Business & Corporate

Pre-2021 commercial codes applied unevenly

The Commercial Code and 2016 Company Law formally remain, and the registry at ACBR still issues licences, but application depends on local officials. Banking is severely constrained by sanctions and correspondent-banking withdrawal.

Foreign-owned entities can in principle register, but currency controls, the central bank's loss of access to foreign reserves and interest-based lending being treated as impermissible have reshaped practice more than any statutory change. Interest-bearing loans are widely avoided in favour of Islamic finance structures.

The Entrepreneurs and Companies Act with fast NBC registration

Company law follows the Act on Entrepreneurs and Commercial Companies, aligned with EU directives. The shpk (limited liability company) requires minimal capital and registers through the National Business Center one-stop shop.

Beneficial-ownership registration is mandatory and enforced with significant fines for late or inaccurate filing.

A 1975 commercial code, with the 51/49 rule now limited to strategic sectors

Company law sits in the 1975 Commercial Code. The rule requiring majority Algerian ownership of foreign investments was repealed generally in 2020 and now applies only to defined strategic sectors.

The 51/49 rule is the single most misdescribed feature of Algerian business law. It required Algerian majority ownership of all foreign investment from 2009, was abolished for most sectors by the 2020 finance law, and now survives only for a defined list of strategic activities including hydrocarbons, mining, defence-related industry, railways, ports and pharmaceutical manufacturing in part; advice that states it applies universally is out of date, and advice that states it is gone entirely is also wrong. Law 22-18 restructured the investment framework, created a one-stop shop and guaranteed transfer of profits for qualifying projects. Exchange control remains tight and repatriation is the practical constraint. Import and distribution activity has separate restrictions that have shifted repeatedly with finance laws.

Company law under Llei 20/2007 with fully opened foreign investment

Companies are governed by the 2007 Act on limited liability and public companies. Foreign investment was liberalised in 2012, allowing full non-resident ownership subject to prior authorisation.

Company activity is tied to the specific commercial authorisation granted, so expanding into a new line of business needs a fresh filing.

Lei das Sociedades Comerciais with a private-investment regime and local content

Company law rests on the Lei das Sociedades Comerciais (Lei 1/04), following the Portuguese model with the sociedade por quotas and sociedade anónima as the principal forms. The Private Investment Law (Lei 10/18) removed the general requirement for an Angolan partner outside reserved sectors, and petroleum and mining have their own dedicated local-content regimes.

Angolan commercial law is Portuguese in structure and oil-driven in practice. The 2018 investment law was a deliberate liberalisation after years of mandatory local partnership, but the sector-specific petroleum rules — including Sonangol's historical concessionaire role — remain the operative constraint for the largest transactions.

Companies Act 1995 with an international business corporation regime

The Companies Act 1995 adopts the CARICOM harmonised model with articles of incorporation and no ultra vires doctrine, administered by the Intellectual Property and Commerce Office. The International Business Corporations Act supports a separate offshore sector regulated by the Financial Services Regulatory Commission. Insolvency is governed by the Bankruptcy Act together with the winding-up provisions of the Companies Act.

The offshore sector has been substantially reshaped by economic substance requirements and automatic information exchange, so an international business corporation now has to demonstrate real activity for certain income types rather than merely hold a licence. Anyone inheriting a legacy structure should confirm both its filing status and whether it still meets substance rules, because struck-off entities are common.

Sociedad anónima and SAS incorporation under the Ley General de Sociedades

Companies are governed by Ley 19.550, the Ley General de Sociedades. The common vehicles are the sociedad anónima (SA) and the sociedad de responsabilidad limitada (SRL). Ley 27.349 added the sociedad por acciones simplificada (SAS), designed for fast electronic incorporation. Registration is with the provincial registry — the Inspección General de Justicia in the City of Buenos Aires — and a tax identification number (CUIT) must be obtained from AFIP.

Argentina merged its civil and commercial codes in 2015 into the Código Civil y Comercial, so general contract and obligation rules now sit in a single instrument alongside the separate companies statute. The SAS was introduced to compete with regional startup vehicles by allowing a single shareholder, electronic bylaws and digital corporate books, though subsequent regulatory changes have tightened some of its original flexibility.

Limited liability companies and joint-stock companies with fast registration

The Law on Limited Liability Companies and the Law on Joint-Stock Companies provide the main corporate forms. Registration through the State Register of Legal Entities is quick and can be completed electronically.

The limited liability company is the standard vehicle, with no meaningful minimum capital requirement, while joint-stock companies are used where shares must be freely transferable or publicly traded. Registration is handled by the State Register under the Ministry of Justice and is typically completed within days. Armenia's membership of the Eurasian Economic Union governs customs and a range of technical regulation, while its Comprehensive and Enhanced Partnership Agreement with the European Union drives regulatory approximation in other areas — the two frameworks operate simultaneously and occasionally pull in different directions.

Corporations Act 2001 administered nationally by ASIC

A single national corporations regime administered by ASIC under the Corporations Act 2001, built on a referral of state power. Incorporation is same-day online, and every director must now hold a director identification number.

