they must be translated by a sworn translator and registered before the Public Registry of Titles and Documents, in order to be valid in Brazil, which is time and money consuming.
Also, all foreign companies holding quotas, capital or shares of the Brazilian company, need a Taxpayer number, called CNPJ. The taxpayer number is not for tax payment purposes, but for controlling purposes only. The foreign partners / holder need to grant a power of attorney for their enrollment at CNPJ, and representation before the Federal Revenue in all matters.
By the time the company is incorporated the Power of Attorney granting the above-mentioned mandatory powers must be presented before the Board of Trade.
Moreover, all Foreign Direct Investment must be registered at the Central Bank of Brazil. This means that every time the foreign shareholder/partner transfers money to the Brazilian company as investment, the respective exchange agreement must be registered at the Central Bank. Such registration is done electronically.
The main effects of such registration are the possibility of remitting dividends and of repatriating the capital invested.
In view of the above, the documents to be presented at the incorporation of a company in Brazil are:
- Power of Attorney granting to a Brazilian resident powers to accept service of process, for enrollment at CNPJ and representation before the Federal Revenue;
- In case the foreign partners/shareholders/holder are/is a natural person, a copy of his/her passport;
- In case the foreign partners/shareholders/holder are/is a legal entity:
– Copy of the passport of the legal representative of the foreign partners/shareholders/holder; and
– Updated Certificate issued by the Board of Trade of the foreign partners/shareholders/holder’s head offices attesting: (a) its existence and good standing, and (b) its legal representatives for the purposes of evidencing that the company was duly represented in the Power of Attorney granted. This document (or a separate one issued by a public authority) must also contain the head offices address, name of shareholders, capital and objectives.
Note that all documents need to be duly notarized and apostilled. Once they arrive in Brazil, they will undergo sworn translation and will be registered at the Public Registry Office in order to be valid.
We would like to point out that the Federal Revenue and commercial banks have increasingly been requesting a series of complementary documents for compliance reasons, so that the final beneficiaries (natural person) of each foreign company holding quotas, capital or shares of Brazilian entities may be identified.
At the chosen bank’s own discretion, other documents may be necessary, as balance sheets, statements and corporate documentation until the end controller (natural person) is identified. These documents must be presented for the opening of a bank account, and banks have been taking quite some time to open the account.
The purpose of this brief essay is to give an overview of company types according to Hungarian law, along with some relevant legal standards that define their operation.
A member of the European Union since 1 May 2004, Hungary is a country in rapid growth and, as such, an attractive destination for prospective investors that wish to set up a local enterprise.
What kind of business associations can be established?
Hungarian Civil Code regulates the foundation, organization and operation of business associations with a registered seat in Hungary.
The Hungarian law complies with EU legislation and allows for foreign nationals to establish business associations in Hungary under the same terms and conditions as Hungarian citizens.
- General Partnership (Hungarian: “Közkereseti társaság”)
Members of the partnership shall undertake to jointly engage in business operations with unlimited, joint and several liability, and to make available the capital contribution necessary for the activities of the partnership.
- Limited Partnership (Hungarian: “Betéti társaság”)
Members of the partnership shall undertake to jointly engage in business operations, and the liability of at least one member (general partner) for the obligations of the partnership shall be unlimited. If there is more than one general partner, all general partners shall be jointly and severally liable. At least one other member (limited partner) shall only be obliged to provide the capital contribution undertaken in the Memorandum of Association, and, with the exceptions set out in the Hungarian Civil Code, shall not be liable for the obligations of the partnership.
- Limited Liability Company (Hungarian: “Korlátolt felelősségű társaság”)
This is a business association founded with an initial capital (so-called subscribed capital) consisting of capital contributions of a pre-determined amount, where the liability of members to the company is limited to the provision of the contribution to the initial capital, and possibly to other contributions established in the partnership agreement. This is the most common company form in Hungary. The minimum subscribed capital required to start a company has been recently raised to HUF 3,000,000 (approximately € 10,000).
- Limited (Joint-Stock) Company (Hungarian: “Részvénytársaság”)
Limited companies are business associations founded with a share capital (subscribed capital) consisting of shares of pre-determined face value, and the obligation of members (shareholders) to the company is limited to the provision of the face value or issue price of shares.
Private and public limited companies are usually founded for larger investments in terms of invested capital. The minimum subscribed capital of a private limited company (“Zrt”) is HUF 5,000,000 (approximately € 15,000), while a public limited company (“Nyrt”) requires a capital of at least HUF 20,000,000 (approximately € 60,000). Privately held companies (“Zrt”) operate similarly to public limited companies but their shares cannot be listed on the stock exchange and specific provisions apply to the sale and purchase of shares.
Pursuant to the law, nonprofit business associations can also be set up.
What is the procedure for founding a business association?
A business association can be founded by both Hungarian and foreign citizens.
The first step is signing a Memorandum of Association, which is usually drafted and countersigned by a legal practitioner or notary. The format of this document varies depending on the kind of business association established.
Since 16 March 2017, there is no administrative fee for founding an association, with the exception of privately held companies (“Zrt”), for which it amounts to HUF 50,000 (approximately € 150).
The next step is requesting the inclusion of the company in the Register of Companies, which, according to Hungarian law, shall be carried out by a lawyer.
The following documents shall be submitted with the registration request: Memorandum of Association; acceptance of mandates (executive officers, members of the supervisory board, and auditor); statement by the executive officer or certificate from the financial institution about the payment of initial contributions; special power of attorney granted to the legal representative; certificate of payment of the necessary expenses.
The registration request shall be submitted to the County Court within thirty (30) days from the foundation of the business association. Foundation of certain types of businesses may require prior authorization by relevant authorities (e.g. foundation permit in the banking sector). In that case, the request of registration shall be issued within fifteen (15) days from receipt of the foundation permit.
The Court has eight (8) days to review and approve the request and the attached documents. Within the framework of the Hungarian Civil Code and other legal regulations, members (shareholders) may freely establish the contents of the articles of association, according to their own personal and economic needs.
Once the registration is completed, the association will be listed in the Register of Companies and published in the Official Company Gazette (Hungarian: “Cégközlöny”).
What is the corporate tax rate in Hungary?
As of 1 January 2017, the Hungarian government cut the corporate tax rate to 9%, and now Hungary has the lowest level of corporate taxes in Europe, which gives the country a competitive edge to attract foreign direct investment to the country.
The author of this article is Balint Halmos.
