The Company financial statements in Switzerland

29 3 月 2017

  • 瑞士
  • 公司法

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：

  1. 提供海外产品/服务的售后服务。
  2. 订立伊朗和外国公司签订的经营合同。
  3. 开展调查，为伊朗外商投资提供必要条件。
  4. 与伊朗技术/工程公司合作，在其他国家开展项目。
  5. 增加伊朗的非石油出口。
  6. 提供技术/工程服务和技术转让。
  7. 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 economy of a country is usually supported and boosted by the Government. In Lebanon, instead, the Central Bank or Banque du Liban (BdL) has taken on the role for years now, due to the long governmental inactivity and the political impasse. The recent formation of a national unity government – after the longest presidential vacancy in the country’s history  – generated hope worldwide towards a new start for the country to get back on track both at the local and the international level. Nonetheless, BdL still plays an important role, providing critical support to the real economy, as well as acting as a backstop to the financial sector.

BdL acts according to the provisions of the Code of Money and Credit that includes, among other duties, “safeguarding economic stability” and “developing the monetary and financial market”. Over the past years, consecutive packages of subsidized loans for the private sector were issued, helping to support demand. Those actions were put in place amending the basic Decision no. 6116 of March 7, 1996 regarding “Facilities that may be granted by Banque du Liban to Banks and Financial Institutions”.

As the World Bank highlighted in the report “Lebanon Economic Monitor Fall 2016”, BdL’s stimulus packages and other initiatives, in conjunction with the contributory role played by Kafalat SAL, the loan guarantee financial company, have provided significant support to the real sector, by means of subsidizing interest payments of SME borrowers, extending special guarantees to SMEs, and granting exemptions on compulsory reserves of creditors.

The latest GDP increase would have been lower without BdL’s interventions, which involve largely the tech industry and the knowledge based economy (“KBE”), but also the real estate and tourism sector.

With regard to the tech industry, to support Lebanon’s entrepreneurial ecosystem, in 2013 BdL issued Circular 331 with the dual aim of retaining local talent and attracting the expatriates to setup business in the country. The initial $400 million USD funds gave impulse to develop the technological and digital sector, encouraging the incorporation of Lebanese companies, the operations in the country without a definite time limit.

In 2016, it increased the margin of funds that banks could dedicate to the financing of this sector, by authorizing them to invest, with BdL’s guarantee, up to 4% of their own funds, compared to 3% previously.

Circular 331 has created a lively and high-standard technological environment in Lebanon, where different actors interpret essential roles to contribute to the growth and the innovation of the country.

More than 1500 companies are working in the ICT field (1500 according to the 2016 report issued by the UK Tech Hub), in addition to 8 incubators and accelerators, mentorship and business educational groups, 6 local venture capital firms and others operating in the regions.  It is a matter of time until the spill-over effect contributes to the GDP growth.

With regard to real estate, Circular 427 provides an incentive by allowing banks in Lebanon to offer credit facilities to companies, funds or special vehicles for the purpose of acquiring real estate projects. The loans are subject to certain conditions set up for a) the seller, i.e. specialized real estate companies, b) the properties, and c) the purchase itself. Credit is available up to 60 percent of the value of the purchase with the remaining 40 percent financed by the purchaser from their equity excluding debt.

The main target of the measure is to boost sales of existing new real estate stock that remains unsold. Another important outcome is the enhancement of the dialogue between the actors, creating synergies and a proactive business environment around the real estate sector.

In line with the spirit, in tourism sector the most recent Circular 465 aims to boost real estate projects related to hospitality, as well investments in the tourism like, leisure parks and medical centers, through commercial banks subsidized loans (up to $ 10 million USD) for a prolonged period.

In conclusion, on one hand, it is worth to notice that credit incentives, provided through the banking sector, have played a key role in boosting and supporting the numerous segments of the Lebanese economy. On the other hand, from a regulatory perspective, critical reforms are needed to put the country back on the right track. The Government and the Parliament are working towards this direction: new upcoming projects, new laws to approve and enact, and opportunities to invest in many other sectors, like telecommunication services, electricity and water distribution, and waste management.

The author of this post is Claudia Caluori.

为了在阿根廷开展商业,外国投资者可以在阿根廷公司法（“ACL”）提供的一种类型– 子公司 –下合并一家公司，或者可以设立公司分支机构并任命一名代表。外国投资者通常选择在公司类型中设立子公司（Sociedades Anónimas “SA”）或有限责任公司（Sociedades de Responsabilidad Limitada “SRL”）。两种情况下，外国投资者的责任仅限于投资在子公司中的股票资金。第一篇文章将总结SRL的主要特点。

外国投资者不喜欢分支机构，因为（不像公司和有限责任公司）分支机构不享有有限责任。分支机构不被视为与其母公司分离的实体，因此，由分支机构执行的所有这些行为都被认为是母公司本身直接执行的。这意味着外国实体对其分支机构所进行的所有交易负有全部责任。两个法律结构（附属机构和分支机构）都要求外国投资者在阿根廷的公共商业登记处登记。

阿根廷有限责任公司的主要特点: 有限责任公司（SRL）

登记和法律：在有限责任公司中不超过50名配额持有者被允许

资本有限责任公司：设立有限责任公司不需要最低资本。就公司而言，公司资本必须适合公司宗旨的发展，商业登记处可以要求公司确定高于合伙人决定的数额。至少有25%的资本必须在形成时支付，其余75%必须在该期限内两年内支付。

SRL责任承担：配额持有人的责任仅限于所投资的资本额。对这一规则的唯一限制是“揭开公司面纱”原则的适用，适用于公司组织或有欺诈目的的使用，滥用权利去组织独立法人。

法律文书和SRL记录: 只有一本管理者和配额持有者会议的文书是必需的。

管理SRL：由被无限期任命的经理管理。管理者不一定是配额持有者，而且大多数人必须居住在阿根廷。管理者享有与公司董事相同的权利和义务。

监理SRL：一个理事的任命是可选的,除非资本超过10,000,000美元，在这种情况下，一个或一个以上的理事必须任命。

SRL的配额持有人会议：公司决议由公司法中规定的合伙人决议通过。每年至少召集一次普通定额持有人会议，基本内容为审议财务报表、经理报告、利润分配和任命管理人员和法定审计人员。根据法律修正案，如果一个单独的合伙人代表多数票，则需要其他合伙人的表决。

SRL的财务报表、资产负债表和会计科目：年度财务报表必须提交配额持有人会议审议。只有在资本超过10000000美元的情况下，必须向商业登记处提交同样的申请。

这篇文章的作者是Tomás García Navarro。

有限责任公司——在意大利中指：“Società a Responsabilità Limitata”或“S.R.L”——可能是最受欢迎的意大利公司的形式，原因如下：

  1. a) 公司资本数额不是强制性的；
  2. b) 顾名思义，配额持有者的责任仅限于配额认购资本；
  3. c) 其为“低成本”和易处理的公司。

请注意一个有限责任公司是不能发行股票的。事实上，参与到资本的是以“无形的”配额作为代表。此为一个有限责任公司的成员被称为“配额持有者”的原因。

在其他国家类似的公司为：在美国被称为L.L.C.；在英国被称为L.T.C；在德国被称为G.m.b.H.；在法国被称为S.a.r.l.；在西班牙被称为S.L.