The proprietary limited company (Pty Ltd) is the standard vehicle: one director resident in Australia is enough, there is no minimum capital, and registration is completed online through ASIC. Directors owe statutory duties of care, good faith and proper purpose under ss. 180-184, and the insolvent trading prohibition in s. 588G exposes a director to personal liability for debts incurred while the company is insolvent — the safe-harbour provisions in s. 588GA give limited protection where a restructuring plan is being pursued. Since 2021 all directors must verify identity and obtain a director identification number, which follows them across every company they serve.

A cheaper GmbH since 2024 — and a new flexible company alongside it

From 1 January 2024 the minimum share capital of the GmbH fell to EUR 10,000, of which at least EUR 5,000 must be paid in cash, and a new hybrid form, the Flexible Company (FlexKapG/FlexCo), was introduced to make employee share participation easier. Companies are formed by notarial deed and entered in the commercial register (Firmenbuch).

The 2024 reform lowered the barrier to forming a GmbH and abolished the older founding-privilege regime by simply cutting the headline minimum. The FlexCo is aimed squarely at start-ups wanting to grant staff equity.

LLCs and joint-stock companies with ASAN single-window registration

The Civil Code contains the corporate law provisions. The limited liability company is the dominant form, and registration is handled through the Ministry of Taxes and the ASAN service centres, often within a single working day.

Unlike many civil law systems, Azerbaijan places its core company law in the Civil Code rather than a standalone companies act. The limited liability company has no minimum capital requirement and can be formed with a single member. Registration through the ASAN single-window centres is fast and largely electronic. Investment promotion certificates confer tax and customs relief on qualifying projects. The Alat Free Economic Zone, established in 2023, operates under its own legal regime with an independent dispute resolution body and is a deliberate attempt to create a common-law-flavoured enclave for major investment.

Full foreign ownership in most sectors, with no local partner requirement

Bahrain permits one hundred per cent foreign ownership across most of the economy without a local partner, and has done so longer than its neighbours.

Bahrain's early liberalisation of foreign ownership was a deliberate strategy to compete as a regional financial centre before Dubai and Doha built their free zones, and it means Bahrain achieves the same result onshore that its neighbours achieve inside enclaves, with no separate legal jurisdiction to navigate. Company formation is comparatively quick and the Central Bank of Bahrain is a single unified financial regulator. The 2018 Bankruptcy Law introduced a Chapter 11 style reorganisation procedure that was the first of its kind in the region.

1994 Companies Act with an active one-stop investment registry

Companies are formed under the Companies Act 1994 through the RJSC registry. BIDA provides one-stop registration for foreign investors, and 100 percent foreign ownership is permitted in most sectors.

A private limited company needs two shareholders and two directors with no minimum capital, though foreign-owned entities in practice remit inward capital to support a work-permit application. Export processing zones and economic zones offer tax holidays and exemption from some labour provisions. Repatriation of dividends requires Bangladesh Bank clearance through an authorised dealer.

Companies Act with a converged international business regime

The Companies Act, Cap. 308 follows the Canadian model and governs incorporation, with registration at the Corporate Affairs and Intellectual Property Office. Following the 2018 to 2019 reforms responding to international tax standards, the former offshore International Business Companies regime was repealed and rates converged, so domestic and international companies are taxed on the same sliding scale. Societies with restricted liability remain available under their own Act.

The convergence reform is the fact most often out of date in older advice: grandfathered IBC licences have run off, so structuring on the assumption of a separate low-tax offshore vehicle is no longer correct. Barbados instead relies on its treaty network and on economic substance requirements, which must be met and reported annually.

A 2021 recodified companies regime and the High-Tech Park

Business is governed by the Civil Code and the Law on Business Companies, substantially amended in 2021. The unitary enterprise and the OOO are the common vehicles, and the High-Tech Park offers a special tax and currency regime for technology residents.

International sanctions now dominate practical structuring: payment routing, correspondent banking and software export licensing matter more than the domestic registration formalities.

One flexible company code since 2019, with no minimum capital for a BV/SRL

The Code of Companies and Associations, in force from 1 May 2019, cut the number of company forms and made the BV/SRL the default vehicle. Its most striking change was abolishing the fixed minimum capital for that form: instead of depositing a set sum, founders must show in a written financial plan that the company has enough starting assets for its planned activity. The public limited company (NV/SA) still requires EUR 61,500.

The financial plan is not a formality: it is filed with the notary and becomes the reference point if the company fails early, so it should be prepared with an accountant. Enterprise data, including directors and annual accounts, is publicly searchable in the Crossroads Bank register.

One companies statute since the 2022 Business Companies Act

Belize consolidated its domestic and offshore company regimes. The Belize Companies Act 2022 replaced the old Companies Act and the International Business Companies Act, ending the ring-fenced IBC after OECD and EU pressure, and introducing economic substance requirements.

Existing IBCs were transitioned to the 2022 Act and must comply with the new filing and substance rules. A registered agent is mandatory, and Belize's removal from the EU Annex II list depends on continued compliance, so filings should not be allowed to lapse.