愿意在伊朗经营的外国公司有两个主要选择。他们可以在伊朗注册公司，也可以为自己的公司设立分公司或代表处。每个选项都有一系列的特权。
由于最近在伊朗成立公司的法律和惯例的改变，在伊朗设立100%外资公司并不需要伊朗的合伙人是有可能的。根据《伊朗商事登记法》第一条，“任何在伊朗成立的公司都是伊朗公司”，无论合伙人的国籍如何。因此，作为伊朗公司，由外国人组成的公司可以获得一般伊朗公司的所有奖励、设施和可能性。例如，对于外国国民，在伊朗成立一家公司的一个重要优点是它能使公司拥有不动产。事实上，根据伊朗的不动产所有权法，外国人在法律上没有资格拥有任何土地。然而，在伊朗法人实体中成为合伙人的外国人可以以公司名义购买并拥有房地产。只要不违背国家的法律法规，这些公司也可以在任何时候租用不动产。伊朗最受欢迎的两种公司类型是有限责任公司和股份有限公司。
有限责任公司是在两个或两个以上自然人之间以贸易为目的而设立的公司，不将资本划分为股份。在这种公司类型中，每个合伙人的责任严格限制在他们所投资的资本上。该公司的名称不应包含任何合伙人的姓名，否则合伙人将有相对于第三方的无限责任。这种公司类型的合伙人人数最少是两个人，这与股份有限公司不同。
另一种在伊朗运营的非常普遍的公司类型是股份有限公司。这种公司类型的特点是将资本划分成股份。股份有限公司分为公有股份和私有股份。区别在于公有股份有限公司公开发行股票的可能性。私人股份有限公司的最低股东人数为三人，而公有股份公司至少需要五名股东，这些股东应至少提供总资本的五分之一。
除了成立伊朗公司外，外国实体还可以在伊朗注册分公司或代表处。为了允许外国公司通过分公司或代表处在伊朗工作，这些公司需要在其原籍国得到法律承认。
一项单一条款法于1997在伊朗议会通过，允许在外国司法管辖区合法注册的公司在伊朗注册分公司/代表处。这样的分公司/代表处可从事下列活动：
- 提供海外产品/服务的售后服务。
- 订立伊朗和外国公司签订的经营合同。
- 开展调查，为伊朗外商投资提供必要条件。
- 与伊朗技术/工程公司合作，在其他国家开展项目。
- 增加伊朗的非石油出口。
- 提供技术/工程服务和技术转让。
- 从事伊朗法律主管机关授权的活动，如运输、保险、货物检验、银行、市场营销等。
一个分公司或代表处的管理需要由居住在伊朗的一个或多个自然人完成。分公司是外国公司的当地单位，直接负责外国公司在当地开展的活动。分公司应以公司名义和责任行事。相反，代表处可以是自然人，也可以是法人，应当以自己的名义和责任行事。
想要在伊朗注册分公司的外国公司，需要向登记和工业产权办公室提交公司的一些有关申请的文件。
至于代表处，必须介绍一名伊朗法律或自然人作为代表。每个公司都允许在伊朗注册一个官方代表处。除代理协议外，该代表将在伊朗履行部分外国公司的职责。代表应将申请书附上的经核证的翻译和原始文件提交公司登记处和工业产权局。
不允许进行交易的代表处和分支机构，专门为母公司进行市场调查，并从母公司收取费用以支付其费用，向母公司收取的付款无需交税。
The Company financial statements in Switzerland
2017年3月29日
-
瑞士
- 公司法
Directive (EU) 2017/1132 “relating to certain aspects of company law”, entered into force on July 20, 2017, lays the foundations for a fully harmonized European company law. The European Parliament and the Council intend to create the conditions to effectively promote the fulfillment of the freedom of establishment and of the freedom to conduct business as set out by the Treaty on the Functioning of the European Union (TFEU) and the Charter of Nice. This process of consolidation has started in 2012 by the Action Plan, which was the fruit of the public consultation on the European company law and corporate governance aiming at “a modern legal framework for more engaged shareholders and sustainable companies”.
The Directive operates in two directions: on one hand, it aims at streamlining the existing legislations consolidating – and repealing – six previous Directives on European company law:
– Directive n. 82/891/EEC concerning the division of public limited liability companies;
– Directive n. 89/666/EEC concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State;
– Directive n. 2005/56/EC on cross-border mergers of limited liability companies;
– Directive n. 2009/101/EC on coordination of safeguards which, for the protection of the interests of members and third parties, are required by Member States of companies within the meaning of the second paragraph of Article 48 of the Treaty, with a view to making such safeguards equivalent,
– Directive n. 2011/35/EU concerning mergers of public limited liability companies and
– Directive n. 2012/30/EU on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty on the Functioning of the European Union, in respect of the incorporation of limited liability companies and the maintenance and alteration of their share capital.
The Annex IV includes a correlation table linking the articles of the consolidated Directives with the new one.
New rules are directed in particular to coordinate safeguards and guarantees that must be provided – as well as the information that must be disclosed – to shareholders and third parties in order to the make them equivalent throughout the Union. As matter of fact, the recitals of the Directive emphasise the need for specific harmonised safeguards to be in place, especially with respect to limited liability companies, notably because of their frequent cross-border business and their predominant feature in the economy of the Member States, more dynamic over last decades.
To date, due to the lack of a uniform discipline, there are indeed 28 different national company laws, which address domestic companies as well as foreign entities operating in another Member State to the detriment – indirectly of course – of freedom of establishment for companies, which, according to art. 54.1 of the TFEU, are to “be treated in the same way as natural persons who are nationals of Member States”.
The Directive consists of 168 articles, four Annexes and three titles that encompass different themes: from the incorporation of public limited liability companies, to companies’ representation, companies registers, branches of companies based in a Member State although govern by the law of another, capital requirements and even mergers (domestic and cross-border) or divisions of companies.
In more detail, the main innovations introduced by the Directive concern:
The incorporation of public limited companies, where the articles of incorporation and the articles of association shall be drawn up and certified in due legal form in all Member States whose laws do not provide for pre-emptive administrative or judicial control at the time the company is actually incorporated.
The implementation of a central companies register – resulting from the interconnection of the existing national registers – that enables users to access from a single web portal.
Capital requirements for public limited liability companies, which shall be not less than euro 25,000.00. The Commission will regularly examine the economic and monetary trends and, as the case may be, revise this requirement accordingly with a view to devoting this type of company to medium-sized/large undertakings.
Acts of the organs of the company, which shall be binding regardless of the validity of the appointment of the person serving in the organ itself and despite the fact that the acts actually carried out exceed the company’s corporate scope (on this issue, Member States may provide otherwise: for example providing that he company shall not be bound where such acts are outside the objects of the company, if it proves that the third party knew that the act was exceeding those objects or could not in view of the circumstances have been unaware of it, bearing in mind that the pre-emptive disclosure of this information will not suffice as it will always be necessary an assessment on case by case basis.
Disclosure requirements concerning branches of companies set up in another Member State’s territory. These branches will be subject to disclose information to the national register (which, in the meantime, will have become interconnected Europe-wide) in order to offer the public reliable and certain corporate information and data. In particular branches shall disclose information relating to the activity they carry out; the name and legal form of the company and the name of the branch, whenever they differ with one another; the relevant accounting documents along with the identity of the subjects authorized to represent the company in legal proceedings and deal with third parties (it will also be necessary to specify whether they have to operate jointly or not). Likewise, it will be necessary to disclose the information regarding the bankruptcy/winding-up procedures the company may go through along with the identity and the powers of the receiver or, in any case, the person in charge of the winding-up procedure/bankruptcy procedure.
Mergers and companies divisions that will have to be carried out taking into account the safeguards provided by the Directive 2001/23/EC to protect the workers of the companies involved. In this case, the Directive provides a discipline that, similarly to the companies’ incorporation procedure, requires that the document regulating the merger (deeds, contracts depending on the national rules on this matter) shall be drawn up and certified in due legal form whenever the laws of the Member State do not proved for judicial or administrative pre-emptive supervision as to the lawfulness of the whole operation. The same rule shall apply in the event the national laws required that the merger project is approved by the general shareholders meeting of the company.
In the end, if the Directive will have a partial impact on the development a uniform European company law, it is worth noticing that this consolidation project has excluded the harmonization of several further EU Directives concerning the Company Law. As far as the Italian Law it can be said as it is almost entirely compliant already with the Directive excluding those rule on capital requirement (in Italy nowadays the minimum share capital of società per azioni is fixed in 50 thousand euro) and the implementation of the European companies register and the company’s representation rules.. As it does not introduce any new provision, there is no date for the Member States to transpose it at a national level, however, the Annex III remarks the time limit to incorporate the abolished Directives into the domestic legal systems.
As clearly set forth by the Directive “this Directive is not aimed at establishing any centralised registers database storing substantive information about companies. At the stage of implementation of the system of interconnection of central, commercial and companies registers (‘the system of interconnection of registers’), only the set of data necessary for the correct functioning of the platform should be defined”. Surely, the leading aim of the Directive is to improve the certainty of the disclosure and the cross-border access to company and its brunches information, this purpose is very challenging considering the national system of the company registers which are quite fragmented at a local level.
