European inward investment guide...European inward investment guide – July 2008 – 12 Bulgaria 1. Legal form of most common limited liability company OOD/EOOD (when it is wholly

European inward investment guideJuly 2008

CMS Adonnino Ascoli & Cavasola Scamoni CMS Albiñana & Suárez de Lezo

CMS Bureau Francis Lefebvre CMS Cameron McKenna LLP CMS DeBacker

CMS Derks Star Busmann CMS von Erlach Henrici CMS Hasche Sigle CMS Reich-Rohrwig Hainz

European inward investment guide – July 2008 – 2


Introduction 4

Austria 6

Belgium 8

Bosnia and Herzegovina 10

Bulgaria 12

Croatia 14

Czech Republic 16

Denmark 18

England and Wales 20

Finland 22

France 24

Germany 26

Greece 28

Hungary 30

Ireland 32

Italy 34

Luxembourg 36

The Netherlands 38

Norway 40

Poland 42

Portugal 44

Romania 46

Russia 48

Serbia 50

Slovakia 52

Slovenia 54

Spain 56

Sweden 58

Switzerland 60

Ukraine 62

CMS Offices 66

Content


Introduction

Investment across a number of jurisdictions is increasingly a way of life for business today. This comparative

guide provides a simple checklist with answers to standard questions raised by clients looking to invest in

European jurisdictions. It focuses on 29 jurisdictions in Europe and enables a simple comparison between

each jurisdiction.

The market for formation of companies in the European Economic Area (EEA) was liberalised as a result of

the 2003 landmark judgment of the European Court of Justice in the Inspire Art case. This case laid down the

rule of law that, subject only to exceptional cases, EEA jurisdictions could not impose extra conditions (such

as minimum share capital) on ‘foreign’ EEA incorporated companies over and above those applying in its

country of incorporation. This means that companies may freely form a legal entity in one EEA member state

to do business in another. This publication may assist in the selection process for the most suitable jurisdic-

tion.

The European Commission has recently proposed a new European Private Company Statute whereby a new

company to be known as a Societas Privata Europaea (SPE) may be incorporated in each jurisdiction within

the European Union. The SPE would have common characteristics, notwithstanding the country of incorporation,

and could become the standard corporate vehicle to be used in each member state in future years. If this

statute is enacted, the earliest date that an SPE would be available is July 2010.

CMS is the organisation of independent European law and tax firms of choice for organisations based in, or

looking to move into, Europe. CMS provides a deep local understanding of legal, tax and business issues and

delivers client-focused services through a joint strategy executed locally across 28 jurisdictions with 56 offices

in Western and Central Europe and beyond. CMS was established in 1999 and today comprises nine CMS

firms, employing over 2,200 lawyers and is headquartered in Frankfurt, Germany.

Austria

Peter Huber

[email protected]

Belgium

Cedric Guyot

[email protected]

Bulgaria

Dessislava Spassova

[email protected]

Croatia

Gregor Famira

[email protected]

Czech Republic

Radim Kotlaba

[email protected]

England and Wales

Martin Mendelssohn

[email protected]

France

Alain Couret

[email protected]

Germany

Thomas Meyding

[email protected]

For further information on how we can help you, please contact:


Hungary

Gabriella Ormai

[email protected]

Italy

Pietro Cavasola

[email protected]

The Netherlands

Paulus van den Bos

[email protected]

Poland

Dariusz Greszta

[email protected]

Romania

John Fitzpatrick

[email protected]

Russia

David Cranfield

[email protected]

Serbia

Radivoje Petrikic

[email protected]

Slovakia

Sylvia Szabó

[email protected]

Slovenia

Ales Lunder

[email protected]

Spain

Antonio Pino

[email protected]

Switzerland

Max Albers

[email protected]

Ukraine

Adam Mycyk

[email protected]

Details of the CMS offices and further contacts are on the back of this guide. This guide is intended only to

provide a general overview of certain local requirements for incorporating the most usual form of private

company in various European jurisdictions. The information contained in this guide is not comprehensive and

does not purport to be professional advice. If you would like specific advice or further information, please

call the relevant contact.

The information contained in this guide is valid as at 1 July 2008.