                          

信息说明

  • 公司名称 – Società a responsabilità limitata – S.R.L. (有限责任公司)
  • 最低注册资本 – 10000欧元（只有2500欧元，必须在公司支付）, 当资本低于10000欧元时，最低公司资本可低至1欧元并适用特殊的规则和限制
  • 配额持有人最低数量 – 一个
  • 配额持有人最多数量 – 没有限制
  • 配额持有人的国籍 – 没有限制（在一些罕见的例外情况下，必须在具体问题具体分析的基础上核查）
  • 主管的国籍 – 没有限制（在一些罕见的例外情况下，必须在具体问题具体分析的基础上核查）
  • 有限责任 -是
  • 审计 – 不经常需要

 

成立一个有限责任公司（最低公司资本有10000欧元），需要下列信息与文件。

a) 新公司的名称

b) 注册办事处

一个有限责任公司必须在意大利拥有一个注册办事处（一些法律或者会计事务所提供这样一种“虚拟办事处”）

c) 公司认购资本额和实缴资本额

成立一个有限责任公司，首先配额持有人的银行账户中应持有相当于公司认购资本金的25%的金额。

如果董事要求，未付资本金应在30天内支付。

公司资本金的支付可由以下替代：

  • 一份保险单或者银行担保（有一定要求）;
  • 实物出资。然而，在这种情况下，法律规定需独立的专家评估和其他手续。

d) 配额持有人的姓名和详细资料

请注意在单独配额持有人的情况下适用的特殊规则和限制。

比如，公司资本应当全部认购，公司的所有文件和记录都应指出公司资本属于唯一配额持有者。否则，唯一配额持有人将与公司承担连带债务责任。

e) 首席董事的姓名和个人信息

首席单独董事或首席董事在公司章程中被任命。

单独董事或者董事们也可不是意大利人但他们应拥有一个意大利财政标识号(“codice fiscal”),其可从任何地方税务局(“Agenzia delle Entrate”)获得。

f) 首席法定审计员的姓名和个人信息，根据意大利法律必要时需提供

g) 年度财政结束日期

h) 公司的期限

下列公司章程和细则应以公证书形式订立：

a) 一份非常标准的包括公司章程的合同，包括了法律上规定的建立一个有限责任公司的所需的所有信息。

b) 公司细则包含了公司管理规则。

公司细则可以通过配额所有人会议的决议来进行修改。

为免配额持有人是一家公司，需要一些额外的文件（例如，由股东会议通过的决议）被翻译成意大利语（被认证的翻译），公证以及认证或者合法化，视情况而定。

公司成立后，应在20日内在意大利公司登记处提交公司章程和细则的副本。在此之前，任何代表公司行事的人都将承担个人责任。

 

此简介只包含了有关于有限责任公司的基本信息。如果您有任何问题，请随时与我联系。

This post aims to examine schematically the three most common ways of enter in the market of Slovakia: Limited Liability Companies, a Joint Stock Companies, and Branch Offices.

Limited Liability Company

Minimum registered capital

EUR 5,000 (in case of a sole shareholder the whole sum must be fully paid up at the incorporation)

Minimum reserve fund

  • optional establishment of the reserve fund at the incorporation
  • sum equal to at least 5% of net profits has to be contributed to the reserve fund in the first year when profit is made (however not exceeding 10% of the registered capital) and in each subsequent year until the amount of the reserve fund equals to at least 10% of the registered capital

Minimum number of founders

1 (either individual or legal entity, cannot be a limited liability company having only one shareholder!)

Liability

  • unlimited liability of LLC
  • liability of shareholders up to unpaid amount of their contributions to the registered capital

Representation Authority

at least one Managing Director

Required corporate bodies

General Meeting

Corporate income tax

22%

Audit

Required:

  • if at least 2 of 3 conditions are met in decisive period (2 consecutive accounting periods): a) annual turnover exceeds EUR 2 million, b) amount of net assets exceeds EUR 1 million, c) average number of employees exceeds 30
  • if company’s securities are publicly traded, or in specific regulated businesses

Registration fees

EUR 300 in paper form and EUR 150 in electronic one (excluding notarial, translation, and legal services costs)

Timeframe for incorporation (including completion of registration)

approx. 3 weeks (after receiving all required documents from the founder; timeframe depends on the scope of business activities, in case of necessity of special license such time frame may be prolonged)

Process of registration

  1. Drafting of required documents
  2. Tax Authority’s consent to be obtained for Slovak residents to verify their taxpayers’ history (not required for foreign shareholders)
  3. The share capital has to be paid
  4. Obtaining of chosen trade licenses
  5. Registration in the Commercial Register
  6. Registration as a taxpayer at the respective Tax Authority

Necessary documents (general)

  • Foundation Memorandum/Memorandum of Association
  • Declaration of the share capital administrator or bank statement
  • Agreement on performance of function of Managing Director – not mandatory but recommended
  • Necessary trade licenses
  • Tax Authority consent (if applicable)
  • Payment of the court fee
  • Power of Attorney
  • Specimen signature of Managing Director/s
  • Right for using of a legal address
  • Extract/s from criminal record

Note: Some of the documents have to be notarised. Other documents may be required in particular cases.

Joint Stock Company

Minimum registered capital

EUR 25,000 (at least 30% of cash contributions must be fully paid up at the incorporation)

Minimum reserve fund

  • obligatory establishment of the reserve fund at the incorporation,
  • sum equal to 10% of registered capital,
  • sum equal to at least 10% of net profits has to be contributed to the reserve fund every year until the amount of the reserve fond equals to at least 20% of the registered capital

Minimum number of founders

1 (must be a legal entity)

Liability

  • unlimited liability of JSC
  • no liability of shareholders (limited to the nominal value of its shares)

Representation Authority

Board of Directors (consisting of at least 1 member)

Required corporate bodies

  • General Assembly of shareholders
  • Supervisory Board (3 members at minimum)

Corporate income tax

22%

Audit

Required:

  • if at least 2 of 3 conditions are met in decisive period (2 consecutive accounting periods): a) annual turnover exceeds EUR 2 million, b) amount of net assets exceeds EUR 1 million, c) average number of employees exceeds 30
  • if company’s securities are publicly traded, or in specific regulated businesses, e.g. in the financial sector

Registration fees

EUR 750 in paper form and EUR 375 in electronic one (excluding notarial, translation, costs of legal services)

Timeframe for incorporation (including completion of registration)

approx. 3 weeks (after receiving all required documents from the founder; time frame depends on the scope of business activities, in case of necessity of special license issuance (such as concession license) such time frame may be prolonged)

Process of registration

  1. Foundation Deed, Articles of Association, and other documents should be drafted in the form of a notarial deed
  2. Tax Authority’s consent (the same rule as for LLC)
  3. Necessary trade licenses have to be obtained at responsible state authority
  4. Paying up of the share capital and reserve fund
  5. Registration in the Commercial Register
  6. Registration at the Tax Authority

Note: The process above is a simplified summary.

Necessary documents (general)

  • Foundation Deed, Articles of Association in the form of notarial deed
  • Trade licenses
  • Agreements on performance of function of Board Members
  • Permission to use legal address
  • Declaration of the share capital administrator and bank statement
  • Tax Authority consent (if applicable)
  • Specimen signature of the Chairman of the Board and other Members of the Board of Directors
  • Payment of the court fee
  • Power of Attorney
  • Extract/s from criminal record of the Chairman of the Board and other Members of the Board of Directors

Note: Some of the documents have to be notarised. Other documents may be required in particular cases.