The author of this post is Milena Prisco.
我们很高兴与您分享这个视频来介绍legalmondo，第一个从线上到线下的国际律师平台，
让您可以在全世界范围内寻找您需要的律师，获得联系，一起合作，无缝接轨。
http://vimeo.com/238036667
The limited liability company (“Limitada”) is the most common form of corporate organization in Brazil, being largely adopted in view of advantages. A Limitada must have at least two partners (quotaholders), natural persons or legal entities that do not need to be Brazilian or Brazilian residents.
As a consequence of such requirement, many companies adopting the limited liability form would have a second partner holding as little as one quota simply to comply with the legal requirement. In many cases, the second partner would have no interference in the business but undertakes a liability that is not under his/her/its control.
Also, the need of the second partner would imply in extra costs with documentation and bureaucratic measures, not to mention extra accounting requirements when such second partner is a legal entity.
In 2011 a new legislation was passed modifying the Brazilian Civil Code and included a new corporate form, the Limited Liability Individual Company, known as EIRELI. However, the EIRELI could not be incorporated with a legal entity as its holder, but would only be applicable to natural persons, whether Brazilians or Brazilian residents.
Finally, in May 2017, the Brazilian Civil Code was modified once again in order to allow legal entities, whether domiciled in Brazil or not, to be the sole holders of an EIRELI. However, a holder of an EIRELI can only hold a single company incorporated as an EIRELI.
A Limitada or an EIRELI are advantageous as they (i) are subject to fewer disclosure requirements as opposed to a corporation; (ii) have a simpler and less expensive organization; and (iii) corporate decisions can be taken easier and quicker.
This Article intends to present the basic organization of a Limitada and of an EIRELI, as follows:
Partners, Quotas and Capital
A Limitada must have at least two partners, natural persons or legal entities that do not need to be Brazilian or Brazilian residents. An EIRELI may have only one holder, natural person or legal entity that do not need to be Brazilian or Brazilian resident.
Each of the foreign partners or the holder, in case of EIRELI, shall name a legal representative, who lives in Brazil, with minimum powers to accept service of process and for representation before the Federal Revenue for obtaining a taxpayer number (for controlling purposes only).
There is no minimum quota capital requirement for most cases, unless a permanent visa is required or if an import license is needed (the amount of the company’s capital influences the authorized amounts for imports and exports). The Brazilian company may be financed either by the direct investment (capital) or by loans to be granted by the partners. In case of loans, thin-capitalization rules apply.
The ownership of the Limitada quotas or of the EIRELI is reflected in the company’s Articles of Association, since no certificates to that effect are issued.
The quotas of a Limitada can only be transferred by a specific amendment to the Articles of Association and must be subscribed at the time the company is established. The EIRELI’s capital may or may not be divided into quotas.
The company’s capital does not have to be paid up upon incorporation; it may be paid up within a certain period of time (i.e., two years), in Brazilian currency or goods.
Company’s name, objectives and address
The Limitada’s name has to include some words that indicate what the company’s objectives are. The names should be followed by the objectives (if more than one just the main objective) and by the specific area of the market. The EIRELI does not have to follow those requirements.
The company objectives and address must be included in the Articles of Association.
Administration
The administration structure of the Limitada and of the EIRELI must be determined in the Articles Association. In addition, in the Articles of Association, or in a separate document for the Limitada, at least one administrator (general manager) has to be nominated. The partners of the Limitada or the holder of the EIRELI are(is) free to appoint one or several of them to administer the company, as well as third parties.
The administrator has to be a Brazilian resident, meaning either a Brazilian or an expatriate bearing a permanent visa.
Partners Resolutions
Most of the partners’ resolutions in a Limitada may be taken by majority of the capital or by any higher quorum agreed upon by the partners.
Resolutions of the partners altering the Articles of Association or deciding on acquisition, merger, dissolution, and cessation of the liquidation status must be taken by three quarters of the company’s capital. A few other resolutions as the election of the administrators when the capital is not fully paid up must be taken by the totality of the company’s capital.
As the EIRELI has one single holder, all decisions are taken by the holder.
Liability of Partners and of Holder
The liability of the partners of the Limitada and of the EIRELI’s holder is limited to their respective participations in the company’s capital, except when the company’s capital is not fully paid-up. In this case, the partners are liable, with their personal assets, for the total amount of the company’s capital. Please note that in certain cases of disregard of the corporate veil, activities against the law and acts performed without proper authority, the partners or the holder may be unlimitedly responsible, especially in tax, labor and environment areas. In case of non-payment of taxes the administrator may be held co-responsible.
In this clip I briefly introduce the main options to consider when doing business in Iran.
You can read more on this topic in my articles An introduction to Iran Corporations and Obtaining a Foreign Investment License and browse Legalmondo’s blog for some other posts on doing business in the region.
公司种类
根据德国法律，有几种类型的公司可供选择。然而，最适合在德国经商的经营主体类型是：
- 有限责任公司(“GmbH” and “UG”);
- 股份有限公司(“AG”);
- 有限合伙公司(“KG”).
选择的标准是责任、税收、融资、个人参与和控制以及灵活性。对于较大的公司，有限责任公司（“GmbH”）或股份有限公司(“AG”)通常最合适。他们的股东责任仅限于各自的股份。最低股本在50000欧元(股份有限公司AG)、25000欧元（有限责任公司GmbH）和1欧元（有限责任公司的子公司UG）之间变化。有限责任公司（“GmbH”）及其子公司（“UG”）的股份转让通常须经其他股东批准和公证，而股份有限公司的股份可自由转让。然而，有限责任公司（GmbH）是一个比起股份有限公司（AG）更加灵活和程序要求不高的主体类型。有限责任公司（GmbH）, 有限责任公司子公司（UG）, 和股份有限公司 （AG）是由一个或多个创始股东组成的公司，通过章程并任命其总经理，比如在股份有限公司（AG）中，在公证书中设立监事会（至少有三名成员）。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。由于税收原因，合伙公司往往更受青睐，尤其是有限合伙公司（KG），因为有限责任的原因，通常与作为普通合伙人的公司合并(“有限责任公司GmbH 与有限合伙公司 KG” 或者 “股份有限公司AG 和 Co. 有限合伙公司KG”)。其需要至少两位合伙人。
所依据的法律：
外国企业一般与国内企业受相同的法律规范。例外的是，德国国家经济与技术部可以限制或者禁止位于欧盟，冰岛，列支敦士登，挪威或者瑞士（欧洲经济区“EEA”）之外的个人或者经营实体收购或者参股国内经营主体。前提是：
- 外国投资者在一家德国公司中获得25%或者更多的投票权。
- 收购危害了国家公共秩序或安全（对外贸易和支付条例[“AWV”]55-59节）。如果所收购的国内商业实体涉及到基础设施部门（电信、电力供应、火车、机场或医院），情况尤其如此。
有限公司的成立
有限责任公司（GmbH或UG，见上文）要求最低股本为25000欧元（GmbH）和1欧元（对于“UG”）。GmbH和UG由一个或一个以上的创始股东组成，通过章程并在公证书中任命其总经理。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。
股份有限公司的成立
一个股份有限公司所要求的最低股本（AG）是50000欧元。
股份有限公司由一个或多个创始股东组成，在章程中通过章程，并在公证书中设立监事会（至少有三名成员）。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。
成立代表处
“代表处”的任务仅限于观察市场而非经营业务。在德国商法下，代表处不作为独立部门存在。相反，在德国，一个代表处可为外国公司的一个分支代表处（见下文），或为一个独立承包商/业务提供商（但并非外国公司）的代表处。代表处不需要于商业登记处注册。相反，在当地贸易局（“gewerbeanzeige”）进行一个正式的登记便足够。
成立一个分公司
进行直接销售的另一途径是建立
- 一个自治分公司(„selbständige Zweigniederlassung“)或
- 一个从属分公司(„unselbständige Zweigniederlassung“)
分公司不是独立的实体，而是属于主公司的总部，并受管理总部的相同的组织法的约束。因此分公司的责任取决于总部。
一个自治的分公司进行与总部相同的业务活动（不仅仅是辅助活动）。此外，它具有一定的个人的和事实上的自主权，特别是通过关于自主行政权力、银行账户、资产负债表和商业资产的管理。这样的分公司需注册于
- 当地贸易局（如上文）