OHADA Uniform Acts as directly applicable commercial law, with the CCJA as final appeal

Commercial law is not primarily national. The OHADA Uniform Acts apply directly and take precedence over conflicting domestic provisions, and the Cour commune de justice et d'arbitrage (CCJA) in Abidjan — not the national supreme court — is the final instance on their interpretation. Benin channels formalities through the Agence de Promotion des Investissements et des Exportations (APIEx), which operates a single-window company formation service.

OHADA (Organisation pour l'harmonisation en Afrique du droit des affaires) is a treaty organisation of seventeen mainly francophone African states that legislates directly for its members through Uniform Acts. Because those Acts are self-executing and supreme over national commercial law, a practitioner in any member state works from the same commercial code as a practitioner in any other — the meaningful national variation lies in the courts, the registries and the tax treatment, not in the substantive company or security law.

2016 Companies Act with tight foreign investment screening

Companies register under the Companies Act 2016. Foreign investment requires approval under the FDI Policy, with minimum capital thresholds and sector restrictions, and many activities are reserved for Bhutanese nationals.

Foreign equity is generally capped below full ownership outside priority sectors, and minimum investment thresholds differ between manufacturing and services. Bhutan's small market means most foreign activity is in hydropower, tourism and IT-enabled services. Licensing runs through the Ministry of Industry, Commerce and Employment, and a local partner is required for many categories.

Código de Comercio companies registered through SEPREC

Companies are formed under the 1977 Código de Comercio, commonly as a sociedad de responsabilidad limitada or sociedad anónima. Registration moved in 2022 from the concessionaire FUNDEMPRESA to the state Servicio Plurinacional de Registro de Comercio (SEPREC), which operates an electronic registry. A NIT is obtained from the Servicio de Impuestos Nacionales.

The 2022 transfer of the commercial registry from a private concessionaire to the state SEPREC changed procedures, fees and online systems, so guidance referring to FUNDEMPRESA is out of date. Foreign investment is governed by Ley 516 of 2014, which requires that investment contribute to the state development plan and channels dispute resolution primarily to domestic fora, Bolivia having withdrawn from ICSID in 2007.

Entity-level company law with separate registers in each entity

There is no single state company law: the Federation of BiH and Republika Srpska each have their own Companies Act and court or agency register. The d.o.o. is the standard vehicle in both, with differing capital requirements.

Operating across the whole country usually means dealing with two separate regulatory and registration systems in parallel.

Companies Act 2003 with CIPA registration and an IFSC concessionary regime

The Companies Act 2003 governs incorporation, administered by the Companies and Intellectual Property Authority (CIPA). Botswana operates an International Financial Services Centre regime offering a reduced corporate rate to approved companies serving non-residents, which is the main reason for the jurisdiction's use in regional holding structures.

Company law is Roman-Dutch in its underlying private-law concepts but the Companies Act itself is a modern statute drawing on New Zealand and South African models, including a solvency-based approach to distributions rather than the older capital-maintenance rules.

Código Civil company forms plus the 2019 Economic Freedom Law

Brazilian company law sits in the 2002 Código Civil for limited liability companies (sociedade limitada) and in Lei 6.404/1976 for corporations (sociedade anônima). The sociedade limitada is the default vehicle for closely held business and, since Lei 13.874/2019, may be formed and run by a single quotaholder, which removed the need for a nominal second partner. Registration is at the state Junta Comercial, and the CNPJ tax number is issued by the Receita Federal.

The practical distinction between the limitada and the sociedade anônima is disclosure and access to capital: the anônima can issue tradeable shares and, if publicly held, answers to the CVM, while the limitada is governed by its contrato social and stays private. Lei 13.874/2019 also narrowed the grounds for piercing the corporate veil, requiring proof of abuse through either diversion of purpose or commingling of assets rather than mere inability to pay.

A 2018 Companies Order with local director requirements

The Companies Act was replaced by the Companies Order 2018 (in force 2019), modernising incorporation and filing. Private companies must generally have at least one director ordinarily resident in Brunei, or two directors of whom at least half are resident. Foreign equity is permitted in most sectors, and the Brunei Darussalam Central Bank now regulates financial services.

Companies register with the Registry of Companies and Business Names under the Companies Order 2018. Residency requirements apply to directors of locally incorporated companies. Foreign companies operating in Brunei must register as branches. Financial institutions are licensed and supervised by the Brunei Darussalam Central Bank. The director residency rule shapes most inbound structures — plan for a resident director from the outset. Islamic finance is a significant sector with its own Syariah governance requirements under BDCB rules.

A commercial act with a two-lev limited company

The Commerce Act governs traders and companies, and the OOD limited liability company requires only BGN 2 of capital. Registration is with the Commercial Register at the Registry Agency, which publishes company files in full online at no charge.

The register discloses the entire company file including scanned contracts, which is unusually transparent for due diligence but also means commercially sensitive filings become public.

OHADA Uniform Acts as directly applicable commercial law, with the CCJA as final appeal

Commercial law is not primarily national. The OHADA Uniform Acts apply directly and take precedence over conflicting domestic provisions, and the Cour commune de justice et d'arbitrage (CCJA) in Abidjan — not the national supreme court — is the final instance on their interpretation. The Maison de l'Entreprise du Burkina Faso runs the Centre de Formalités des Entreprises single window, and the mining code is the dominant sectoral overlay.