Branch Office

Minimum registered capital

N/A

Minimum reserve fund

N/A

Minimum number of founders

N/A

Liability

unlimited liability of the founder (i.e. the parent company of which the branch forms a part)

Representation Authority

Branch Manager, in addition to the statutory representatives of the founder

Other required corporate bodies

N/A

Corporate income tax

22%

Audit

N/A

Registration fees

EUR 300 in paper form and EUR 150 in electronic one (excluding notarial, translation, and legal services costs)

Timeframe for incorporation (including completion of registration)

approx. 3 weeks (after receiving all required documents from the founder; time frame depends on the scope of business activities, in case of necessity of special license issuance (such as concession license) such time frame may be prolonged)

Process of registration

  1. Decision of the parent company on establishment a Branch Office in Slovakia
  2. Obtaining of chosen trade licenses
  3. Registration in the Commercial Register
  4. Registration at the Tax Authority

Necessary documents (general)

  • Decision of the parent company on establishment a Branch Office in Slovakia
  • Foundation Documents of the parent company
  • Parent company’s extract from relevant register in home jurisdiction
  • Trade licenses
  • Permission to use legal address of the Branch Office
  • Extract/s from criminal record for the appointed Manager of the Branch Office

Note: Some of the documents have to be notarised. Other documents may be required in particular cases.

Lebanon’s secure banking sector plays an important role in the country’s stability and economic status. High liquidity and compliance with all international regulatory standards make it one of the most profitable in the region.

Stability

The Lebanese banking sector owes its solidity primarily to the stringent policies applied by the Lebanese Central Bank (LCB). Efforts are constantly being made to fight money laundering and terrorism funding.

The Lebanese diaspora also contributes to the stability through the flux of transfers and deposits of extraterritorial income. Compared with an estimated population of 4.9 million inhabitants, about 16 million Lebanese live abroad, largely engaged in trade and finance, and mainly concentrated in South America.

The banking sector’s stability is also bolstered by the currency exchange rate, which has been stable since 1997, when the Lebanese Pound (LBP) was pegged to the United States Dollar (USD) at a rate of 1507.5 LBP to the USD.

Banking Secret and Automatic exchange of Information

The Lebanese Banking Secrecy Law of September 3, 1956 was a key aspect in the expansion of the sector. Bank secrecy is applied to any bank operating in Lebanon, local or foreign, and prohibits the disclosure of any details or information about any account or accountholder. For long time this law has increased confidence in Lebanese banking together with the amount of foreign capital coming into the country.

Before the last economic and financial global shocks, the veil of banking secrecy could be lifted only with prior approval of the accountholder, in case of bankruptcy; for the exchange of information between banks about indebted accounts; and in case of legal actions between a bank and a client or illicit enrichment.

Nowadays, banking secrecy does not apply to US citizens because of the Foreign Account Tax Compliance Act (FATCA) that requires foreign banks to report American accountholders to the tax authority of the US. Even though Lebanon has not agreed to be FATCA compliant as a whole, individual Lebanon banks have agreed to comply.

Moreover, in 2016 Lebanon joined the Global Forum on Transparency and the Automatic Exchange of Information (AEOI) for tax purposes, committing to implement a series of regulatory reforms to better comply with the Common Reporting Standards of OECD.

Consequently, if the requested information is protected under the Banking Secrecy Law of 1956, the request will be forwarded to the Special Investigation Commission (SIC) at the Central Bank with an opinion from the Ministry of Finance for review before it can be disclosed to the foreign tax authority based on an information exchange agreement.

The regulatory framework and supervision of the banking sector is already in compliance with international standards, such as Basel I, II, and III. Abiding by these laws does not eliminate banking secrecy. New regulations just aim to provide a more effective tool to counter the fight against tax evasion and to track suspicious operations for money laundering purposes, or self-laundering, based on tax offenses.

According to the AEOI, starting from September 2018 Lebanese Tax Authority will exchange information automatically on non-residents, and will have access to information on residents who hold assets abroad. No issues for Lebanese residents.

The new legislation will impact: banks, brokers, trusts, fiduciaries, insurance companies, although only for a few products, and certain collective investment funds.

Corporate Governance

As part of the strategy to integrate Lebanon further into the international community and the global economy, corporate governance in banks is necessary to guarantee fairness, transparency and accountability.

It is mandatory for banks while optional for other companies. In fact, an innovation took place in the banking sector on July 26, 2006 when the Governor of the Lebanese Central Bank enacted the Basic Decision No. 9382 to order to comply with the banking rules instituted by the Basel Committee.

Account freedom and flexibility

Lebanese banks are known for being open to foreign investors and have branches worldwide. Foreign individuals or companies can easily open a bank account in Lebanon in any currency and benefit from all banking advantages offered to Lebanese citizens. Further, amounts deposited in Lebanon are exempt from taxes and the interest received is subject to a tax rate of 5-percent.

The author of this post is Claudia Caluori.

The goal of this short article is to examine the annual business report, mandatory for all Swiss companies. The board of directors prepares the annual business report, which is composed of:

  • The annual financial statements;
  • The annual report, and;
  • The consolidated financial statements if such statement are required by law.

The annual financial statements comprise the following three documents: profit and loss statement (or income statement), balance sheet, and annex.

The profit and loss statement must distinguish between operating and non-operating, as well as extraordinary, income and expenses. Income must be split separately between:

  • Revenues from deliveries and services;
  • Financial income, and;
  • Profits from the disposition of capital assets.

Expense must at least show cost of goods sold, personnel expenses, financial expenses, as well as depreciation.

The balance sheet shall show the current assets and the capital assets, debts and equity. Current assets are divided into liquid assets, claims resulting from deliveries and services, other claims, as well as inventories. Capital assets are divided into financial assets, tangible and intangible assets. The outside funds are divided into debts resulting from deliveries and services, other short-term liabilities, long-term liabilities and provisions. Equity is divided into share capital, legal and other reserves, as well as a profit brought forward. Capital not paid in, the total amount of investments, the claims and liabilities against affiliates or against shareholders, accruals and deferrals, as well as losses carried forward are disclosed separately.

The Annex includes:

  • The total amount of guarantees, indemnity liabilities and pledges in favour of third part;
  • The total amount of assets pledged or assigned for the securing of own liabilities, as well as of assets with retention of title;
  • The total amount of liabilities from leasing contracts not included in the balance sheet;
  • The fire insurance value of assets;
  • Liabilities to personnel welfare institutions;
  • The amounts, interest rates and maturities of bonds issued by the company;
  • Each participation essential for assessing the company’s financial situation;
  • The total amount of dissolved hidden; reserves to the extent that such total amount that exceeds newly formed reserves of the same kind, and thereby show a considerably more favourable result;
  • Information on the object and the amount of revaluations;
  • Information on the acquisition, disposition, and number of own shares held by the company, including its shares held by another company in which it holds a majority participation; equally shown shall be the terms and conditions of such share transactions;
  • The amount of the authorized capital increase and of the capital increase subject to a condition;
  • Other information required by law.

The Annual report describes the development of the business, as well as the economic and the financial situation of the company. It reproduces the auditors’ report.

If the company, by majority vote or by another method joins one or more companies under a common control (group of companies), it is required to prepare consolidated financial statements. The company is exempted from consolidation if it, during two consecutive business years, together with the affiliates, does not exceed two of the following parameters:

  • Balance sheet total: CHF. 10’000’000
  • Revenues: CHF. 20’000’000
  • Average annual number of employees: 200

However, consolidated statements shall be prepared if:

  • the company has outstanding bond issues;
  • the company’s shares are listed on a stock exchange;
  • shareholders representing at least ten per cent of the share capital so request;
  • this is necessary for assessing as reliably as possible the company’s financial condition and profitability.