Austria

1. Legal form of most common limited liability company GmbH

2. Time to incorporate 7–14 days

3. Use of shelf companies yes, not common

4. Notarial requirement on incorporation yes

5. Separate governmental authorisation on incorporation generally no

6. Possibility of incorporation by means of proxies yes, proxies to be notarised

7. Approximate minimum capital requirement (in Euro, dependent on exchange rate)

35,000

8. Capital tax rate or stamp duty (if any) 1% on capital plus incorporation fees

9. Minimum number of shareholders 1

10. Minimum number of officers (e.g. director/secretary) 1 director

11. Resident director requirement no

12. Supervisory board requirement yes, subject to thresholds

13. Works council requirement yes, if 5 employees or more

14. Legal requirement for audit yes, depending on size


15. Publicity requirement for audited accounts yes

16. Are there any other annual filingrequirements or fees payable?

filing of annual accounts(regardless of audit requirement)

17. Time period for filing annual accounts 9 months

18. Is an annual general shareholders meeting required? yes, but can be substituted by resolu-tions in writing except where notarisa-tion is required

19. Legal requirements for letterhead yes

20. Availability of bearer shares no

21. Availability of non-voting shares no

22. Legal obligation to limit transfer of shares no

23. Notarial requirement on transfer of shares yes

24. Requirement of legalisation offounder and/or director signature

yes

25. Publicity for directors (name, nationality, residentialaddress, business occupation, date of birth)

yes (name, dateof birth and address)

26. Publicity of shareholding yes

27. Standard corporation tax rate 25% flat rate(EUR 1,750 minimum per annum;EUR 1,092 minimum for first year)


Belgium

1. Legal form of most common limited liability company NV/SA

2. Time to incorporate 7 days

3. Use of shelf companies no


5. Separate governmental authorisation on incorporation no, except for specific business

6. Possibility of incorporation by means of proxies yes


61,500

8. Capital tax rate or stamp duty (if any) none


10. Minimum number of officers (e.g. director/secretary) 3 directors (or 2 if 2 shareholders)


12. Supervisory board requirement no

13. Works council requirement depending on size

14. Legal requirement for audit depending on size




no

17. Time period for filing annual accounts 1 month after approval

18. Is an annual general shareholders meeting required? yes


20. Availability of bearer shares yes

21. Availability of non-voting shares yes


23. Notarial requirement on transfer of shares no


no


yes (name and residential address)

26. Publicity of shareholding no

27. Standard corporation tax rate 33,99%


Bosnia and Herzegovina

1. Legal form of most common limited liability company d.o.o. (limited liability company; very similar to German/Austrian type GmbH)

2. Time to incorporate by law the minimum is 5 days, usually 10 to 90 days

3. Use of shelf companies yes, but uncommon

4. Notarial requirement on incorporation yes, obligatory

5. Separate governmental authorisation on incorporation for foreign investors it is obligatory to request permission from Ministry, which takes 7 to 15 days



2,000 Konvertibilna Marka (KM)= approx EUR 1,031 (exchange rate EUR 1= KM 1.995)

8. Capital tax rate or stamp duty (if any) no capital tax rate, just court fees KM 206 (1 founder) or KM 406 (2 or more founders)




12. Supervisory board requirement generally no; only yes if certain thresh-olds are exceeded or certain conditions are met

13. Works council requirement yes, if 15 or more employees





filing of annual accounts (regardless of audit requirement)

17. Time period for filing annual accounts 3 months after balance sheet date








yes, court and bank (by municipality or notary)


yes, local (name, personal number, address), foreigner (name, passport, address in BiH)


27. Standard corporation tax rate for d.o.o. founded before 31/12/2007 0% for 5 years; for all newly established companies 10%


Bulgaria

1. Legal form of most common limited liability company OOD/EOOD (when it is wholly owned)

2. Time to incorporate normally within 7 days of filing the docu-ments with the Commercial Registry, but may be 2 to 3 weeks due to work over-load of the Commercial Registry


4. Notarial requirement on incorporation some of the documents for incorporation need to be notarised




5000 BGN (approx EUR 2,556)






13. Works council requirement no



15. Publicity requirement for audited accounts depending on size


tax declaration

17. Time period for filing annual accounts 31 March if not consolidated; 30 June if consolidated

18. Is an annual general shareholders meeting required? yes, but can be replaced by resolutions in writing




22. Legal obligation to limit transfer of shares no/right of first refusal



yes


yes (name, date of birth, address)


27. Standard corporation tax rate 10%


Croatia

1. Legal form of most common limited liability company d.o.o. (limited liability company; verysimilar to German/Austrian type GmbH)

2. Time to incorporate not prescribed in law, butusually 10–21 days






EUR 2,700

8. Capital tax rate or stamp duty (if any) no capital tax rate, incorporation fees only




12. Supervisory board requirement generally no, only yes if certain thresh-olds are exceeded or certain conditions are met

13. Works council requirement yes, if 20 or more employees





filing of annual accounts(regardless of audit requirement)

17. Time period for filing annual accounts 3 months after balance sheet date








yes


yes (name and personal number)