OHADA (Organisation pour l'harmonisation en Afrique du droit des affaires) is a treaty organisation of seventeen mainly francophone African states that legislates directly for its members through Uniform Acts. Because those Acts are self-executing and supreme over national commercial law, a practitioner in any member state works from the same commercial code as a practitioner in any other — the meaningful national variation lies in the courts, the registries and the tax treatment, not in the substantive company or security law.

A 2015 Companies Code in a Belgian-derived civil-law system, outside OHADA

Burundi is the only Great Lakes state in this batch that is neither OHADA nor common law. Company law is governed by the 2015 Code of Private and Public Participation Companies, and commercial courts sit in Bujumbura. Accession to OHADA has been discussed but not effected.

Burundi's position outside OHADA matters practically: a Burundian company and a Rwandan or Congolese counterparty do not share a harmonised commercial law, and enforcement across the border cannot use the OHADA Uniform Act machinery. This makes Burundi the odd jurisdiction out in a region otherwise covered either by OHADA or by EAC common-law convergence.

A 2005 Commercial Enterprise Law with online registration

The Law on Commercial Enterprises 2005 governs company forms, and registration is handled through the Ministry of Commerce's online business registration platform, which since 2020 has consolidated tax, labour and commerce filings. Most sectors permit 100% foreign ownership, with land-holding the principal exception.

Private limited companies need at least one director and one shareholder; minimum capital is nominal. Registration is through the online Business Registration platform integrating MoC, GDT and MLVT. 100% foreign ownership is permitted except where land ownership is required. Qualified Investment Project status under the Investment Law confers tax incentives. The consolidated online platform genuinely shortened incorporation, but sector licences remain separate and are often the critical path. The 2021 Law on Investment replaced the 1994 regime — check which applies to an existing QIP.

OHADA Uniform Acts as directly applicable commercial law, with the CCJA as final appeal

Commercial law is not primarily national. The OHADA Uniform Acts apply directly and take precedence over conflicting domestic provisions, and the Cour commune de justice et d'arbitrage (CCJA) in Abidjan — not the national supreme court — is the final instance on their interpretation. Cameroon hosts no OHADA institution but is its largest economy by GDP; in the Northwest and Southwest the Uniform Acts are applied by common-law courts, which produces a distinctive procedural overlay on identical substantive law.

OHADA (Organisation pour l'harmonisation en Afrique du droit des affaires) is a treaty organisation of seventeen mainly francophone African states that legislates directly for its members through Uniform Acts. Because those Acts are self-executing and supreme over national commercial law, a practitioner in any member state works from the same commercial code as a practitioner in any other — the meaningful national variation lies in the courts, the registries and the tax treatment, not in the substantive company or security law.

Federal or provincial incorporation, with the CBCA as the federal option

A Canadian business chooses its incorporating jurisdiction. The Canada Business Corporations Act gives a federal corporation the right to operate under its name nationwide, while provincial statutes such as Ontario's Business Corporations Act are often cheaper and simpler for a single-province operation. Either way the corporation must register extraprovincially in each other province where it carries on business.

The CBCA imposes a Canadian-residency requirement on 25 per cent of directors, which several provinces including Ontario and British Columbia have abolished, and that single point often decides where a foreign-owned business incorporates. Large restructurings use the CCAA rather than the BIA because it is a flexible court-supervised process rather than a rules-based bankruptcy.

Portuguese-derived commercial code outside OHADA, with an international business centre

Commercial law derives from the Portuguese tradition, with a Código das Empresas Comerciais governing company forms. Cabo Verde is not an OHADA member. The Centro Internacional de Negócios offers reduced tax rates for qualifying activities.

Cabo Verde's Casa do Cidadão single window allows company incorporation in a day, and the International Business Centre grants reduced corporate rates to qualifying industrial, commercial and service activities aimed at export. As a non-OHADA lusophone state its company law follows Portuguese models, so practitioners work from the Código das Empresas Comerciais rather than the Uniform Acts.

OHADA Uniform Acts as directly applicable commercial law, with the CCJA as final appeal

Commercial law is not primarily national. The OHADA Uniform Acts apply directly and take precedence over conflicting domestic provisions, and the Cour commune de justice et d'arbitrage (CCJA) in Abidjan — not the national supreme court — is the final instance on their interpretation. Commercial activity is concentrated in Bangui and the diamond and timber sectors are governed by separate mining and forestry codes.

OHADA (Organisation pour l'harmonisation en Afrique du droit des affaires) is a treaty organisation of seventeen mainly francophone African states that legislates directly for its members through Uniform Acts. Because those Acts are self-executing and supreme over national commercial law, a practitioner in any member state works from the same commercial code as a practitioner in any other — the meaningful national variation lies in the courts, the registries and the tax treatment, not in the substantive company or security law.

OHADA Uniform Acts as directly applicable commercial law, with the CCJA as final appeal

Commercial law is not primarily national. The OHADA Uniform Acts apply directly and take precedence over conflicting domestic provisions, and the Cour commune de justice et d'arbitrage (CCJA) in Abidjan — not the national supreme court — is the final instance on their interpretation. Petroleum operations are governed by the 2007 hydrocarbons law and separately negotiated conventions.