Swiss valuation principles are conservative. Assets are valued at the lower of cost or market. A full provision for all known liabilities must be made. In addition, the Code gives discretionary powers to the board to value assets at amounts lower than maximum carrying values prescribed by law, or to create hidden reserves. The maximum asset values permissible are set out in articles 664 through 670 of the Code. These are as follows:

Costs of incorporation, capital increase, and organization resulting from the establishment, expansion or reorganization of the business may be included in the balance sheet. They must be shown separately and amortized within five years. Capital assets are to be valued at a maximum of the acquisition or manufacturing costs less the necessary depreciation. Participations and other financial investments are also part of the capital assets. Participations are permanent investments in the capital of subsidiary companies; usually they give a controlling influence in the management of the affiliate. Share blocks representing at least twenty per cent of the votes are classified as participations.

Raw materials, semi-finished and finished products, as well as merchandise, shall be valued at a maximum of the acquisition or manufacturing cost. If the cost is higher than market value on the date of the balance sheet, then market value is used.

Listed securities shall be valued at a maximum of their average stock exchange price during the month preceding the date of the balance sheet. Unquoted securities shall be valued at a maximum of the acquisition cost under deduction of any necessary value adjustments.

Depreciation, value adjustments and provisions should be made to the extent required by generally accepted accounting principles. Provisions are to be established in particular to cover contingent liabilities and potential losses from pending business transactions. The board may take additional depreciation, make value adjustments and provisions and refrain from dissolving provisions, which are no longer justified. Hidden reserves exceeding the above are permitted to the extent justified in the interest of the continuing prosperity of the company or to enable the regular distribution of dividends, taking into account the interests of the shareholders. The auditors must be notified in detail of the creation and the dissolution of replacement reserves and hidden reserves exceeding the above.

If half of the sum of the share capital and legal reserves is lost, real estate property or participations whose fair market value has risen above cost may, for the purpose of eliminating the deficit, be re-valued up to a maximum of such deficit. The revaluation amount shall be shown separately as a revaluation reserve. The revaluation is only permitted if the auditors confirm in writing to the general meeting of shareholders that the legal provisions have been respected.

Companies are required to allocate five per cent of the annual profit to the legal reserve until it has reached twenty per cent of be paid-in share capital. Also, after having reached the statutory amount, the following shall be allocated to this reserve:

  • any surplus over par value upon the issue of new shares;
  • after deduction of the issue costs, to the extent such surplus is not used for depreciation or welfare purposes;
  • the excess of the amount which was paid in on cancelled shares over any reduction on the issue price of replacement shares ten per cent of the amounts which are distributed as a share of profits after payment of a dividend of five per cent.

To the extent it does not exceed half of the share capital, the legal reserve shall only be used to remove an accounting deficit, to preserve the existence of the business enterprise in bad times, to counteract unemployment, or to soften its consequences.

There are no filing requirements in Switzerland for annual financial statements except in the case of banks, finance and insurance companies.

In a previous post we outlined how a foreign investor may conduct a business in Argentina and, specifically, we analysed the main characteristics of the Limited Liability Companies (Sociedades de Responsabilidad Limitada “SRL”).

In this post we are going to focus the attention on another type of company: the Joint Stock Corporation – Sociedades Anónimas  (“SA”).

The main differences between Sociedades de Responsabilidad Limitada and Sociedades Anónimas are the following:

  1. The transfer of SRL quotas shall be registered in the Registry of Commerce. On the contrary, the transfer of shares shall only be registered in the Shareholders’ Register of the SA.
  2. Number of partners cannot be more than 50 in the SRL, while in the SA there is only the minimum number of 2.
  3. Board of Directors of a SA has the obligation of meeting at least every 3 months, while in the SRL the management does not have such obligation.
  4. In a SRL, the partner who has the majority vote does not need the vote of another partner to approve decisions. On the other hand, one shareholder with the majority vote can manage a SA without the favorable vote of any other shareholder.

Main characteristics of the Argentinian Stock Corporations: las Sociedades Anónimas (“SA”)

Shareholders: A minimum of two shareholders is required, and they may be resident or non-resident in Argentina.

Corporate capital: The minimum capital currently required by law is equal to Argentina Pesos (ARS) 100.000 (approximately USD 6.250), of which only 25% must be paid in at the time of the corporate organization. The balance shall be paid within a maximum term of two years from the incorporation. However, the Public Registry of Commerce may require an initial corporate capital amount higher than ARS 100,000 in case – having regards to the nature and characteristics of the businesses involved by the corporate purpose – the corporate capital is considered overtly inappropriate.

Liability SA: Shareholders liability is limited to the amount of capital invested. The sole limitation to this rule is the “lifting of the corporate veil” doctrine, applicable only when a company has been organized or used for fraudulent purposes, in order to abuse the liability limitation.

Legal Books and Records SA: There are 4 company books and records provided by the law: 1) Shareholders’ Register; 2) Register of attendance at General Meetings; 3) Minutes of General Meetings; and 4) Minutes of Directors’ Meetings.

Administration: The Board of Directors is the body in charge of the company administration. Its members do not need to be shareholders or residents in Argentina. However, the law requires that the Board of Directors meets at least four times a year with the physical presence of the majority of its members. The law also requires that the majority of the Directors are domiciled in Argentina.

If the corporate capital amounts to ARS 10.000.000 (approximately USD 625.000) or more, the minimum number of Directors is three; otherwise, the law does not impose any minimum number of directors.

The President of the Board of Directors has the power of legal representation of the company and, in case of his/her absence, the Vice President may act as the company’s legal representative.

In addition to and notwithstanding the above, the company’s representation may be conferred through powers of attorney issued by the Board of Directors for specific purposes (banking, administrative affairs, judicial, etc.).

Supervision SA: If the SA’s corporate capital is lower than ARS 10.000.000 no Syndic (a kind of internal auditor, with the duty to ensure that the company formally complies with the law) need to be appointed. If the capital is above said amount, the S.A. must organize a supervisory body composed of Syndics.

The SA that does not make public offer of its stock capital may appoint only one principal Syndic and one alternate Syndic. The principal Syndic and the alternate Syndic are elected by the Shareholders. To be elected Syndic it is necessary to be a lawyer or a public accountant domiciled in Argentina. Employees, directors or managers of the company or its parent or subsidiary companies may not be syndics. Shareholders may remove Syndics at their own discretion.

Governing body: The corporate authority governing the SA and adopting resolutions is the Shareholders’ Meeting, competent – among other issues – to approve the Annual Balance Sheet of the company, to appoint and/or remove its Directors and Syndics and to deal with any other item related to the company’s ordinary course of business.

Financial statements, Balance Sheets and Accounts SA: Annual financial statements must be submitted for the consideration of the Stakeholders’ Meeting. Argentine law provides that the Annual financial statements must be filed also with the Public Registry of Commerce.

The author of this post is Tomás García Navarro.