- 德国商业注册。其需分公司的详细信息，包括一个在其“母国”的商业登记公证副本及其董事的代表权，再加上公司记录和章程。所有文件应翻译成德语并且公证副本应认证（通常通过一个旁注）。
从属分公司不自主行事，但强烈依赖总部（例如，它以总部的名义开具发票）。
税收程序
在德国经营的外国企业和个人，有两级征税：
- 贸易税适用于德国的所有企业和个人，并按应纳税收益支付。作为地方税，不同市政府的税率不同；
- 所得税取决于业务实体：
- 公司缴纳企业所得税（15%的税率）。股东须缴纳资产收益税和股息税。德国公司的平均税负为30%（企业所得税和贸易税）。
- 合伙企业本身不受所得税的约束，但其合伙人受公司（如企业实体）或个人（如个人）所得税的约束。
- 个人缴纳个人所得税。税率随着收入的增加而增加（最多为45%，收入为250000欧元时），但可以缴纳贸易税来相抵。股息和资产收益适用特别的税率。
对于股息、资产收益、付款利息和许可证费用，需缴纳预扣税（“Kapitalertragssteuer”）。这相当于分配给公司的资产收益的25%（再加上5.5%的“团结附加税”，加入税额）。如果这些税款涉及与企业原籍国签订的双重征税条约，则这些税款可退还。
公司登记
在德国建立公司的要求在公司登记或商业登记处（“handelsregister”）注册。登记由地方法院管理。其向商人和商业公司说明在德国如何经营。其目标是在与这些公司打交道时创造透明度和法律安全（例如了解公司的总经理、其注册席位、创始资本等）。这些均可以通过访问www.handelsregister.de.网站得到。
Brazilian legislation requires every nonresident that holds quotas, capital or shares of a Brazilian company appoints an attorney-in-fact that resides in the country, with powers to receive service of process.
Besides granting the power required by law, foreign partners usually grant other powers to their attorneys-in-fact, in order to facilitate the procedures, since all documents executed abroad must be notarized and Apostilled, and once they arrive in Brazil they must be translated by a sworn translator and registered before the Public Registry of Titles and Documents, in order to be valid in Brazil, which is time and money consuming.
Also, all foreign companies holding quotas, capital or shares of the Brazilian company, need a Taxpayer number, called CNPJ. The taxpayer number is not for tax payment purposes, but for controlling purposes only. The foreign partners / holder need to grant a power of attorney for their enrollment at CNPJ, and representation before the Federal Revenue in all matters.
By the time the company is incorporated the Power of Attorney granting the above-mentioned mandatory powers must be presented before the Board of Trade.
Moreover, all Foreign Direct Investment must be registered at the Central Bank of Brazil. This means that every time the foreign shareholder/partner transfers money to the Brazilian company as investment, the respective exchange agreement must be registered at the Central Bank. Such registration is done electronically.
The main effects of such registration are the possibility of remitting dividends and of repatriating the capital invested.
In view of the above, the documents to be presented at the incorporation of a company in Brazil are:
- Power of Attorney granting to a Brazilian resident powers to accept service of process, for enrollment at CNPJ and representation before the Federal Revenue;
- In case the foreign partners/shareholders/holder are/is a natural person, a copy of his/her passport;
- In case the foreign partners/shareholders/holder are/is a legal entity:
– Copy of the passport of the legal representative of the foreign partners/shareholders/holder; and
– Updated Certificate issued by the Board of Trade of the foreign partners/shareholders/holder’s head offices attesting: (a) its existence and good standing, and (b) its legal representatives for the purposes of evidencing that the company was duly represented in the Power of Attorney granted. This document (or a separate one issued by a public authority) must also contain the head offices address, name of shareholders, capital and objectives.
Note that all documents need to be duly notarized and apostilled. Once they arrive in Brazil, they will undergo sworn translation and will be registered at the Public Registry Office in order to be valid.
We would like to point out that the Federal Revenue and commercial banks have increasingly been requesting a series of complementary documents for compliance reasons, so that the final beneficiaries (natural person) of each foreign company holding quotas, capital or shares of Brazilian entities may be identified.
At the chosen bank’s own discretion, other documents may be necessary, as balance sheets, statements and corporate documentation until the end controller (natural person) is identified. These documents must be presented for the opening of a bank account, and banks have been taking quite some time to open the account.
The purpose of this brief essay is to give an overview of company types according to Hungarian law, along with some relevant legal standards that define their operation.
A member of the European Union since 1 May 2004, Hungary is a country in rapid growth and, as such, an attractive destination for prospective investors that wish to set up a local enterprise.
What kind of business associations can be established?
Hungarian Civil Code regulates the foundation, organization and operation of business associations with a registered seat in Hungary.
The Hungarian law complies with EU legislation and allows for foreign nationals to establish business associations in Hungary under the same terms and conditions as Hungarian citizens.
- General Partnership (Hungarian: “Közkereseti társaság”)
Members of the partnership shall undertake to jointly engage in business operations with unlimited, joint and several liability, and to make available the capital contribution necessary for the activities of the partnership.
- Limited Partnership (Hungarian: “Betéti társaság”)
Members of the partnership shall undertake to jointly engage in business operations, and the liability of at least one member (general partner) for the obligations of the partnership shall be unlimited. If there is more than one general partner, all general partners shall be jointly and severally liable. At least one other member (limited partner) shall only be obliged to provide the capital contribution undertaken in the Memorandum of Association, and, with the exceptions set out in the Hungarian Civil Code, shall not be liable for the obligations of the partnership.
- Limited Liability Company (Hungarian: “Korlátolt felelősségű társaság”)
This is a business association founded with an initial capital (so-called subscribed capital) consisting of capital contributions of a pre-determined amount, where the liability of members to the company is limited to the provision of the contribution to the initial capital, and possibly to other contributions established in the partnership agreement. This is the most common company form in Hungary. The minimum subscribed capital required to start a company has been recently raised to HUF 3,000,000 (approximately € 10,000).
- Limited (Joint-Stock) Company (Hungarian: “Részvénytársaság”)
Limited companies are business associations founded with a share capital (subscribed capital) consisting of shares of pre-determined face value, and the obligation of members (shareholders) to the company is limited to the provision of the face value or issue price of shares.
Private and public limited companies are usually founded for larger investments in terms of invested capital. The minimum subscribed capital of a private limited company (“Zrt”) is HUF 5,000,000 (approximately € 15,000), while a public limited company (“Nyrt”) requires a capital of at least HUF 20,000,000 (approximately € 60,000). Privately held companies (“Zrt”) operate similarly to public limited companies but their shares cannot be listed on the stock exchange and specific provisions apply to the sale and purchase of shares.
Pursuant to the law, nonprofit business associations can also be set up.
What is the procedure for founding a business association?
A business association can be founded by both Hungarian and foreign citizens.
The first step is signing a Memorandum of Association, which is usually drafted and countersigned by a legal practitioner or notary. The format of this document varies depending on the kind of business association established.