Czech Republic

1. Legal form of most common limited liability company s.r.o.

2. Time to incorporate 5 working days

3. Use of shelf companies yes, but little advantage over incorporation


5. Separate governmental authorisation on incorporation no, but trade licence required prior to incorporation



EUR 8,000

8. Capital tax rate or stamp duty (if any) EUR 200 stamp duty for incorporation

9. Minimum number of shareholders 1 (2 if sole founder has only 1 shareholder)

10. Minimum number of officers (e.g. director/secretary) 1








yes

17. Time period for filing annual accounts 6 months for approval; filing to follow without undue delay



20. Availability of bearer shares there are no shares in s.r.o., only ownership interests



23. Notarial requirement on transfer of shares no, but officially verified – notarised signa-tures required on transfer agreement


yes


yes (name, date of birth and address)


27. Standard corporation tax rate 21% (20% as of 2009, 19% as of 2010)


Denmark

1. Legal form of most common limited liability company A/S or APS

2. Time to incorporate same day

3. Use of shelf companies yes, but online incorporation more common

4. Notarial requirement on incorporation no

5. Separate governmental authorisation on incorporation no



68,000 for A/S; 16,500 for APS





12. Supervisory board requirement depending on size

13. Works council requirement no, but if requested supervisory boardrepresentation in companies with a minimum of 35 employees





no

17. Time period for filing annual accounts no later than 5 monthsafter end of financial year

18. Is an annual general shareholders meeting required? after end of financial year



21. Availability of non-voting shares no for A/S; yes for APS




no


yes (limited)




England and Wales

1. Legal form of most common limited liability company limited

2. Time to incorporate 1 week (same day possible)

3. Use of shelf companies yes



6. Possibility of incorporation by means of proxies no


none

8. Capital tax rate or stamp duty (if any) 0.5% on transfer (minimum £10)






14. Legal requirement for audit yes, subject to threshold and activity




yes


18. Is an annual general shareholders meeting required? no, unless required by constitution


20. Availability of bearer shares unusual





yes


yes (all)




Finland

1. Legal form of most common limited liability company osakeyhtiö (Oy) (Finnish), aktiebolag (AB) (Swedish)

2. Time to incorporate 1–4 weeks from filing ofcomplete set of documents



5. Separate governmental authorisation on incorporation registration at the National Board ofPatents and Registration of Finland

6. Possibility of incorporation by means of proxies for the most part, yes


EUR 2,500



10. Minimum number of officers (e.g. director/secretary) 1 to 5 board members (if less than 3, at least one deputy required); managing director not mandatory

11. Resident director requirement 1 board member (+ 1 deputy, if any) resident in the EEA; managing director, if any, resident in the EEA; separate rep-resentative resident in Finland required if no legal representative resides in Finland



14. Legal requirement for audit yes; not mandatory for smaller compa-nies when certain conditions fulfilled, however




no

17. Time period for filing annual accounts 2 months from approval,i.e. 8 months from end of financial year








no


yes (except for business occupation)

26. Publicity of shareholding yes, but not public register



France

1. Legal form of most common limited liability company SA or SAS

2. Time to incorporate few days after receipt and review of fulldocumentation by authorities


4. Notarial requirement on incorporation no, unless real estate involved




EUR 37,000 (EUR 225,000 for listed SA)

8. Capital tax rate or stamp duty (if any) 1.1%, capped at EUR 4,00 per trans-feree (except for listed companies in the absence of a written agreement)

9. Minimum number of shareholders 7 for SA; 1 for SAS

10. Minimum number of officers (e.g. director/secretary) 3 for SA; 1 for SAS

11. Resident director requirement not for EU citizens

12. Supervisory board requirement no, except specific form of SA

13. Works council requirement yes, if employees exceed 49

14. Legal requirement for audit yes




yes

17. Time period for filing annual accounts 1 month after AGM, i.e. 6 months from end of financial year



20. Availability of bearer shares yes, but in principle only in listed SA

21. Availability of non-voting shares yes, but limited


23. Notarial requirement on transfer of shares not compulsory


no


yes (name, residentialaddress, place and date of birth)

26. Publicity of shareholding yes (through constitution)

27. Standard corporation tax rate approx. 33.33% (+ 3.3% for large companies)


Germany

1. Legal form of most common limited liability company GmbH

2. Time to incorporate minimum 3 weeks




6. Possibility of incorporation by means of proxies yes, only directors have to file for registration in person


EUR 25,000 (after October/November 2008, only EUR 1 for the so called ‘Unternehmer-gesellschaft’; in such a case, profits must be retained until EUR 25,000 is reached)

8. Capital tax rate or stamp duty (if any) notarial fees (depending on size; inexpensive after October/ November 2008 if standard documents used), incorporation fees