Nicola Gianoli

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    Foreign investments in Argentina – Sociedades Anónimas (“SA”)

    14 3 月 2017

    • 阿根廷
    • 公司法
    • 投资

    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：

    1. 提供海外产品/服务的售后服务。
    2. 订立伊朗和外国公司签订的经营合同。
    3. 开展调查，为伊朗外商投资提供必要条件。
    4. 与伊朗技术/工程公司合作，在其他国家开展项目。
    5. 增加伊朗的非石油出口。
    6. 提供技术/工程服务和技术转让。
    7. 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 economy of a country is usually supported and boosted by the Government. In Lebanon, instead, the Central Bank or Banque du Liban (BdL) has taken on the role for years now, due to the long governmental inactivity and the political impasse. The recent formation of a national unity government – after the longest presidential vacancy in the country’s history  – generated hope worldwide towards a new start for the country to get back on track both at the local and the international level. Nonetheless, BdL still plays an important role, providing critical support to the real economy, as well as acting as a backstop to the financial sector.

    BdL acts according to the provisions of the Code of Money and Credit that includes, among other duties, “safeguarding economic stability” and “developing the monetary and financial market”. Over the past years, consecutive packages of subsidized loans for the private sector were issued, helping to support demand. Those actions were put in place amending the basic Decision no. 6116 of March 7, 1996 regarding “Facilities that may be granted by Banque du Liban to Banks and Financial Institutions”.

    As the World Bank highlighted in the report “Lebanon Economic Monitor Fall 2016”, BdL’s stimulus packages and other initiatives, in conjunction with the contributory role played by Kafalat SAL, the loan guarantee financial company, have provided significant support to the real sector, by means of subsidizing interest payments of SME borrowers, extending special guarantees to SMEs, and granting exemptions on compulsory reserves of creditors.

    The latest GDP increase would have been lower without BdL’s interventions, which involve largely the tech industry and the knowledge based economy (“KBE”), but also the real estate and tourism sector.

    With regard to the tech industry, to support Lebanon’s entrepreneurial ecosystem, in 2013 BdL issued Circular 331 with the dual aim of retaining local talent and attracting the expatriates to setup business in the country. The initial $400 million USD funds gave impulse to develop the technological and digital sector, encouraging the incorporation of Lebanese companies, the operations in the country without a definite time limit.

    In 2016, it increased the margin of funds that banks could dedicate to the financing of this sector, by authorizing them to invest, with BdL’s guarantee, up to 4% of their own funds, compared to 3% previously.

    Circular 331 has created a lively and high-standard technological environment in Lebanon, where different actors interpret essential roles to contribute to the growth and the innovation of the country.

    More than 1500 companies are working in the ICT field (1500 according to the 2016 report issued by the UK Tech Hub), in addition to 8 incubators and accelerators, mentorship and business educational groups, 6 local venture capital firms and others operating in the regions.  It is a matter of time until the spill-over effect contributes to the GDP growth.

    With regard to real estate, Circular 427 provides an incentive by allowing banks in Lebanon to offer credit facilities to companies, funds or special vehicles for the purpose of acquiring real estate projects. The loans are subject to certain conditions set up for a) the seller, i.e. specialized real estate companies, b) the properties, and c) the purchase itself. Credit is available up to 60 percent of the value of the purchase with the remaining 40 percent financed by the purchaser from their equity excluding debt.

    The main target of the measure is to boost sales of existing new real estate stock that remains unsold. Another important outcome is the enhancement of the dialogue between the actors, creating synergies and a proactive business environment around the real estate sector.

    In line with the spirit, in tourism sector the most recent Circular 465 aims to boost real estate projects related to hospitality, as well investments in the tourism like, leisure parks and medical centers, through commercial banks subsidized loans (up to $ 10 million USD) for a prolonged period.

    In conclusion, on one hand, it is worth to notice that credit incentives, provided through the banking sector, have played a key role in boosting and supporting the numerous segments of the Lebanese economy. On the other hand, from a regulatory perspective, critical reforms are needed to put the country back on the right track. The Government and the Parliament are working towards this direction: new upcoming projects, new laws to approve and enact, and opportunities to invest in many other sectors, like telecommunication services, electricity and water distribution, and waste management.

    The author of this post is Claudia Caluori.

    为了在阿根廷开展商业,外国投资者可以在阿根廷公司法（“ACL”）提供的一种类型– 子公司 –下合并一家公司，或者可以设立公司分支机构并任命一名代表。外国投资者通常选择在公司类型中设立子公司（Sociedades Anónimas “SA”）或有限责任公司（Sociedades de Responsabilidad Limitada “SRL”）。两种情况下，外国投资者的责任仅限于投资在子公司中的股票资金。第一篇文章将总结SRL的主要特点。

    外国投资者不喜欢分支机构，因为（不像公司和有限责任公司）分支机构不享有有限责任。分支机构不被视为与其母公司分离的实体，因此，由分支机构执行的所有这些行为都被认为是母公司本身直接执行的。这意味着外国实体对其分支机构所进行的所有交易负有全部责任。两个法律结构（附属机构和分支机构）都要求外国投资者在阿根廷的公共商业登记处登记。

    阿根廷有限责任公司的主要特点: 有限责任公司（SRL）

    登记和法律：在有限责任公司中不超过50名配额持有者被允许

    资本有限责任公司：设立有限责任公司不需要最低资本。就公司而言，公司资本必须适合公司宗旨的发展，商业登记处可以要求公司确定高于合伙人决定的数额。至少有25%的资本必须在形成时支付，其余75%必须在该期限内两年内支付。

    SRL责任承担：配额持有人的责任仅限于所投资的资本额。对这一规则的唯一限制是“揭开公司面纱”原则的适用，适用于公司组织或有欺诈目的的使用，滥用权利去组织独立法人。

    法律文书和SRL记录: 只有一本管理者和配额持有者会议的文书是必需的。

    管理SRL：由被无限期任命的经理管理。管理者不一定是配额持有者，而且大多数人必须居住在阿根廷。管理者享有与公司董事相同的权利和义务。

    监理SRL：一个理事的任命是可选的,除非资本超过10,000,000美元，在这种情况下，一个或一个以上的理事必须任命。

    SRL的配额持有人会议：公司决议由公司法中规定的合伙人决议通过。每年至少召集一次普通定额持有人会议，基本内容为审议财务报表、经理报告、利润分配和任命管理人员和法定审计人员。根据法律修正案，如果一个单独的合伙人代表多数票，则需要其他合伙人的表决。

    SRL的财务报表、资产负债表和会计科目：年度财务报表必须提交配额持有人会议审议。只有在资本超过10000000美元的情况下，必须向商业登记处提交同样的申请。

    这篇文章的作者是Tomás García Navarro。

    有限责任公司——在意大利中指：“Società a Responsabilità Limitata”或“S.R.L”——可能是最受欢迎的意大利公司的形式，原因如下：

    1. a) 公司资本数额不是强制性的；
    2. b) 顾名思义，配额持有者的责任仅限于配额认购资本；
    3. c) 其为“低成本”和易处理的公司。

    请注意一个有限责任公司是不能发行股票的。事实上，参与到资本的是以“无形的”配额作为代表。此为一个有限责任公司的成员被称为“配额持有者”的原因。

    在其他国家类似的公司为：在美国被称为L.L.C.；在英国被称为L.T.C；在德国被称为G.m.b.H.；在法国被称为S.a.r.l.；在西班牙被称为S.L.