OHADA (Organisation pour l'harmonisation en Afrique du droit des affaires) is a treaty organisation of seventeen mainly francophone African states that legislates directly for its members through Uniform Acts. Because those Acts are self-executing and supreme over national commercial law, a practitioner in any member state works from the same commercial code as a practitioner in any other — the meaningful national variation lies in the courts, the registries and the tax treatment, not in the substantive company or security law.

Same-day company formation through the Empresa en un Día regime

Ley 20.659 created the Registro de Empresas y Sociedades, allowing most companies to be incorporated electronically in a single day at no cost using standard forms. The sociedad por acciones (SpA) is the preferred flexible vehicle and permits a single shareholder. Companies must obtain a RUT from the Servicio de Impuestos Internos and file a start-of-activities declaration.

The Empresa en un Día system is genuinely quick because it dispenses with the notarial deed and commercial-registry publication that the traditional route still requires, using advanced electronic signatures on model bylaws instead. Companies that need bespoke bylaws, or that fall outside the eligible types, must still incorporate through the conventional notarial process.

Unified Civil Code contract rules plus a negative-list foreign investment regime

The 2021 Civil Code absorbed the former Contract Law, and the 2020 Foreign Investment Law replaced case-by-case approval with a negative list: sectors off the list get the same treatment as domestic companies.

The 2024 Company Law revision tightened capital contribution rules, requiring subscribed capital of a limited liability company to be paid within five years, and expanded director and controlling-shareholder liability. Variable interest entity structures, long used to route foreign capital into restricted sectors, sit in an uncertain position rather than an expressly legal one. Any transaction in a negative-list sector needs sector-specific approval, and separate national security and antitrust reviews can apply on top.

The SAS dominates incorporation under Ley 1258 of 2008

Ley 1258/2008 created the sociedad por acciones simplificada (SAS), which now accounts for the great majority of new Colombian companies because it allows a single shareholder, flexible bylaws and incorporation by private document rather than notarial deed. Registration is with the local chamber of commerce through the Registro Único Empresarial y Social, and a NIT tax number is issued via the RUT.

The SAS succeeded because it removed the notarial deed requirement and the minimum-shareholder rule at once, and because the Superintendencia de Sociedades can resolve intra-company disputes with judicial powers, giving shareholders a specialised forum. The annual commercial-registry renewal is an easily missed obligation whose omission blocks certificates needed for contracting and tenders.

OHADA Uniform Acts as directly applicable commercial law, with the CCJA as final appeal

Commercial law is not primarily national. The OHADA Uniform Acts apply directly and take precedence over conflicting domestic provisions, and the Cour commune de justice et d'arbitrage (CCJA) in Abidjan — not the national supreme court — is the final instance on their interpretation. Comoros is the only island state and the only Indian Ocean member of OHADA, and its accession in 2010 replaced a commercial law based on received French texts.

OHADA (Organisation pour l'harmonisation en Afrique du droit des affaires) is a treaty organisation of seventeen mainly francophone African states that legislates directly for its members through Uniform Acts. Because those Acts are self-executing and supreme over national commercial law, a practitioner in any member state works from the same commercial code as a practitioner in any other — the meaningful national variation lies in the courts, the registries and the tax treatment, not in the substantive company or security law.

Commercial Code companies plus a free-zone regime

The sociedad anónima and the sociedad de responsabilidad limitada are the standard vehicles, both formed by notarial deed and registered at the Registro Nacional. The free-zone regime offers substantial tax relief for exporters and services, and is the backbone of the medical-device and shared-services sectors.

Failure to file the beneficial-ownership return blocks registry filings and triggers fines, and is the most common compliance failure for foreign-owned entities. Incorporation typically takes two to three weeks.

The Companies Act, the simple d.o.o. and court-registry incorporation

Company law follows the Companies Act in the German tradition, with the d.o.o. (limited liability company) dominant and a simplified j.d.o.o. for very small ventures. Companies are registered in the court register, with online formation available.

The START platform allows electronic incorporation, but a notarised deed is still needed for most non-standard articles.

Private MIPYMES authorised in 2021 alongside state enterprise

For decades private companies were not permitted, and Decreto-Ley 46/2021 marked a structural change by authorising micro, small and medium enterprises, the MIPYMES, which may be private, state or mixed and hold legal personality. Foreign investment is governed separately by Ley 118/2014, which allows joint ventures, international economic association contracts and wholly foreign-owned companies, subject to approval. The Mariel Special Development Zone offers a distinct incentive regime.

The MIPYME reform is genuinely new rather than cosmetic, because these entities have their own legal personality, can hold bank accounts and can import and export through state intermediaries, but their number of employees is capped and their activity remains subject to a list of prohibited sectors. Foreign investors continue to face the practical constraint that labour is normally contracted through a state employment entity rather than hired directly.

The Companies Law Cap. 113, modelled on the English 1948 Act

The Companies Law, Cap. 113, is closely based on the English Companies Act 1948 and remains the foundation of Cypriot company law, heavily amended to implement EU directives. The private limited company by shares is the standard vehicle, registered with the Registrar of Companies.