11. Resident director requirement no; non-EU residents must fulfil entry re-quirements

12. Supervisory board requirement yes, if employees exceed 500

13. Works council requirement yes, if at least 5 employees and requested by employees





no

17. Time period for filing annual accounts without delay after submission to shareholders for approval, but no later than 12 months








yes


yes (name)

26. Publicity of shareholding in principle, yes

27. Standard corporation tax rate 15.825%


Greece

1. Legal form of most common limited liability company S.A.

2. Time to incorporate provided that articles of association have been drafted (under a notarial deed), time for incorporation is:a) 1 day if the company’s share capital is less than EUR 3,000,000b) 5–20 days if the company’s share capital is more than EUR 3,000,000 (depending on the competent Prefecture and time for issuance of administrative approval by competent Prefecture; see also 5, below)



5. Separate governmental authorisation on incorporation administrative approval issued by com-petent Prefecture only required when initial share capital of the S.A. is more than EUR 3,000,000



EUR 60,000

8. Capital tax rate or stamp duty (if any) 1% upon incorporation


10. Minimum number of officers (e.g. director/secretary) 3; please note a legal entity can be a member of the BoD, represented by a natural person

11. Resident director requirement yes


13. Works council requirement yes, depending on the numberof company employees

14. Legal requirement for audit Yes; a regular audit is not required, however, if the S.A. does not have an annual turnover of EUR 1,000,000 and does not meet 2 of the 3 following cri-teria a) balance sheet of EUR 2,500,000 b) net turnover of EUR 5,000,000 c) 50 employees




yes

17. Time period for filing annual accounts 6 months after the end of the fiscal year


19. Legal requirements for letterhead no






yes


yes




Hungary

1. Legal form of most common limited liability company KFT

2. Time to incorporate 15 working days or 1 hour (in case of the establishment of a KFT on basis of articles of association template as set out in applicable law)


4. Notarial requirement on incorporation generally, no

5. Separate governmental authorisation on incorporation no, other than specific business



EUR 2,000

8. Capital tax rate or stamp duty (if any) registration fee: EUR 420 or EUR 60 (in case of establishment of KFT on basis of articles of association template as set out in applica-ble law)



11. Resident director requirement financial institutions and certain investment service providers

12. Supervisory board requirement yes, if employees exceed 200

13. Works council requirement yes, if employees exceed 50

14. Legal requirement for audit yes, if number of employees exceeds 50 or net income exceeds EUR 380,000




no

17. Time period for filing annual accounts within 150 days of balance sheet date of subject year (in case of consolidated annual reports, within 180 days of balance sheet date)








no


yes (name, residential address, mother’s first name and mother’s maiden name)


27. Standard corporation tax rate 16% + 4% solidarity tax


Ireland

1. Legal form of most common limited liability company Private Company, limited by shares

2. Time to incorporate 5–20 working days; 5–10 days with Compa-nies Registration pre-approved documents on disc; up to 20 days for non-approved Companies Registration documents


4. Notarial requirement on incorporation only in circumstances where incorporation documents executed outside the state




EUR 0.01 but more usually EUR 1.00

8. Capital tax rate or stamp duty (if any) 1% stamp duty on transfer, no capital duty on allotments



11. Resident director requirement yes; alternatively, proposed company may enter into an insurance bond lodged at Com-panies Registration Office







yes




20. Availability of bearer shares not for private companies (public companies only)


22. Legal obligation to limit transfer of shares yes



no; only signature needs to be witnessed


yes (all these must be made public at Com-panies Registration Office, and each director must list all other Irish directorships, up to maximum of 25 directorships per director)

26. Publicity of shareholding yes – annual filing necessary stating share-holder details

27. Standard corporation tax rate 12.5% on Irish trading profits; 25% on other profits; 20% on capital gains


Italy

1. Legal form of most common limited liability company SRL




5. Separate governmental authorisation on incorporation no, other than specific business



EUR 10,000

8. Capital tax rate or stamp duty (if any) EUR 168










yes

17. Time period for filing annual accounts within 150 days of end of financial year (120 days for approval plus 30 days for filing)



20. Availability of bearer shares no (no shares, but quotas)





yes


yes


27. Standard corporation tax rate 27.5% IRES; 3.9% IRAP


Luxembourg

1. Legal form of most common limited liability company SCA/Sàrl/SA

2. Time to incorporate 7 days, provided bank compliance



5. Separate governmental authorisation on incorporation no, except when qualifying as SIF/SICAR (for specific business), CSSF authorisation required