Since 16 March 2017, there is no administrative fee for founding an association, with the exception of privately held companies (“Zrt”), for which it amounts to HUF 50,000 (approximately € 150).
The next step is requesting the inclusion of the company in the Register of Companies, which, according to Hungarian law, shall be carried out by a lawyer.
The following documents shall be submitted with the registration request: Memorandum of Association; acceptance of mandates (executive officers, members of the supervisory board, and auditor); statement by the executive officer or certificate from the financial institution about the payment of initial contributions; special power of attorney granted to the legal representative; certificate of payment of the necessary expenses.
The registration request shall be submitted to the County Court within thirty (30) days from the foundation of the business association. Foundation of certain types of businesses may require prior authorization by relevant authorities (e.g. foundation permit in the banking sector). In that case, the request of registration shall be issued within fifteen (15) days from receipt of the foundation permit.
The Court has eight (8) days to review and approve the request and the attached documents. Within the framework of the Hungarian Civil Code and other legal regulations, members (shareholders) may freely establish the contents of the articles of association, according to their own personal and economic needs.
Once the registration is completed, the association will be listed in the Register of Companies and published in the Official Company Gazette (Hungarian: “Cégközlöny”).
What is the corporate tax rate in Hungary?
As of 1 January 2017, the Hungarian government cut the corporate tax rate to 9%, and now Hungary has the lowest level of corporate taxes in Europe, which gives the country a competitive edge to attract foreign direct investment to the country.
The author of this article is Balint Halmos.
愿意在伊朗经营的外国公司有两个主要选择。他们可以在伊朗注册公司，也可以为自己的公司设立分公司或代表处。每个选项都有一系列的特权。
由于最近在伊朗成立公司的法律和惯例的改变，在伊朗设立100%外资公司并不需要伊朗的合伙人是有可能的。根据《伊朗商事登记法》第一条，“任何在伊朗成立的公司都是伊朗公司”，无论合伙人的国籍如何。因此，作为伊朗公司，由外国人组成的公司可以获得一般伊朗公司的所有奖励、设施和可能性。例如，对于外国国民，在伊朗成立一家公司的一个重要优点是它能使公司拥有不动产。事实上，根据伊朗的不动产所有权法，外国人在法律上没有资格拥有任何土地。然而，在伊朗法人实体中成为合伙人的外国人可以以公司名义购买并拥有房地产。只要不违背国家的法律法规，这些公司也可以在任何时候租用不动产。伊朗最受欢迎的两种公司类型是有限责任公司和股份有限公司。
有限责任公司是在两个或两个以上自然人之间以贸易为目的而设立的公司，不将资本划分为股份。在这种公司类型中，每个合伙人的责任严格限制在他们所投资的资本上。该公司的名称不应包含任何合伙人的姓名，否则合伙人将有相对于第三方的无限责任。这种公司类型的合伙人人数最少是两个人，这与股份有限公司不同。
另一种在伊朗运营的非常普遍的公司类型是股份有限公司。这种公司类型的特点是将资本划分成股份。股份有限公司分为公有股份和私有股份。区别在于公有股份有限公司公开发行股票的可能性。私人股份有限公司的最低股东人数为三人，而公有股份公司至少需要五名股东，这些股东应至少提供总资本的五分之一。
除了成立伊朗公司外，外国实体还可以在伊朗注册分公司或代表处。为了允许外国公司通过分公司或代表处在伊朗工作，这些公司需要在其原籍国得到法律承认。
一项单一条款法于1997在伊朗议会通过，允许在外国司法管辖区合法注册的公司在伊朗注册分公司/代表处。这样的分公司/代表处可从事下列活动：
- 提供海外产品/服务的售后服务。
- 订立伊朗和外国公司签订的经营合同。
- 开展调查，为伊朗外商投资提供必要条件。
- 与伊朗技术/工程公司合作，在其他国家开展项目。
- 增加伊朗的非石油出口。
- 提供技术/工程服务和技术转让。
- 从事伊朗法律主管机关授权的活动，如运输、保险、货物检验、银行、市场营销等。
一个分公司或代表处的管理需要由居住在伊朗的一个或多个自然人完成。分公司是外国公司的当地单位，直接负责外国公司在当地开展的活动。分公司应以公司名义和责任行事。相反，代表处可以是自然人，也可以是法人，应当以自己的名义和责任行事。
想要在伊朗注册分公司的外国公司，需要向登记和工业产权办公室提交公司的一些有关申请的文件。
至于代表处，必须介绍一名伊朗法律或自然人作为代表。每个公司都允许在伊朗注册一个官方代表处。除代理协议外，该代表将在伊朗履行部分外国公司的职责。代表应将申请书附上的经核证的翻译和原始文件提交公司登记处和工业产权局。
不允许进行交易的代表处和分支机构，专门为母公司进行市场调查，并从母公司收取费用以支付其费用，向母公司收取的付款无需交税。
写信给 Nicola
Foreign investments in Argentina – Sociedades Anónimas (“SA”)
2017年3月14日
-
阿根廷
- 公司法
- 投资
Directive (EU) 2017/1132 “relating to certain aspects of company law”, entered into force on July 20, 2017, lays the foundations for a fully harmonized European company law. The European Parliament and the Council intend to create the conditions to effectively promote the fulfillment of the freedom of establishment and of the freedom to conduct business as set out by the Treaty on the Functioning of the European Union (TFEU) and the Charter of Nice. This process of consolidation has started in 2012 by the Action Plan, which was the fruit of the public consultation on the European company law and corporate governance aiming at “a modern legal framework for more engaged shareholders and sustainable companies”.
The Directive operates in two directions: on one hand, it aims at streamlining the existing legislations consolidating – and repealing – six previous Directives on European company law:
– Directive n. 82/891/EEC concerning the division of public limited liability companies;
– Directive n. 89/666/EEC concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State;
– Directive n. 2005/56/EC on cross-border mergers of limited liability companies;
– Directive n. 2009/101/EC on coordination of safeguards which, for the protection of the interests of members and third parties, are required by Member States of companies within the meaning of the second paragraph of Article 48 of the Treaty, with a view to making such safeguards equivalent,
– Directive n. 2011/35/EU concerning mergers of public limited liability companies and
– Directive n. 2012/30/EU on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty on the Functioning of the European Union, in respect of the incorporation of limited liability companies and the maintenance and alteration of their share capital.
The Annex IV includes a correlation table linking the articles of the consolidated Directives with the new one.
New rules are directed in particular to coordinate safeguards and guarantees that must be provided – as well as the information that must be disclosed – to shareholders and third parties in order to the make them equivalent throughout the Union. As matter of fact, the recitals of the Directive emphasise the need for specific harmonised safeguards to be in place, especially with respect to limited liability companies, notably because of their frequent cross-border business and their predominant feature in the economy of the Member States, more dynamic over last decades.
To date, due to the lack of a uniform discipline, there are indeed 28 different national company laws, which address domestic companies as well as foreign entities operating in another Member State to the detriment – indirectly of course – of freedom of establishment for companies, which, according to art. 54.1 of the TFEU, are to “be treated in the same way as natural persons who are nationals of Member States”.
The Directive consists of 168 articles, four Annexes and three titles that encompass different themes: from the incorporation of public limited liability companies, to companies’ representation, companies registers, branches of companies based in a Member State although govern by the law of another, capital requirements and even mergers (domestic and cross-border) or divisions of companies.
In more detail, the main innovations introduced by the Directive concern:
The incorporation of public limited companies, where the articles of incorporation and the articles of association shall be drawn up and certified in due legal form in all Member States whose laws do not provide for pre-emptive administrative or judicial control at the time the company is actually incorporated.
The implementation of a central companies register – resulting from the interconnection of the existing national registers – that enables users to access from a single web portal.