Because Cap. 113 derives from the English 1948 Act, English company law authorities on the equivalent provisions remain directly useful, which is a practical advantage for international practitioners. Incorporation requires name approval followed by filing of the memorandum and articles, and takes a matter of days. Cyprus has become a substantial holding company jurisdiction, driven by the tax regime and EU membership, and consequently faces intensive anti-money-laundering and substance scrutiny. The beneficial ownership register is maintained by the Registrar. The 2023 Commercial Court gives higher-value company litigation a specialist forum.

Recodified private law with a CZK 1 minimum-capital company

The 2014 recodification put contract and company law into the new Civil Code and the Business Corporations Act. The s.r.o. requires only CZK 1 of registered capital, and registration is made in the commercial register kept by the regional courts.

A notary can incorporate a company and enter it in the register directly, which is usually faster than the court route; a trade licence is still needed to begin trading.

OHADA Uniform Acts as directly applicable commercial law, with the CCJA as final appeal

Commercial law is not primarily national. The OHADA Uniform Acts apply directly and take precedence over conflicting domestic provisions, and the Cour commune de justice et d'arbitrage (CCJA) in Abidjan — not the national supreme court — is the final instance on their interpretation. DR Congo is the largest and most recent major accession to OHADA, and the 2012 entry replaced a commercial law still substantially based on colonial-era Belgian texts. Mining is governed separately by the 2018 Mining Code.

OHADA (Organisation pour l'harmonisation en Afrique du droit des affaires) is a treaty organisation of seventeen mainly francophone African states that legislates directly for its members through Uniform Acts. Because those Acts are self-executing and supreme over national commercial law, a practitioner in any member state works from the same commercial code as a practitioner in any other — the meaningful national variation lies in the courts, the registries and the tax treatment, not in the substantive company or security law.

The ApS and A/S registered digitally at the Danish Business Authority

The private limited company (ApS) and public limited company (A/S) are the main forms, registered online at the Danish Business Authority within days. Registration produces a CVR number used across public administration.

The entrepreneur company (IVS) was abolished in 2019, so new low-capital ventures now use the ApS with its DKK 20,000 minimum.

French-derived commercial law, a free-zone regime, and ports as the whole economy

Companies are formed under the Commercial Code with SARL and SA forms familiar from French law. The Investment Code and the free-zone framework provide the incentives that structure most foreign entry, overwhelmingly around the port and logistics sector.

Djibouti is not an OHADA member, which is the point most easily got wrong given that its neighbours to the west are francophone civil-law states — its commercial law is national and French-derived rather than governed by the Uniform Acts, so OHADA company forms and the CCJA's jurisdiction do not apply. The economy is dominated by the port and the transit corridor serving landlocked Ethiopia, plus the rents from foreign military bases, so commercial practice concentrates on concessions, logistics and shipping rather than on a broad domestic corporate sector. The specialised commercial court created in 2011 was intended to improve the speed and predictability of business disputes. The long-running dispute over the DP World Doraleh container terminal concession, and Djibouti's decision to terminate it, is the reference point for how concession disputes and international arbitration awards interact with sovereign control of strategic assets here.

Companies Act 1994 on the CARICOM model

The Companies Act 1994 follows the CARICOM harmonised model, itself derived from Canadian business corporations legislation, so it uses articles of incorporation rather than the older memorandum and articles. Incorporation is at the Companies and Intellectual Property Office, and a company exists from the date on its certificate of incorporation. Dominica also maintains an international business company regime, though the transparency reforms of recent years have narrowed its tax advantages.

The CARICOM model act removed the ultra vires doctrine, so a company has the capacity of a natural person and third parties are protected against constitutional irregularities. Practitioners used to English-style constitutions should note that the articles of incorporation are a short registered document and that internal governance rules sit in by-laws, which are not filed and therefore not public.

Ley 479-08 on commercial companies, with the simplified SRL and EIRL

Ley 479-08, as amended by Ley 31-11, governs commercial companies and introduced the sociedad de responsabilidad limitada as the standard closely held vehicle, alongside the sociedad anónima and the simplified SAS. A single-owner business can use the empresa individual de responsabilidad limitada to obtain limited liability without a partner. Registration is at the Cámara de Comercio y Producción for the registro mercantil, followed by an RNC tax number from the DGII.

Ley 141-15 replaced a nineteenth-century bankruptcy regime with a genuine reorganisation procedure supervised by specialised courts, so an insolvent but viable company now has a restructuring route rather than only liquidation. The two-year renewal cycle for the registro mercantil is a routine trip hazard, because an expired registration blocks ordinary corporate and banking transactions.

Ley de Compañías with the SAS added in 2020

The Ley de Compañías governs corporate forms, supervised by the Superintendencia de Compañías, Valores y Seguros. Traditional vehicles are the compañía anónima and the compañía limitada; the Ley Orgánica de Emprendimiento of 2020 introduced the sociedad por acciones simplificada (SAS), which can be formed electronically with a single shareholder and no minimum capital.