EUR 31,000 for SCA and SA; EUR 12,500 for Sàrl

8. Capital tax rate or stamp duty (if any) 0.5% on capital and share premium, since 1 January 2008

9. Minimum number of shareholders 2 shareholders for SCA and SA; 1 partner for Sàrl

10. Minimum number of officers (e.g. director/secretary) 1 manager (which must be the general part-ner) for SCA; 1 manager for Sàrl; 3 directors for SA (1 if there is only 1 shareholder)

11. Resident director requirement no, but recommended

12. Supervisory board requirement 3 statutory auditors for SCA; none for Sàrl; 1 statutory auditor (commissaire au compte) for SA

13. Works council requirement yes, if the company has habitually employed a minimum of 150 people during last 3 years

14. Legal requirement for audit yes, if threshold between statutory and inde-pendent auditors as provided for in article 35 of the law of 19 December 2002 is met




no, other than expenses for incorporation and annual tax returns (including the Cham-ber of Commerce contribution)

17. Time period for filing annual accounts 1 month after approval

18. Is an annual general shareholders meeting required? yes, for approval of annual accounts 6 months after year end


20. Availability of bearer shares yes, for SA and SCA

21. Availability of non-voting shares yes, for SA and SCA

22. Legal obligation to limit transfer of shares no, other than Sàrl (where transfer needs to be approved by 75% of the share capital)



no


yes (name, date and place of birth, residentialaddress and business occupation)

26. Publicity of shareholding no, other than Sàrl (included in registration)

27. Standard corporation tax rate 29.63% (maximum aggregate rate for corpo-rate income tax, municipal business tax)


The Netherlands

1. Legal form of most common limited liability company B.V.

2. Time to incorporate 5 days minimum



5. Separate governmental authorisation on incorporation yes


7. Approximate minimum capital requirement (in Euro, depending on exchange rate)

EUR 18,000

8. Capital tax rate or stamp duty (if any) no










yes

17. Time period for filing annual accounts 8 days after adoption but neverlater than 13 months after year end








yes


yes

26. Publicity of shareholding yes, if only one shareholder

27. Standard corporation tax rate 20% (up to and including EUR 40,000)23% (more than EUR 40,000, up to andincluding EUR 200,000)25.5% (more than EUR 200,000)


Norway

1. Legal form of most common limited liability company AS and ASA

2. Time to incorporate 3 days to 6 weeks






EUR 12,250 for AS; EUR 122,500 for ASA



10. Minimum number of officers (e.g. director/secretary) AS: 1 board member, 0 officersASA: 3 board members, 1 officer (CEO)

11. Resident director requirement yes, but not for EFTA or EU citizens







no









no


yes




Poland

1. Legal form of most common limited liability company Sp. z.o.o.

2. Time to incorporate 4–6 weeks






EUR 12,500

8. Capital tax rate or stamp duty (if any) 0.5% tax on conclusion of articles of association and increasing share capital; 1% tax on transfer of shares; stamp duty on registration of company and changes in register approx. EUR 35-350




12. Supervisory board requirement depending on number of shareholders and size






yes, for annual accounts

17. Time period for filing annual accounts 15 days after approval








yes






Portugal

1. Legal form of most common limited liability company Lda. (Private limited liability company/ socie-dade por quotas)

2. Time to incorporate 1 day; online procedure available



5. Separate governmental authorisation on incorporation only for very limited sectors of activity



EUR 5,000

8. Capital tax rate or stamp duty (if any) 0.4% on share capital (stamp duty)


10. Minimum number of officers (e.g. director/secretary) 1 manager








no

17. Time period for filing annual accounts 3 months after approval of the accounts (which must occur within 3 months of end of financial year)

18. Is an annual general shareholders meeting required? yes, within 3 months of end of financial year



21. Availability of non-voting shares unusual

22. Legal obligation to limit transfer of shares transfer of shares depends on company’s approval



no


yes (name, nationality, marital status, ad-dress and tax payer number)

26. Publicity of shareholding yes (in Commercial Registry)



Romania

1. Legal form of most common limited liability company S.R.L.

2. Time to incorporate one week from submission of relevant documents


4. Notarial requirement on incorporation generally no (required for proxies, state-ments and, in certain cases, - articles of association)




EUR 50

8. Capital tax rate or stamp duty (if any) EUR 150 average incorporation tax


10. Minimum number of officers (e.g. director/secretary) none



13. Works council requirement depends on number of employees

14. Legal requirement for audit generally no; depends on size




yes

17. Time period for filing annual accounts 15 days from approval, but nolater than 150 days from year-end





22. Legal obligation to limit transfer of shares approval of shareholders representing75% of the share capital necessary for transfers of shares to third parties



yes (directors only)






Russia

1. Legal form of most common limited liability company O.O.O.



4. Notarial requirement on incorporation yes, for translations and ancillary docu-ments

5. Separate governmental authorisation on incorporation yes, for certain business activities

6. Possibility of incorporation by means of proxies yes, with exception –of execution of application form by director or founder; see also point 24.