Capital requirements for public limited liability companies, which shall be not less than euro 25,000.00. The Commission will regularly examine the economic and monetary trends and, as the case may be, revise this requirement accordingly with a view to devoting this type of company to medium-sized/large undertakings.
Acts of the organs of the company, which shall be binding regardless of the validity of the appointment of the person serving in the organ itself and despite the fact that the acts actually carried out exceed the company’s corporate scope (on this issue, Member States may provide otherwise: for example providing that he company shall not be bound where such acts are outside the objects of the company, if it proves that the third party knew that the act was exceeding those objects or could not in view of the circumstances have been unaware of it, bearing in mind that the pre-emptive disclosure of this information will not suffice as it will always be necessary an assessment on case by case basis.
Disclosure requirements concerning branches of companies set up in another Member State’s territory. These branches will be subject to disclose information to the national register (which, in the meantime, will have become interconnected Europe-wide) in order to offer the public reliable and certain corporate information and data. In particular branches shall disclose information relating to the activity they carry out; the name and legal form of the company and the name of the branch, whenever they differ with one another; the relevant accounting documents along with the identity of the subjects authorized to represent the company in legal proceedings and deal with third parties (it will also be necessary to specify whether they have to operate jointly or not). Likewise, it will be necessary to disclose the information regarding the bankruptcy/winding-up procedures the company may go through along with the identity and the powers of the receiver or, in any case, the person in charge of the winding-up procedure/bankruptcy procedure.
Mergers and companies divisions that will have to be carried out taking into account the safeguards provided by the Directive 2001/23/EC to protect the workers of the companies involved. In this case, the Directive provides a discipline that, similarly to the companies’ incorporation procedure, requires that the document regulating the merger (deeds, contracts depending on the national rules on this matter) shall be drawn up and certified in due legal form whenever the laws of the Member State do not proved for judicial or administrative pre-emptive supervision as to the lawfulness of the whole operation. The same rule shall apply in the event the national laws required that the merger project is approved by the general shareholders meeting of the company.
In the end, if the Directive will have a partial impact on the development a uniform European company law, it is worth noticing that this consolidation project has excluded the harmonization of several further EU Directives concerning the Company Law. As far as the Italian Law it can be said as it is almost entirely compliant already with the Directive excluding those rule on capital requirement (in Italy nowadays the minimum share capital of società per azioni is fixed in 50 thousand euro) and the implementation of the European companies register and the company’s representation rules.. As it does not introduce any new provision, there is no date for the Member States to transpose it at a national level, however, the Annex III remarks the time limit to incorporate the abolished Directives into the domestic legal systems.
As clearly set forth by the Directive “this Directive is not aimed at establishing any centralised registers database storing substantive information about companies. At the stage of implementation of the system of interconnection of central, commercial and companies registers (‘the system of interconnection of registers’), only the set of data necessary for the correct functioning of the platform should be defined”. Surely, the leading aim of the Directive is to improve the certainty of the disclosure and the cross-border access to company and its brunches information, this purpose is very challenging considering the national system of the company registers which are quite fragmented at a local level.
The author of this post is Milena Prisco.
我们很高兴与您分享这个视频来介绍legalmondo，第一个从线上到线下的国际律师平台，
让您可以在全世界范围内寻找您需要的律师，获得联系，一起合作，无缝接轨。
http://vimeo.com/238036667
The limited liability company (“Limitada”) is the most common form of corporate organization in Brazil, being largely adopted in view of advantages. A Limitada must have at least two partners (quotaholders), natural persons or legal entities that do not need to be Brazilian or Brazilian residents.
As a consequence of such requirement, many companies adopting the limited liability form would have a second partner holding as little as one quota simply to comply with the legal requirement. In many cases, the second partner would have no interference in the business but undertakes a liability that is not under his/her/its control.
Also, the need of the second partner would imply in extra costs with documentation and bureaucratic measures, not to mention extra accounting requirements when such second partner is a legal entity.
In 2011 a new legislation was passed modifying the Brazilian Civil Code and included a new corporate form, the Limited Liability Individual Company, known as EIRELI. However, the EIRELI could not be incorporated with a legal entity as its holder, but would only be applicable to natural persons, whether Brazilians or Brazilian residents.
Finally, in May 2017, the Brazilian Civil Code was modified once again in order to allow legal entities, whether domiciled in Brazil or not, to be the sole holders of an EIRELI. However, a holder of an EIRELI can only hold a single company incorporated as an EIRELI.
A Limitada or an EIRELI are advantageous as they (i) are subject to fewer disclosure requirements as opposed to a corporation; (ii) have a simpler and less expensive organization; and (iii) corporate decisions can be taken easier and quicker.
This Article intends to present the basic organization of a Limitada and of an EIRELI, as follows:
Partners, Quotas and Capital
A Limitada must have at least two partners, natural persons or legal entities that do not need to be Brazilian or Brazilian residents. An EIRELI may have only one holder, natural person or legal entity that do not need to be Brazilian or Brazilian resident.
Each of the foreign partners or the holder, in case of EIRELI, shall name a legal representative, who lives in Brazil, with minimum powers to accept service of process and for representation before the Federal Revenue for obtaining a taxpayer number (for controlling purposes only).
There is no minimum quota capital requirement for most cases, unless a permanent visa is required or if an import license is needed (the amount of the company’s capital influences the authorized amounts for imports and exports). The Brazilian company may be financed either by the direct investment (capital) or by loans to be granted by the partners. In case of loans, thin-capitalization rules apply.
The ownership of the Limitada quotas or of the EIRELI is reflected in the company’s Articles of Association, since no certificates to that effect are issued.
The quotas of a Limitada can only be transferred by a specific amendment to the Articles of Association and must be subscribed at the time the company is established. The EIRELI’s capital may or may not be divided into quotas.
The company’s capital does not have to be paid up upon incorporation; it may be paid up within a certain period of time (i.e., two years), in Brazilian currency or goods.
Company’s name, objectives and address
The Limitada’s name has to include some words that indicate what the company’s objectives are. The names should be followed by the objectives (if more than one just the main objective) and by the specific area of the market. The EIRELI does not have to follow those requirements.
The company objectives and address must be included in the Articles of Association.
Administration
The administration structure of the Limitada and of the EIRELI must be determined in the Articles Association. In addition, in the Articles of Association, or in a separate document for the Limitada, at least one administrator (general manager) has to be nominated. The partners of the Limitada or the holder of the EIRELI are(is) free to appoint one or several of them to administer the company, as well as third parties.
The administrator has to be a Brazilian resident, meaning either a Brazilian or an expatriate bearing a permanent visa.
Partners Resolutions
Most of the partners’ resolutions in a Limitada may be taken by majority of the capital or by any higher quorum agreed upon by the partners.
Resolutions of the partners altering the Articles of Association or deciding on acquisition, merger, dissolution, and cessation of the liquidation status must be taken by three quarters of the company’s capital. A few other resolutions as the election of the administrators when the capital is not fully paid up must be taken by the totality of the company’s capital.
As the EIRELI has one single holder, all decisions are taken by the holder.
Liability of Partners and of Holder
The liability of the partners of the Limitada and of the EIRELI’s holder is limited to their respective participations in the company’s capital, except when the company’s capital is not fully paid-up. In this case, the partners are liable, with their personal assets, for the total amount of the company’s capital. Please note that in certain cases of disregard of the corporate veil, activities against the law and acts performed without proper authority, the partners or the holder may be unlimitedly responsible, especially in tax, labor and environment areas. In case of non-payment of taxes the administrator may be held co-responsible.
In this clip I briefly introduce the main options to consider when doing business in Iran.
You can read more on this topic in my articles An introduction to Iran Corporations and Obtaining a Foreign Investment License and browse Legalmondo’s blog for some other posts on doing business in the region.