The SAS is registered straight into the Superintendencia's registry without a notarial deed or mercantile-registry inscription, which is why it displaced the older forms for new ventures. Ecuador also enacted a wholly new Código de Comercio in 2019, replacing the 1906 text and modernising commercial contracts, electronic documents and negotiable instruments.

The Sanhuri civil code plus a modern companies and investment regime

Companies are formed under Law 159/1981 or the newer one-person and simplified vehicles, with the General Authority for Investment (GAFI) as the central gateway. The 1948 Civil Code still supplies the law of obligations.

Egypt is unusual in the region for having a genuinely deep body of commercial case law and academic doctrine, because the Sanhuri code has been litigated continuously since 1949. Investment Law 72/2017 consolidated incentives and created a one-stop shop at GAFI, and it matters commercially because it governs guarantees against nationalisation and the availability of investor-state arbitration. The Economic Courts, created in 2008, take most substantial commercial disputes and were designed specifically to reduce delay; practitioners treat the choice between an Economic Court and a general civil court as a strategic question. Interest is permitted and regulated by statute rather than prohibited, which distinguishes Egypt sharply from the Gulf.

Commercial Code companies plus a digital-assets regime

The Código de Comercio governs companies, with the sociedad anónima the standard form and registration through the Centro Nacional de Registros. El Salvador is also unusual in having made bitcoin legal tender in 2021 and enacted a bespoke digital-assets statute in 2023.

The dollar remains the unit of account for tax and accounting, so bitcoin acceptance is a payments question rather than a bookkeeping one. Registration at the CNR is comparatively fast, and the Miempresa portal handles much of the filing.

OHADA Uniform Acts as directly applicable commercial law, with the CCJA as final appeal

Commercial law is not primarily national. The OHADA Uniform Acts apply directly and take precedence over conflicting domestic provisions, and the Cour commune de justice et d'arbitrage (CCJA) in Abidjan — not the national supreme court — is the final instance on their interpretation. Equatorial Guinea applies the Uniform Acts in Spanish translation over a legal culture derived from the Spanish Código de Comercio, and hydrocarbons are governed by the 2006 Hydrocarbons Law with mandatory national participation.

OHADA (Organisation pour l'harmonisation en Afrique du droit des affaires) is a treaty organisation of seventeen mainly francophone African states that legislates directly for its members through Uniform Acts. Because those Acts are self-executing and supreme over national commercial law, a practitioner in any member state works from the same commercial code as a practitioner in any other — the meaningful national variation lies in the courts, the registries and the tax treatment, not in the substantive company or security law.

A 2015 commercial code on paper, over a state-dominated and largely closed economy

Proclamation 166/2015 promulgated a new Commercial Code replacing the 1991 transitional codes. In practice the economy is dominated by state and party-affiliated enterprises, and private foreign investment is minimal.

The 2015 codes replaced the transitional codes of 1991, which had themselves been adapted from the Ethiopian codes of 1960, so Eritrean private law is still recognisably part of that René David lineage. The codes provide company forms and a law of obligations that read as ordinary civil law. What cannot be described from the codes is how business is actually conducted: the ruling party's holding structures, state trading enterprises and the military play a large role, foreign exchange is tightly controlled, and the private sector is small. Mining is the exception where substantial foreign investment exists, principally in gold, potash and base metals through joint ventures with the state mining enterprise, governed by the 1995 Mining Proclamation and negotiated agreements. Those agreements are not generally public, which is a further reason for the research stamp.

The osaühing (OÜ) formed online, boosted by e-Residency

The private limited company (OÜ) is the standard vehicle and can be founded fully online, including by foreign e-residents. Registration runs through the e-Business Register.

Estonia's distributed-profit corporate tax pairs with the OÜ so that retained and reinvested profits are untaxed until distribution.

Companies Act 8 of 2009 with Registrar registration and Roman-Dutch commercial law

The Companies Act 8 of 2009 replaced the 1912 Act, modernising incorporation and governance. Underlying commercial law is Roman-Dutch, received through the Cape. The Eswatini Investment Promotion Authority operates as the investment facilitation point.

As in Lesotho, insolvency rests on a 1950s statute with no modern rescue procedure, so restructuring options are limited to liquidation and compromise — a material constraint given the economy's dependence on a small number of large employers.

A 1960 commercial code replaced in 2021, with the state still dominant in key sectors

Commercial Code Proclamation 1243/2021 replaced the 1960 code, modernising company forms, insolvency and governance. Investment Proclamation 1180/2020 sets which sectors are open to foreign capital, and several remain reserved or joint-venture only.

The 2021 Commercial Code was a substantial rewrite rather than an amendment: it introduced the one-member private limited company, a modern business-reorganisation and insolvency regime in place of the old bankruptcy provisions, and clearer directors' duties. It matters for anyone working from older material, because sixty years of commentary on the 1960 code is now partly obsolete on company law while remaining useful on the law of obligations, which stayed in the 1960 Civil Code. Investment Proclamation 1180/2020 moved Ethiopia to a negative-list approach, but banking, insurance and telecommunications were historically closed and liberalisation has been gradual and sector-specific, so the operative question for a foreign investor is always which schedule the activity falls into rather than whether investment is permitted in general.