                              

    信息说明

    • 公司名称 – Società a responsabilità limitata – S.R.L. (有限责任公司)
    • 最低注册资本 – 10000欧元（只有2500欧元，必须在公司支付）, 当资本低于10000欧元时，最低公司资本可低至1欧元并适用特殊的规则和限制
    • 配额持有人最低数量 – 一个
    • 配额持有人最多数量 – 没有限制
    • 配额持有人的国籍 – 没有限制（在一些罕见的例外情况下，必须在具体问题具体分析的基础上核查）
    • 主管的国籍 – 没有限制（在一些罕见的例外情况下，必须在具体问题具体分析的基础上核查）
    • 有限责任 -是
    • 审计 – 不经常需要

     

    成立一个有限责任公司（最低公司资本有10000欧元），需要下列信息与文件。

    a) 新公司的名称

    b) 注册办事处

    一个有限责任公司必须在意大利拥有一个注册办事处（一些法律或者会计事务所提供这样一种“虚拟办事处”）

    c) 公司认购资本额和实缴资本额

    成立一个有限责任公司，首先配额持有人的银行账户中应持有相当于公司认购资本金的25%的金额。

    如果董事要求，未付资本金应在30天内支付。

    公司资本金的支付可由以下替代：

    • 一份保险单或者银行担保（有一定要求）;
    • 实物出资。然而，在这种情况下，法律规定需独立的专家评估和其他手续。

    d) 配额持有人的姓名和详细资料

    请注意在单独配额持有人的情况下适用的特殊规则和限制。

    比如，公司资本应当全部认购，公司的所有文件和记录都应指出公司资本属于唯一配额持有者。否则，唯一配额持有人将与公司承担连带债务责任。

    e) 首席董事的姓名和个人信息

    首席单独董事或首席董事在公司章程中被任命。

    单独董事或者董事们也可不是意大利人但他们应拥有一个意大利财政标识号(“codice fiscal”),其可从任何地方税务局(“Agenzia delle Entrate”)获得。

    f) 首席法定审计员的姓名和个人信息，根据意大利法律必要时需提供

    g) 年度财政结束日期

    h) 公司的期限

    下列公司章程和细则应以公证书形式订立：

    a) 一份非常标准的包括公司章程的合同，包括了法律上规定的建立一个有限责任公司的所需的所有信息。

    b) 公司细则包含了公司管理规则。

    公司细则可以通过配额所有人会议的决议来进行修改。

    为免配额持有人是一家公司，需要一些额外的文件（例如，由股东会议通过的决议）被翻译成意大利语（被认证的翻译），公证以及认证或者合法化，视情况而定。

    公司成立后，应在20日内在意大利公司登记处提交公司章程和细则的副本。在此之前，任何代表公司行事的人都将承担个人责任。

     

    此简介只包含了有关于有限责任公司的基本信息。如果您有任何问题，请随时与我联系。

    This post aims to examine schematically the three most common ways of enter in the market of Slovakia: Limited Liability Companies, a Joint Stock Companies, and Branch Offices.

    Limited Liability Company

    Minimum registered capital

    EUR 5,000 (in case of a sole shareholder the whole sum must be fully paid up at the incorporation)

    Minimum reserve fund

    • optional establishment of the reserve fund at the incorporation
    • sum equal to at least 5% of net profits has to be contributed to the reserve fund in the first year when profit is made (however not exceeding 10% of the registered capital) and in each subsequent year until the amount of the reserve fund equals to at least 10% of the registered capital

    Minimum number of founders

    1 (either individual or legal entity, cannot be a limited liability company having only one shareholder!)

    Liability

    • unlimited liability of LLC
    • liability of shareholders up to unpaid amount of their contributions to the registered capital

    Representation Authority

    at least one Managing Director

    Required corporate bodies

    General Meeting

    Corporate income tax

    22%

    Audit

    Required:

    • if at least 2 of 3 conditions are met in decisive period (2 consecutive accounting periods): a) annual turnover exceeds EUR 2 million, b) amount of net assets exceeds EUR 1 million, c) average number of employees exceeds 30
    • if company’s securities are publicly traded, or in specific regulated businesses

    Registration fees

    EUR 300 in paper form and EUR 150 in electronic one (excluding notarial, translation, and legal services costs)

    Timeframe for incorporation (including completion of registration)

    approx. 3 weeks (after receiving all required documents from the founder; timeframe depends on the scope of business activities, in case of necessity of special license such time frame may be prolonged)

    Process of registration

    1. Drafting of required documents
    2. Tax Authority’s consent to be obtained for Slovak residents to verify their taxpayers’ history (not required for foreign shareholders)
    3. The share capital has to be paid
    4. Obtaining of chosen trade licenses
    5. Registration in the Commercial Register
    6. Registration as a taxpayer at the respective Tax Authority

    Necessary documents (general)

    • Foundation Memorandum/Memorandum of Association
    • Declaration of the share capital administrator or bank statement
    • Agreement on performance of function of Managing Director – not mandatory but recommended
    • Necessary trade licenses
    • Tax Authority consent (if applicable)
    • Payment of the court fee
    • Power of Attorney
    • Specimen signature of Managing Director/s
    • Right for using of a legal address
    • Extract/s from criminal record

    Note: Some of the documents have to be notarised. Other documents may be required in particular cases.

    Joint Stock Company

    Minimum registered capital

    EUR 25,000 (at least 30% of cash contributions must be fully paid up at the incorporation)

    Minimum reserve fund

    • obligatory establishment of the reserve fund at the incorporation,
    • sum equal to 10% of registered capital,
    • sum equal to at least 10% of net profits has to be contributed to the reserve fund every year until the amount of the reserve fond equals to at least 20% of the registered capital

    Minimum number of founders

    1 (must be a legal entity)

    Liability

    • unlimited liability of JSC
    • no liability of shareholders (limited to the nominal value of its shares)

    Representation Authority

    Board of Directors (consisting of at least 1 member)

    Required corporate bodies

    • General Assembly of shareholders
    • Supervisory Board (3 members at minimum)

    Corporate income tax

    22%

    Audit

    Required:

    • if at least 2 of 3 conditions are met in decisive period (2 consecutive accounting periods): a) annual turnover exceeds EUR 2 million, b) amount of net assets exceeds EUR 1 million, c) average number of employees exceeds 30
    • if company’s securities are publicly traded, or in specific regulated businesses, e.g. in the financial sector

    Registration fees

    EUR 750 in paper form and EUR 375 in electronic one (excluding notarial, translation, costs of legal services)

    Timeframe for incorporation (including completion of registration)

    approx. 3 weeks (after receiving all required documents from the founder; time frame depends on the scope of business activities, in case of necessity of special license issuance (such as concession license) such time frame may be prolonged)

    Process of registration

    1. Foundation Deed, Articles of Association, and other documents should be drafted in the form of a notarial deed
    2. Tax Authority’s consent (the same rule as for LLC)
    3. Necessary trade licenses have to be obtained at responsible state authority
    4. Paying up of the share capital and reserve fund
    5. Registration in the Commercial Register
    6. Registration at the Tax Authority

    Note: The process above is a simplified summary.

    Necessary documents (general)

    • Foundation Deed, Articles of Association in the form of notarial deed
    • Trade licenses
    • Agreements on performance of function of Board Members
    • Permission to use legal address
    • Declaration of the share capital administrator and bank statement
    • Tax Authority consent (if applicable)
    • Specimen signature of the Chairman of the Board and other Members of the Board of Directors
    • Payment of the court fee
    • Power of Attorney
    • Extract/s from criminal record of the Chairman of the Board and other Members of the Board of Directors

    Note: Some of the documents have to be notarised. Other documents may be required in particular cases.