公司种类
根据德国法律，有几种类型的公司可供选择。然而，最适合在德国经商的经营主体类型是：
- 有限责任公司(“GmbH” and “UG”);
- 股份有限公司(“AG”);
- 有限合伙公司(“KG”).
选择的标准是责任、税收、融资、个人参与和控制以及灵活性。对于较大的公司，有限责任公司（“GmbH”）或股份有限公司(“AG”)通常最合适。他们的股东责任仅限于各自的股份。最低股本在50000欧元(股份有限公司AG)、25000欧元（有限责任公司GmbH）和1欧元（有限责任公司的子公司UG）之间变化。有限责任公司（“GmbH”）及其子公司（“UG”）的股份转让通常须经其他股东批准和公证，而股份有限公司的股份可自由转让。然而，有限责任公司（GmbH）是一个比起股份有限公司（AG）更加灵活和程序要求不高的主体类型。有限责任公司（GmbH）, 有限责任公司子公司（UG）, 和股份有限公司 （AG）是由一个或多个创始股东组成的公司，通过章程并任命其总经理，比如在股份有限公司（AG）中，在公证书中设立监事会（至少有三名成员）。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。由于税收原因，合伙公司往往更受青睐，尤其是有限合伙公司（KG），因为有限责任的原因，通常与作为普通合伙人的公司合并(“有限责任公司GmbH 与有限合伙公司 KG” 或者 “股份有限公司AG 和 Co. 有限合伙公司KG”)。其需要至少两位合伙人。
所依据的法律：
外国企业一般与国内企业受相同的法律规范。例外的是，德国国家经济与技术部可以限制或者禁止位于欧盟，冰岛，列支敦士登，挪威或者瑞士（欧洲经济区“EEA”）之外的个人或者经营实体收购或者参股国内经营主体。前提是：
- 外国投资者在一家德国公司中获得25%或者更多的投票权。
- 收购危害了国家公共秩序或安全（对外贸易和支付条例[“AWV”]55-59节）。如果所收购的国内商业实体涉及到基础设施部门（电信、电力供应、火车、机场或医院），情况尤其如此。
有限公司的成立
有限责任公司（GmbH或UG，见上文）要求最低股本为25000欧元（GmbH）和1欧元（对于“UG”）。GmbH和UG由一个或一个以上的创始股东组成，通过章程并在公证书中任命其总经理。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。
股份有限公司的成立
一个股份有限公司所要求的最低股本（AG）是50000欧元。
股份有限公司由一个或多个创始股东组成，在章程中通过章程，并在公证书中设立监事会（至少有三名成员）。他们在商业登记处登记后存在。或者，供应商可以收购一家现存的、不活跃的空头公司，并以此为优势，立即开始经营。
成立代表处
“代表处”的任务仅限于观察市场而非经营业务。在德国商法下，代表处不作为独立部门存在。相反，在德国，一个代表处可为外国公司的一个分支代表处（见下文），或为一个独立承包商/业务提供商（但并非外国公司）的代表处。代表处不需要于商业登记处注册。相反，在当地贸易局（“gewerbeanzeige”）进行一个正式的登记便足够。
成立一个分公司
进行直接销售的另一途径是建立
- 一个自治分公司(„selbständige Zweigniederlassung“)或
- 一个从属分公司(„unselbständige Zweigniederlassung“)
分公司不是独立的实体，而是属于主公司的总部，并受管理总部的相同的组织法的约束。因此分公司的责任取决于总部。
一个自治的分公司进行与总部相同的业务活动（不仅仅是辅助活动）。此外，它具有一定的个人的和事实上的自主权，特别是通过关于自主行政权力、银行账户、资产负债表和商业资产的管理。这样的分公司需注册于
- 当地贸易局（如上文）
- 德国商业注册。其需分公司的详细信息，包括一个在其“母国”的商业登记公证副本及其董事的代表权，再加上公司记录和章程。所有文件应翻译成德语并且公证副本应认证（通常通过一个旁注）。
从属分公司不自主行事，但强烈依赖总部（例如，它以总部的名义开具发票）。
税收程序
在德国经营的外国企业和个人，有两级征税：
- 贸易税适用于德国的所有企业和个人，并按应纳税收益支付。作为地方税，不同市政府的税率不同；
- 所得税取决于业务实体：
- 公司缴纳企业所得税（15%的税率）。股东须缴纳资产收益税和股息税。德国公司的平均税负为30%（企业所得税和贸易税）。
- 合伙企业本身不受所得税的约束，但其合伙人受公司（如企业实体）或个人（如个人）所得税的约束。
- 个人缴纳个人所得税。税率随着收入的增加而增加（最多为45%，收入为250000欧元时），但可以缴纳贸易税来相抵。股息和资产收益适用特别的税率。
对于股息、资产收益、付款利息和许可证费用，需缴纳预扣税（“Kapitalertragssteuer”）。这相当于分配给公司的资产收益的25%（再加上5.5%的“团结附加税”，加入税额）。如果这些税款涉及与企业原籍国签订的双重征税条约，则这些税款可退还。
公司登记
在德国建立公司的要求在公司登记或商业登记处（“handelsregister”）注册。登记由地方法院管理。其向商人和商业公司说明在德国如何经营。其目标是在与这些公司打交道时创造透明度和法律安全（例如了解公司的总经理、其注册席位、创始资本等）。这些均可以通过访问www.handelsregister.de.网站得到。
Brazilian legislation requires every nonresident that holds quotas, capital or shares of a Brazilian company appoints an attorney-in-fact that resides in the country, with powers to receive service of process.
Besides granting the power required by law, foreign partners usually grant other powers to their attorneys-in-fact, in order to facilitate the procedures, since all documents executed abroad must be notarized and Apostilled, and once they arrive in Brazil they must be translated by a sworn translator and registered before the Public Registry of Titles and Documents, in order to be valid in Brazil, which is time and money consuming.
Also, all foreign companies holding quotas, capital or shares of the Brazilian company, need a Taxpayer number, called CNPJ. The taxpayer number is not for tax payment purposes, but for controlling purposes only. The foreign partners / holder need to grant a power of attorney for their enrollment at CNPJ, and representation before the Federal Revenue in all matters.
By the time the company is incorporated the Power of Attorney granting the above-mentioned mandatory powers must be presented before the Board of Trade.
Moreover, all Foreign Direct Investment must be registered at the Central Bank of Brazil. This means that every time the foreign shareholder/partner transfers money to the Brazilian company as investment, the respective exchange agreement must be registered at the Central Bank. Such registration is done electronically.
The main effects of such registration are the possibility of remitting dividends and of repatriating the capital invested.
In view of the above, the documents to be presented at the incorporation of a company in Brazil are:
- Power of Attorney granting to a Brazilian resident powers to accept service of process, for enrollment at CNPJ and representation before the Federal Revenue;
- In case the foreign partners/shareholders/holder are/is a natural person, a copy of his/her passport;
- In case the foreign partners/shareholders/holder are/is a legal entity:
– Copy of the passport of the legal representative of the foreign partners/shareholders/holder; and
– Updated Certificate issued by the Board of Trade of the foreign partners/shareholders/holder’s head offices attesting: (a) its existence and good standing, and (b) its legal representatives for the purposes of evidencing that the company was duly represented in the Power of Attorney granted. This document (or a separate one issued by a public authority) must also contain the head offices address, name of shareholders, capital and objectives.
Note that all documents need to be duly notarized and apostilled. Once they arrive in Brazil, they will undergo sworn translation and will be registered at the Public Registry Office in order to be valid.
We would like to point out that the Federal Revenue and commercial banks have increasingly been requesting a series of complementary documents for compliance reasons, so that the final beneficiaries (natural person) of each foreign company holding quotas, capital or shares of Brazilian entities may be identified.