300



10. Minimum number of officers (e.g. director/secretary) 1 (can be sole shareholder)

11. Resident director requirement unusual





15. Publicity requirement for audited accounts yes, if proceeds or total assets exceed certain limits


yes

17. Time period for filing annual accounts 90 days








yes


no




Serbia

1. Legal form of most common limited liability company D.O.O.

2. Time to incorporate 5 working days


4. Notarial requirement on incorporation yes (court notarisation)




EUR 500

8. Capital tax rate or stamp duty (if any) notarisation and registration fees upto EUR 350, depending on amountof subscribed share capital


10. Minimum number of officers (e.g. director/secretary) 1 managing director








no

17. Time period for filing annual accounts 2 months (4 months for consolidated accounts)

18. Is an annual general shareholders meeting required? yes, unless only one shareholder




22. Legal obligation to limit transfer of shares preemptive right for companyand existing shareholders

23. Notarial requirement on transfer of shares court notarisation required


yes


yes




Slovakia

1. Legal form of most common limited liability company s.r.o.



4. Notarial requirement on incorporation no notarial deed needed, only verifiedsignature(s) of founder(s) on memorandum of association

5. Separate governmental authorisation on incorporation no, but trade licence required prior to incorporation



EUR 5,000


9. Minimum number of shareholders 1 (2 if sole founder only has 1 shareholder)


11. Resident director requirement not for officers/executives fromEU member state or OECD members



14. Legal requirement for audit after fulfilment of 2 out of 3 conditions: (1) total amount of assets exceeding SKK 20,000,000; (2) net turnover exceeding SKK 40,000,000; (3) average calculated number of employees in respective ac-counting period exceeding 20


15. Publicity requirement for audited accounts yes, in Commercial Bulletin


yes

17. Time period for filing annual accounts within 30 days of approval



20. Availability of bearer shares no shares in s.r.o. (ownership interest)



23. Notarial requirement on transfer of shares no (officially verified only – notarisedsignatures on contract of transfer ofownership interest)


yes


yes (name, date of birth and address)




Slovenia

1. Legal form of most common limited liability company d.o.o. (limited liability company; very similar to German/Austrian type GmbH)

2. Time to incorporate not prescribed by law; between 5 and 21 days from February 2008






EUR 7,500

8. Capital tax rate or stamp duty (if any) no capital tax rate, just notary fees





13. Works council requirement yes, if company has 20 employees or more

14. Legal requirement for audit depends on size




filing of annual accounts (regardless of audit requirement) and respective fee

17. Time period for filing annual accounts 3 months after balance sheet date; 8 months after balance sheet date for annual accounts for which auditing required





22. Legal obligation to limit transfer of shares shareholders have right of preemption, although this can be derogated from articles of association



yes




27. Standard corporation tax rate 22% in 2008; 21% in 2009; 20% from 2010 onwards


Spain

1. Legal form of most common limited liability company SA; SRL

2. Time to incorporate 1 week (3 weeks for registration)



5. Separate governmental authorisation on incorporation depending on business



EUR 60,101.21 for SA; EUR 3,005.06 for SRL

8. Capital tax rate or stamp duty (if any) 1%



11. Resident director requirement yes, NIE (Número de Identificaión de Extranjeros - Foreigner Identification Number) for each foreign director required upon incorporation



14. Legal requirement for audit yes, subject to threshold




yes

17. Time period for filing annual accounts 1 month after approval by GSM

18. Is an annual general shareholders meeting required? yes, within 6 months of end of each financial year


20. Availability of bearer shares yes for SA; no for SRL

21. Availability of non-voting shares yes for SA; no for SRL

22. Legal obligation to limit transfer of shares no for SA; yes for SRL

23. Notarial requirement on transfer of shares yes, except registered shares in SA


yes


yes

26. Publicity of shareholding only upon incorporation (and under some forms of share capital increase in SRL); not subsequent transfer



Sweden

1. Legal form of most common limited liability company aktiebolag (AB)




5. Separate governmental authorisation on incorporation registration at the Swedish Companies Registration Office



EUR 11,000 (SEK 100,000)



10. Minimum number of officers (e.g. director/secretary) 1 and 1 deputy for private limited companies

11. Resident director requirement majority of directors must be EEA residents


13. Works council requirement not applicable, but statutory requirements exist regarding co-determination





no

17. Time period for filing annual accounts the annual accounts are adopted at the gen-eral meeting of shareholders; certified copies of annual report then to be sent to Swedish Companies Registration Office within 1 month from general meeting; if this is delayed, a fee may be charged after 7 months, and personal liability after 15 months