    Branch Office

    Minimum registered capital

    N/A

    Minimum reserve fund

    N/A

    Minimum number of founders

    N/A

    Liability

    unlimited liability of the founder (i.e. the parent company of which the branch forms a part)

    Representation Authority

    Branch Manager, in addition to the statutory representatives of the founder

    Other required corporate bodies

    N/A

    Corporate income tax

    22%

    Audit

    N/A

    Registration fees

    EUR 300 in paper form and EUR 150 in electronic one (excluding notarial, translation, and legal services costs)

    Timeframe for incorporation (including completion of registration)

    approx. 3 weeks (after receiving all required documents from the founder; time frame depends on the scope of business activities, in case of necessity of special license issuance (such as concession license) such time frame may be prolonged)

    Process of registration

    1. Decision of the parent company on establishment a Branch Office in Slovakia
    2. Obtaining of chosen trade licenses
    3. Registration in the Commercial Register
    4. Registration at the Tax Authority

    Necessary documents (general)

    • Decision of the parent company on establishment a Branch Office in Slovakia
    • Foundation Documents of the parent company
    • Parent company’s extract from relevant register in home jurisdiction
    • Trade licenses
    • Permission to use legal address of the Branch Office
    • Extract/s from criminal record for the appointed Manager of the Branch Office

    Note: Some of the documents have to be notarised. Other documents may be required in particular cases.

    Lebanon’s secure banking sector plays an important role in the country’s stability and economic status. High liquidity and compliance with all international regulatory standards make it one of the most profitable in the region.

    Stability

    The Lebanese banking sector owes its solidity primarily to the stringent policies applied by the Lebanese Central Bank (LCB). Efforts are constantly being made to fight money laundering and terrorism funding.

    The Lebanese diaspora also contributes to the stability through the flux of transfers and deposits of extraterritorial income. Compared with an estimated population of 4.9 million inhabitants, about 16 million Lebanese live abroad, largely engaged in trade and finance, and mainly concentrated in South America.

    The banking sector’s stability is also bolstered by the currency exchange rate, which has been stable since 1997, when the Lebanese Pound (LBP) was pegged to the United States Dollar (USD) at a rate of 1507.5 LBP to the USD.

    Banking Secret and Automatic exchange of Information

    The Lebanese Banking Secrecy Law of September 3, 1956 was a key aspect in the expansion of the sector. Bank secrecy is applied to any bank operating in Lebanon, local or foreign, and prohibits the disclosure of any details or information about any account or accountholder. For long time this law has increased confidence in Lebanese banking together with the amount of foreign capital coming into the country.

    Before the last economic and financial global shocks, the veil of banking secrecy could be lifted only with prior approval of the accountholder, in case of bankruptcy; for the exchange of information between banks about indebted accounts; and in case of legal actions between a bank and a client or illicit enrichment.

    Nowadays, banking secrecy does not apply to US citizens because of the Foreign Account Tax Compliance Act (FATCA) that requires foreign banks to report American accountholders to the tax authority of the US. Even though Lebanon has not agreed to be FATCA compliant as a whole, individual Lebanon banks have agreed to comply.

    Moreover, in 2016 Lebanon joined the Global Forum on Transparency and the Automatic Exchange of Information (AEOI) for tax purposes, committing to implement a series of regulatory reforms to better comply with the Common Reporting Standards of OECD.

    Consequently, if the requested information is protected under the Banking Secrecy Law of 1956, the request will be forwarded to the Special Investigation Commission (SIC) at the Central Bank with an opinion from the Ministry of Finance for review before it can be disclosed to the foreign tax authority based on an information exchange agreement.

    The regulatory framework and supervision of the banking sector is already in compliance with international standards, such as Basel I, II, and III. Abiding by these laws does not eliminate banking secrecy. New regulations just aim to provide a more effective tool to counter the fight against tax evasion and to track suspicious operations for money laundering purposes, or self-laundering, based on tax offenses.

    According to the AEOI, starting from September 2018 Lebanese Tax Authority will exchange information automatically on non-residents, and will have access to information on residents who hold assets abroad. No issues for Lebanese residents.

    The new legislation will impact: banks, brokers, trusts, fiduciaries, insurance companies, although only for a few products, and certain collective investment funds.

    Corporate Governance

    As part of the strategy to integrate Lebanon further into the international community and the global economy, corporate governance in banks is necessary to guarantee fairness, transparency and accountability.

    It is mandatory for banks while optional for other companies. In fact, an innovation took place in the banking sector on July 26, 2006 when the Governor of the Lebanese Central Bank enacted the Basic Decision No. 9382 to order to comply with the banking rules instituted by the Basel Committee.

    Account freedom and flexibility

    Lebanese banks are known for being open to foreign investors and have branches worldwide. Foreign individuals or companies can easily open a bank account in Lebanon in any currency and benefit from all banking advantages offered to Lebanese citizens. Further, amounts deposited in Lebanon are exempt from taxes and the interest received is subject to a tax rate of 5-percent.

    The author of this post is Claudia Caluori.

    The goal of this short article is to examine the annual business report, mandatory for all Swiss companies. The board of directors prepares the annual business report, which is composed of:

    • The annual financial statements;
    • The annual report, and;
    • The consolidated financial statements if such statement are required by law.

    The annual financial statements comprise the following three documents: profit and loss statement (or income statement), balance sheet, and annex.

    The profit and loss statement must distinguish between operating and non-operating, as well as extraordinary, income and expenses. Income must be split separately between:

    • Revenues from deliveries and services;
    • Financial income, and;
    • Profits from the disposition of capital assets.

    Expense must at least show cost of goods sold, personnel expenses, financial expenses, as well as depreciation.

    The balance sheet shall show the current assets and the capital assets, debts and equity. Current assets are divided into liquid assets, claims resulting from deliveries and services, other claims, as well as inventories. Capital assets are divided into financial assets, tangible and intangible assets. The outside funds are divided into debts resulting from deliveries and services, other short-term liabilities, long-term liabilities and provisions. Equity is divided into share capital, legal and other reserves, as well as a profit brought forward. Capital not paid in, the total amount of investments, the claims and liabilities against affiliates or against shareholders, accruals and deferrals, as well as losses carried forward are disclosed separately.

    The Annex includes:

    • The total amount of guarantees, indemnity liabilities and pledges in favour of third part;
    • The total amount of assets pledged or assigned for the securing of own liabilities, as well as of assets with retention of title;
    • The total amount of liabilities from leasing contracts not included in the balance sheet;
    • The fire insurance value of assets;
    • Liabilities to personnel welfare institutions;
    • The amounts, interest rates and maturities of bonds issued by the company;
    • Each participation essential for assessing the company’s financial situation;
    • The total amount of dissolved hidden; reserves to the extent that such total amount that exceeds newly formed reserves of the same kind, and thereby show a considerably more favourable result;
    • Information on the object and the amount of revaluations;
    • Information on the acquisition, disposition, and number of own shares held by the company, including its shares held by another company in which it holds a majority participation; equally shown shall be the terms and conditions of such share transactions;
    • The amount of the authorized capital increase and of the capital increase subject to a condition;
    • Other information required by law.

    The Annual report describes the development of the business, as well as the economic and the financial situation of the company. It reproduces the auditors’ report.