At the chosen bank’s own discretion, other documents may be necessary, as balance sheets, statements and corporate documentation until the end controller (natural person) is identified. These documents must be presented for the opening of a bank account, and banks have been taking quite some time to open the account.
The purpose of this brief essay is to give an overview of company types according to Hungarian law, along with some relevant legal standards that define their operation.
A member of the European Union since 1 May 2004, Hungary is a country in rapid growth and, as such, an attractive destination for prospective investors that wish to set up a local enterprise.
What kind of business associations can be established?
Hungarian Civil Code regulates the foundation, organization and operation of business associations with a registered seat in Hungary.
The Hungarian law complies with EU legislation and allows for foreign nationals to establish business associations in Hungary under the same terms and conditions as Hungarian citizens.
- General Partnership (Hungarian: “Közkereseti társaság”)
Members of the partnership shall undertake to jointly engage in business operations with unlimited, joint and several liability, and to make available the capital contribution necessary for the activities of the partnership.
- Limited Partnership (Hungarian: “Betéti társaság”)
Members of the partnership shall undertake to jointly engage in business operations, and the liability of at least one member (general partner) for the obligations of the partnership shall be unlimited. If there is more than one general partner, all general partners shall be jointly and severally liable. At least one other member (limited partner) shall only be obliged to provide the capital contribution undertaken in the Memorandum of Association, and, with the exceptions set out in the Hungarian Civil Code, shall not be liable for the obligations of the partnership.
- Limited Liability Company (Hungarian: “Korlátolt felelősségű társaság”)
This is a business association founded with an initial capital (so-called subscribed capital) consisting of capital contributions of a pre-determined amount, where the liability of members to the company is limited to the provision of the contribution to the initial capital, and possibly to other contributions established in the partnership agreement. This is the most common company form in Hungary. The minimum subscribed capital required to start a company has been recently raised to HUF 3,000,000 (approximately € 10,000).
- Limited (Joint-Stock) Company (Hungarian: “Részvénytársaság”)
Limited companies are business associations founded with a share capital (subscribed capital) consisting of shares of pre-determined face value, and the obligation of members (shareholders) to the company is limited to the provision of the face value or issue price of shares.
Private and public limited companies are usually founded for larger investments in terms of invested capital. The minimum subscribed capital of a private limited company (“Zrt”) is HUF 5,000,000 (approximately € 15,000), while a public limited company (“Nyrt”) requires a capital of at least HUF 20,000,000 (approximately € 60,000). Privately held companies (“Zrt”) operate similarly to public limited companies but their shares cannot be listed on the stock exchange and specific provisions apply to the sale and purchase of shares.
Pursuant to the law, nonprofit business associations can also be set up.
What is the procedure for founding a business association?
A business association can be founded by both Hungarian and foreign citizens.
The first step is signing a Memorandum of Association, which is usually drafted and countersigned by a legal practitioner or notary. The format of this document varies depending on the kind of business association established.
Since 16 March 2017, there is no administrative fee for founding an association, with the exception of privately held companies (“Zrt”), for which it amounts to HUF 50,000 (approximately € 150).
The next step is requesting the inclusion of the company in the Register of Companies, which, according to Hungarian law, shall be carried out by a lawyer.
The following documents shall be submitted with the registration request: Memorandum of Association; acceptance of mandates (executive officers, members of the supervisory board, and auditor); statement by the executive officer or certificate from the financial institution about the payment of initial contributions; special power of attorney granted to the legal representative; certificate of payment of the necessary expenses.
The registration request shall be submitted to the County Court within thirty (30) days from the foundation of the business association. Foundation of certain types of businesses may require prior authorization by relevant authorities (e.g. foundation permit in the banking sector). In that case, the request of registration shall be issued within fifteen (15) days from receipt of the foundation permit.
The Court has eight (8) days to review and approve the request and the attached documents. Within the framework of the Hungarian Civil Code and other legal regulations, members (shareholders) may freely establish the contents of the articles of association, according to their own personal and economic needs.
Once the registration is completed, the association will be listed in the Register of Companies and published in the Official Company Gazette (Hungarian: “Cégközlöny”).
What is the corporate tax rate in Hungary?
As of 1 January 2017, the Hungarian government cut the corporate tax rate to 9%, and now Hungary has the lowest level of corporate taxes in Europe, which gives the country a competitive edge to attract foreign direct investment to the country.
The author of this article is Balint Halmos.
愿意在伊朗经营的外国公司有两个主要选择。他们可以在伊朗注册公司，也可以为自己的公司设立分公司或代表处。每个选项都有一系列的特权。
由于最近在伊朗成立公司的法律和惯例的改变，在伊朗设立100%外资公司并不需要伊朗的合伙人是有可能的。根据《伊朗商事登记法》第一条，“任何在伊朗成立的公司都是伊朗公司”，无论合伙人的国籍如何。因此，作为伊朗公司，由外国人组成的公司可以获得一般伊朗公司的所有奖励、设施和可能性。例如，对于外国国民，在伊朗成立一家公司的一个重要优点是它能使公司拥有不动产。事实上，根据伊朗的不动产所有权法，外国人在法律上没有资格拥有任何土地。然而，在伊朗法人实体中成为合伙人的外国人可以以公司名义购买并拥有房地产。只要不违背国家的法律法规，这些公司也可以在任何时候租用不动产。伊朗最受欢迎的两种公司类型是有限责任公司和股份有限公司。
有限责任公司是在两个或两个以上自然人之间以贸易为目的而设立的公司，不将资本划分为股份。在这种公司类型中，每个合伙人的责任严格限制在他们所投资的资本上。该公司的名称不应包含任何合伙人的姓名，否则合伙人将有相对于第三方的无限责任。这种公司类型的合伙人人数最少是两个人，这与股份有限公司不同。
另一种在伊朗运营的非常普遍的公司类型是股份有限公司。这种公司类型的特点是将资本划分成股份。股份有限公司分为公有股份和私有股份。区别在于公有股份有限公司公开发行股票的可能性。私人股份有限公司的最低股东人数为三人，而公有股份公司至少需要五名股东，这些股东应至少提供总资本的五分之一。
除了成立伊朗公司外，外国实体还可以在伊朗注册分公司或代表处。为了允许外国公司通过分公司或代表处在伊朗工作，这些公司需要在其原籍国得到法律承认。
一项单一条款法于1997在伊朗议会通过，允许在外国司法管辖区合法注册的公司在伊朗注册分公司/代表处。这样的分公司/代表处可从事下列活动：
- 提供海外产品/服务的售后服务。
- 订立伊朗和外国公司签订的经营合同。
- 开展调查，为伊朗外商投资提供必要条件。
- 与伊朗技术/工程公司合作，在其他国家开展项目。
- 增加伊朗的非石油出口。
- 提供技术/工程服务和技术转让。
- 从事伊朗法律主管机关授权的活动，如运输、保险、货物检验、银行、市场营销等。
一个分公司或代表处的管理需要由居住在伊朗的一个或多个自然人完成。分公司是外国公司的当地单位，直接负责外国公司在当地开展的活动。分公司应以公司名义和责任行事。相反，代表处可以是自然人，也可以是法人，应当以自己的名义和责任行事。
想要在伊朗注册分公司的外国公司，需要向登记和工业产权办公室提交公司的一些有关申请的文件。
至于代表处，必须介绍一名伊朗法律或自然人作为代表。每个公司都允许在伊朗注册一个官方代表处。除代理协议外，该代表将在伊朗履行部分外国公司的职责。代表应将申请书附上的经核证的翻译和原始文件提交公司登记处和工业产权局。
不允许进行交易的代表处和分支机构，专门为母公司进行市场调查，并从母公司收取费用以支付其费用，向母公司收取的付款无需交税。
Tutte le categorie