22. Legal obligation to limit transfer of shares possible to include preemption rights (rights to receive prior option of the purchase and reservations for approval of company in articles of association)



no






Switzerland

1. Legal form of most common limited liability company Aktiengesellschaft (AG) or GmbH

2. Time to incorporate 1 week



5. Separate governmental authorisation on incorporation Commercial Registry verifies incorporation requirements before registration; separate governmental authorisations required for regulated companies only



AG: EUR 62,260GmbH: EUR 12,450

8. Capital tax rate or stamp duty (if any) capital taxes range from 0.07–0.6% (ordinary taxation) and from 0.006–0.3% (privileged taxation)1% stamp duty on any kind of equity con-tributions; the first CHF 1,000,000 of share capital are exempt from stamp duty; reor-ganisations may be stamp duty tax exempt



11. Resident director requirement no, but at least 1 person registered with the Commercial Registry and domiciled in Switzerland must be able to represent the company


13. Works council requirement in medium/big enterprises, a certain number of employees may propose to elect employees’ representatives; no statutory requirements for co-determination; employers must only inform employees (or their representatives) in certain cases, and in limited cases ask them to submit proposals

14. Legal requirement for audit depending on size and importance of a com-pany, either full audit or review; very small entities may waive duty to audit


15. Publicity requirement for audited accounts AG: only for listed AGs; GmbH: none


no (other than for regulated companies)

17. Time period for filing annual accounts no requirement for filing

18. Is an annual general shareholders meeting required? yes (plenary meeting possible)


20. Availability of bearer shares AG: yes; GmbH: no

21. Availability of non-voting shares AG: yes (participation/profit sharing certifi-cates); GmbH: yes (profit sharing certificates only)

22. Legal obligation to limit transfer of shares AG: no, but shareholders may agree to restrict transferability of sharesGmbH: yes, but articles of incorporation may provide for derestriction



yes (once upon first registration)


yes (name, nationality, domicile, signatory power; remuneration/loans in case of public AGs)

26. Publicity of shareholding only GmbHs required to register shareholders/ shareholdings in Commercial RegistryShareholders of listed AGs must notify any acquisition and sale of shares (or acquisition/sale rights) exceeding or falling below certain thresholds of voting rights

27. Standard corporation tax rate effective tax rate varying from 12.7–26%; holding, mixed and domiciliary company privileges and other tax incentives (tax holi-days) available


Ukraine

1. Legal form of most common limited liability company T.O.V. (limited liability company)

2. Time to incorporate 2 weeks

3. Use of shelf companies yes, in certain cases

4. Notarial requirement on incorporation yes, for translations and ancillary documents

5. Separate governmental authorisation on incorporation yes, for certain business activities



EUR 7,000




11. Resident director requirement unusual



14. Legal requirement for audit yes, in certain cases


15. Publicity requirement for audited accounts no


yes

17. Time period for filing annual accounts 50 days








yes


no






CMS Offices

Austria Vienna CMS Reich-Rohrwig Hainz Ebendorferstrasse 3 1010 Vienna, Austria T + 43 1 40 443 0 F + 43 1 40 443 9000

Belgium Brussels CMS DeBacker Chaussée de la Hulpe 178 1170 Brussels, Belgium T + 32 2 743 69 00 F + 32 2 743 69 01

Bulgaria Sofia CMS Cameron McKenna 14 Tsar Osvoboditel Blvd., Floor 1 1000 Sofia, Bulgaria T + 359 2 921 99 21 F + 359 2 921 99 29

Bosnia and Herzegovina Sarajevo CMS Reich-Rohrwig Hainz d.o.o. Ul. Fra Andela Zvizdovica 1 71000 Sarajevo, Bosnia and Herzegovina T +387 33 29 64 08 F +387 33 29 64 10

Croatia Zagreb CMS Zagreb Ilica 1 10000 Zagreb, Croatia T + 385 1 4825 600 F + 385 1 4825 601

Czech Republic Prague CMS Cameron McKenna v.o.s. Karolíny Svétlé 25 110 00 Prague 1, Czech Republic T + 420 2 967 98 111 F + 420 2 210 98 000

England and Wales London CMS Cameron McKenna LLP Mitre House 160 Aldersgate Street London EC1A 4DD, England T + 44 20 7367 3000 F + 44 20 7367 2000

France Paris CMS Bureau Francis Lefebvre 1-3 villa Emile Bergerat 92522 Neuilly-Sur-Seine Cedex, France T + 33 1 47 38 55 00 F + 33 1 47 38 55 55

Germany Berlin CMS Hasche Sigle Lennéstrasse 7 10785 Berlin, Germany T +49 30 203 60 0 F +49 30 203 60 2000