    If the company, by majority vote or by another method joins one or more companies under a common control (group of companies), it is required to prepare consolidated financial statements. The company is exempted from consolidation if it, during two consecutive business years, together with the affiliates, does not exceed two of the following parameters:

    • Balance sheet total: CHF. 10’000’000
    • Revenues: CHF. 20’000’000
    • Average annual number of employees: 200

    However, consolidated statements shall be prepared if:

    • the company has outstanding bond issues;
    • the company’s shares are listed on a stock exchange;
    • shareholders representing at least ten per cent of the share capital so request;
    • this is necessary for assessing as reliably as possible the company’s financial condition and profitability.

    Swiss valuation principles are conservative. Assets are valued at the lower of cost or market. A full provision for all known liabilities must be made. In addition, the Code gives discretionary powers to the board to value assets at amounts lower than maximum carrying values prescribed by law, or to create hidden reserves. The maximum asset values permissible are set out in articles 664 through 670 of the Code. These are as follows:

    Costs of incorporation, capital increase, and organization resulting from the establishment, expansion or reorganization of the business may be included in the balance sheet. They must be shown separately and amortized within five years. Capital assets are to be valued at a maximum of the acquisition or manufacturing costs less the necessary depreciation. Participations and other financial investments are also part of the capital assets. Participations are permanent investments in the capital of subsidiary companies; usually they give a controlling influence in the management of the affiliate. Share blocks representing at least twenty per cent of the votes are classified as participations.

    Raw materials, semi-finished and finished products, as well as merchandise, shall be valued at a maximum of the acquisition or manufacturing cost. If the cost is higher than market value on the date of the balance sheet, then market value is used.

    Listed securities shall be valued at a maximum of their average stock exchange price during the month preceding the date of the balance sheet. Unquoted securities shall be valued at a maximum of the acquisition cost under deduction of any necessary value adjustments.

    Depreciation, value adjustments and provisions should be made to the extent required by generally accepted accounting principles. Provisions are to be established in particular to cover contingent liabilities and potential losses from pending business transactions. The board may take additional depreciation, make value adjustments and provisions and refrain from dissolving provisions, which are no longer justified. Hidden reserves exceeding the above are permitted to the extent justified in the interest of the continuing prosperity of the company or to enable the regular distribution of dividends, taking into account the interests of the shareholders. The auditors must be notified in detail of the creation and the dissolution of replacement reserves and hidden reserves exceeding the above.

    If half of the sum of the share capital and legal reserves is lost, real estate property or participations whose fair market value has risen above cost may, for the purpose of eliminating the deficit, be re-valued up to a maximum of such deficit. The revaluation amount shall be shown separately as a revaluation reserve. The revaluation is only permitted if the auditors confirm in writing to the general meeting of shareholders that the legal provisions have been respected.

    Companies are required to allocate five per cent of the annual profit to the legal reserve until it has reached twenty per cent of be paid-in share capital. Also, after having reached the statutory amount, the following shall be allocated to this reserve:

    • any surplus over par value upon the issue of new shares;
    • after deduction of the issue costs, to the extent such surplus is not used for depreciation or welfare purposes;
    • the excess of the amount which was paid in on cancelled shares over any reduction on the issue price of replacement shares ten per cent of the amounts which are distributed as a share of profits after payment of a dividend of five per cent.

    To the extent it does not exceed half of the share capital, the legal reserve shall only be used to remove an accounting deficit, to preserve the existence of the business enterprise in bad times, to counteract unemployment, or to soften its consequences.

    There are no filing requirements in Switzerland for annual financial statements except in the case of banks, finance and insurance companies.

    In a previous post we outlined how a foreign investor may conduct a business in Argentina and, specifically, we analysed the main characteristics of the Limited Liability Companies (Sociedades de Responsabilidad Limitada “SRL”).

    In this post we are going to focus the attention on another type of company: the Joint Stock Corporation – Sociedades Anónimas  (“SA”).

    The main differences between Sociedades de Responsabilidad Limitada and Sociedades Anónimas are the following:

    1. The transfer of SRL quotas shall be registered in the Registry of Commerce. On the contrary, the transfer of shares shall only be registered in the Shareholders’ Register of the SA.
    2. Number of partners cannot be more than 50 in the SRL, while in the SA there is only the minimum number of 2.
    3. Board of Directors of a SA has the obligation of meeting at least every 3 months, while in the SRL the management does not have such obligation.
    4. In a SRL, the partner who has the majority vote does not need the vote of another partner to approve decisions. On the other hand, one shareholder with the majority vote can manage a SA without the favorable vote of any other shareholder.

    Main characteristics of the Argentinian Stock Corporations: las Sociedades Anónimas (“SA”)

    Shareholders: A minimum of two shareholders is required, and they may be resident or non-resident in Argentina.

    Corporate capital: The minimum capital currently required by law is equal to Argentina Pesos (ARS) 100.000 (approximately USD 6.250), of which only 25% must be paid in at the time of the corporate organization. The balance shall be paid within a maximum term of two years from the incorporation. However, the Public Registry of Commerce may require an initial corporate capital amount higher than ARS 100,000 in case – having regards to the nature and characteristics of the businesses involved by the corporate purpose – the corporate capital is considered overtly inappropriate.

    Liability SA: Shareholders liability is limited to the amount of capital invested. The sole limitation to this rule is the “lifting of the corporate veil” doctrine, applicable only when a company has been organized or used for fraudulent purposes, in order to abuse the liability limitation.

    Legal Books and Records SA: There are 4 company books and records provided by the law: 1) Shareholders’ Register; 2) Register of attendance at General Meetings; 3) Minutes of General Meetings; and 4) Minutes of Directors’ Meetings.

    Administration: The Board of Directors is the body in charge of the company administration. Its members do not need to be shareholders or residents in Argentina. However, the law requires that the Board of Directors meets at least four times a year with the physical presence of the majority of its members. The law also requires that the majority of the Directors are domiciled in Argentina.

    If the corporate capital amounts to ARS 10.000.000 (approximately USD 625.000) or more, the minimum number of Directors is three; otherwise, the law does not impose any minimum number of directors.

    The President of the Board of Directors has the power of legal representation of the company and, in case of his/her absence, the Vice President may act as the company’s legal representative.

    In addition to and notwithstanding the above, the company’s representation may be conferred through powers of attorney issued by the Board of Directors for specific purposes (banking, administrative affairs, judicial, etc.).

    Supervision SA: If the SA’s corporate capital is lower than ARS 10.000.000 no Syndic (a kind of internal auditor, with the duty to ensure that the company formally complies with the law) need to be appointed. If the capital is above said amount, the S.A. must organize a supervisory body composed of Syndics.

    The SA that does not make public offer of its stock capital may appoint only one principal Syndic and one alternate Syndic. The principal Syndic and the alternate Syndic are elected by the Shareholders. To be elected Syndic it is necessary to be a lawyer or a public accountant domiciled in Argentina. Employees, directors or managers of the company or its parent or subsidiary companies may not be syndics. Shareholders may remove Syndics at their own discretion.

    Governing body: The corporate authority governing the SA and adopting resolutions is the Shareholders’ Meeting, competent – among other issues – to approve the Annual Balance Sheet of the company, to appoint and/or remove its Directors and Syndics and to deal with any other item related to the company’s ordinary course of business.

    Financial statements, Balance Sheets and Accounts SA: Annual financial statements must be submitted for the consideration of the Stakeholders’ Meeting. Argentine law provides that the Annual financial statements must be filed also with the Public Registry of Commerce.

    The author of this post is Tomás García Navarro.