Establishing a Business in... Country Q&A Tool

1. What is the legal system in your jurisdiction based on (for example, civil law, common law or a mixture of both)?

2. What are the main forms of business vehicle used in your jurisdiction? What are the advantages and disadvantages of each vehicle?

3. What are the most common options for foreign companies establishing a business presence in your jurisdiction?

4. How can an overseas company trade directly in your jurisdiction?

5. What are the formalities for setting up a partnership?

6. What are the formalities for setting up a joint venture?

7. Are trusts available in your jurisdiction?

8. How is a private limited liability company or equivalent corporate vehicle most commonly used by foreign companies to establish a business in your jurisdiction formed?

9. What financial reports must the company submit each year?

10. What are the statutory trading disclosure and publication requirements for private companies?

11. How do companies execute contracts or deeds?

12. Are there any restrictions on the minimum and maximum number of members?

13. Is there a minimum investment amount or minimum share capital requirement for company formation?

14. Are there restrictions on the transfer of shares in private companies?

15. What protections are there for minority shareholders under local law? Can additional protections be given?

16. Are there any statutory restrictions on quorum or voting requirements at shareholder meetings? Do quorum or voting rights need to be proportionate to shareholdings?

17. Are specific voting majorities required by law for any corporate actions (for example, increasing share capital, changing the company's constitution, appointing and removing directors, and so on)?

18. Can voting majorities required by law be disapplied to protect a minority shareholder (for example, through class rights or weighted voting)?

19. What are the conditions or restrictions on establishing a business in specific industry sectors? Are there industry sectors in which it is not permitted to establish a business?

20. Are there any restrictions on foreign shareholders?

21. Are there any exchange control or currency regulations?

22. Are there restrictions on foreign ownership or occupation of real estate, or on foreign guarantees or security for ownership or occupation?

23. Are there any general restrictions or requirements on the appointment of directors?

24. What are the legal requirements for the composition of a company's board of directors?

25. What are the requirements for a business to reregister as a public company?

26. What main taxes are businesses subject to in your jurisdiction?

27. What are the circumstances under which a business becomes liable to pay tax in your jurisdiction?

28. What is the tax position when profits are remitted abroad?

29. What thin-capitalisation rules and transfer pricing rules apply?

30. Are grants or tax incentives available for companies establishing a business in your jurisdiction?

31. What are the main laws regulating employment relationships?

32. What prior approvals (for example, work permits, visas, and/or residency permits) do foreign nationals require to work in your jurisdiction?

33. Are there any impending developments or proposals for reform?