Hungary Budapest Ormai és Társai CMS Cameron McKenna YBL Palace Károlyi Mihály utca 12 1053 Budapest, Hungary T + 36 1 483 4800 F + 36 1 483 4801

Italy Rome CMS Adonnino Ascoli & Cavasola Scamoni Via Agostino Depretis 86 00184 Rome, Italy T + 39 06 478 151 F + 39 06 483 755

The Netherlands Utrecht CMS Derks Star Busmann Newtonlaan 203, 3584 BH Utrecht The Netherlands T + 31 30 2121 111 F + 31 30 2121 333

For further information on the CMS Corporate Group please contact your usual

CMS partner or any of the following offices:


Poland Warsaw CMS Cameron McKenna Dariusz Greszta Spółka Komandytowa Warsaw Financial Centre XVIII Floor Ul. Emilii Plater 5300113 Warsaw, Poland T + 48 22 5205 555 F + 48 22 5205 556

Romania Bucharest CMS Cameron McKenna SCA S-Park 11-15, Tipografilor Street B3-B4, 4th Floor District 1 013714 Bucharest, Romania T +40 21 407 3800, T +40 750 111 800 F +40 21 407 3900, F +40 750 111 900

Russia Moscow CMS Cameron McKenna LLP Kesco House Korobeynikov Pereoulok 1 bldg 1A 119034 Moscow, Russia T +7 495 258 50 00 F +7 495 258 51 00

Serbia Belgrade CMS Reich-Rohrwig Hasche Sigle d.o.o. Cincar Jankova 3 11000 Belgrade, Serbia T +381 11 32 08 900 F +381 11 30 38 930

Slovakia Bratislava CMS Reich-Rohrwig Hainz Joint office with CMS Cameron McKenna in cooperation with JUDr. Jaroslav Ružicka Kapitulská 15 811 01 Bratislava, Slovakia T + 421 2 544 33 490 F + 421 2 544 35 906

Slovenia Ljubljana CMS Reich-Rohrwig Hainz Tomšiceva 1 1000 Ljubljana, Slovenia T +386 1 620 5210 F +386 1 620 5211

Spain Madrid CMS Albiñana & Suárez de Lezo Calle Génova, 27 28003 Madrid, Spain T + 34 91 451 9300 F + 34 91 399 3070

Switzerland Zurich CMS von Erlach Henrici AG Dreikönigstrasse 7 Postfach, CH 8022 Zurich, Switzerland T + 41 1 285 11 11 F + 41 1 285 11 22

Ukraine Kyiv CMS Cameron McKenna 6th Floor, 38 Volodymyrska Street 01034 Kyiv, Ukraine T +380 44 391 3377 F +380 44 391 3388

© C

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CMS is the organisation of independent European law and tax firms of choice for organisations based in, or looking to move into, Europe.

CMS provides a deep local understanding of legal, tax and business issues and delivers client-focused services through a joint strategy executed

locally across 28 jurisdictions with 56 offices in Western and Central Europe and beyond. CMS was established in 1999 and today comprises

nine CMS firms, employing over 2,200 lawyers and is headquartered in Frankfurt, Germany.

CMS nine member firms are: CMS Adonnino Ascoli & Cavasola Scamoni (Italy); CMS Albiñana & Suárez de Lezo (Spain); CMS Bureau Francis

Lefebvre (France); CMS Cameron McKenna LLP (UK); CMS DeBacker (Belgium); CMS Derks Star Busmann (Netherlands);CMS von Erlach

Henrici AG (Switzerland); CMS Hasche Sigle (Germany) and CMS Reich-Rohrwig Hainz (Austria).

CMS offices and associated offices:

Amsterdam, Berlin, Brussels, London, Madrid, Paris, Rome, Vienna, Zurich, Aberdeen, Algiers, Antwerp, Arnhem, Beijing, Belgrade,

Bratislava, Bristol, Bucharest, Budapest, Buenos Aires, Casablanca, Cologne, Dresden, Duesseldorf, Edinburgh, Frankfurt, Hamburg, Kyiv, Leipzig,

Ljubljana, Lyon, Marbella, Milan, Montevideo, Moscow, Munich, New York, Prague, Sao Paulo, Sarajevo, Seville, Shanghai, Sofia, Strasbourg,

Stuttgart, Utrecht, Warsaw and Zagreb.

The members of CMS are in association with The Levant Lawyers with offices in Beirut, Abu Dhabi, Dubai and Kuwait.

www.cmslegal.com

Documents

European inward investment guide...European inward investment guide – July 2008 – 12 Bulgaria 1. Legal form of most common limited liability company OOD/EOOD (when it is wholly