Companies Act 2015 with mandatory beneficial-ownership filing

Company law was modernised wholesale by the Companies Act 2015, which replaced a 1983 statute. Registration runs through the Registrar of Companies, and foreign investment in reserved activities needs Investment Fiji approval.

The 2015 Act introduced modern directors' duties, a solvency-based approach to distributions, and beneficial-ownership disclosure. The practical constraint on foreign business is not company formation, which is straightforward, but two other layers: activities reserved or restricted to Fijian citizens under the investment legislation, and exchange control administered by the Reserve Bank of Fiji, which still governs the movement of capital and dividends offshore. Anyone planning to repatriate profits should confirm the exchange-control position before committing capital, not after.

The osakeyhtiö (Oy) with no minimum capital, registered at PRH

The private limited company (Oy) is the dominant form and has needed no minimum share capital since 2019. Registration is completed through the Business Information System run by the Patent and Registration Office.

The 2019 abolition of the EUR 2,500 minimum capital made the Oy as accessible as a sole tradership for small ventures.

SARL and SAS incorporation through the guichet unique

The flexible SAS and the classic SARL are the main company forms, both without meaningful minimum capital. Since 2023 all business formalities pass through a single online window run by INPI.

The 2023 migration to the INPI guichet unique caused real filing delays, so builders should allow buffer time for registration.

OHADA Uniform Acts as directly applicable commercial law, with the CCJA as final appeal

Commercial law is not primarily national. The OHADA Uniform Acts apply directly and take precedence over conflicting domestic provisions, and the Cour commune de justice et d'arbitrage (CCJA) in Abidjan — not the national supreme court — is the final instance on their interpretation. Gabon's hydrocarbon sector operates under a separate 2019 Petroleum Code whose production-sharing terms sit outside the Uniform Acts.

OHADA (Organisation pour l'harmonisation en Afrique du droit des affaires) is a treaty organisation of seventeen mainly francophone African states that legislates directly for its members through Uniform Acts. Because those Acts are self-executing and supreme over national commercial law, a practitioner in any member state works from the same commercial code as a practitioner in any other — the meaningful national variation lies in the courts, the registries and the tax treatment, not in the substantive company or security law.

Companies Act 2013 with single-member companies and a Registrar General

The Companies Act 2013 modernised Gambian company law, permitting single-member private companies, codifying directors' duties, and requiring annual returns. Registration is with the Registrar General's Chambers, and the Single Window Business Registration Act 2013 streamlined incorporation.

The Companies Act 2013 replaced the 1955 Companies Act. It provides for private and public companies, allows a private company to be formed and run by a single member and director, codifies directors' fiduciary and care duties, requires proper accounting records and annual returns, and provides remedies for oppression and a derivative action. The Single Window Business Registration Act 2013 consolidated registration steps across the Registrar General, the Gambia Revenue Authority and social security into one process, a targeted response to prior ease-of-doing-business rankings. Insolvency remains substantially liquidation-based under the Companies Act with limited rescue mechanisms. The Gambia Investment and Export Promotion Agency administers investment incentives under the GIEPA Act 2015, and the Business Enterprise Registration Act covers sole traders and partnerships.

The Law on Entrepreneurs recast in 2021 to align with EU company law

A new Law on Entrepreneurs entered into force on 1 January 2022, replacing the 1994 statute and modernising company law in line with EU directives. The limited liability company remains the standard form and registration is completed through the Public Service Hall within a day.

The 2021 recast introduced clearer rules on directors' duties, shareholder rights, capital maintenance and group structures, and was driven by approximation commitments under the EU Association Agreement. Companies register with the National Agency of Public Registry through the Public Service Halls, typically in one working day, with no minimum capital for an LLC. The 2020 insolvency law introduced a modern rehabilitation procedure. Free industrial zones in Poti, Kutaisi and Tbilisi offer exemption from corporate profit tax, VAT and customs duty for qualifying activity, and are widely used for re-export operations.

GmbH formation through notarial deed and commercial register

The GmbH is the standard private company, requiring €25,000 share capital with at least half paid in. Formation runs through a notary and entry in the Handelsregister.

The notarial requirement makes German formation slower than online-first jurisdictions but produces a register that third parties can rely on with confidence.

Companies Act 2019 abolished authorised share capital and introduced a beneficial ownership register

The Companies Act 2019 (Act 992) replaced the 1963 Act. It removed the authorised share capital concept, abolished the requirement for an objects clause so companies have full capacity, mandated beneficial ownership disclosure, and created the Office of the Registrar of Companies as an independent body.

Act 992 modernised a statute that had stood for over fifty years. Companies now have the capacity of a natural person unless the constitution restricts it, ending ultra vires problems. Authorised share capital is abolished in favour of stated capital. Every company must file beneficial ownership information, part of Ghana's response to extractive-sector transparency commitments. The Act requires at least one director ordinarily resident in Ghana, imposes codified directors' duties including a duty to act in the company's best interests and to avoid conflicts, and introduces a statutory derivative action. Insolvency was separated out into the Corporate Insolvency and Restructuring Act 2020, which introduced administration as a rescue procedure — a significant change from a liquidation-only regime.

The 2018 company law reform, the IKE vehicle and GEMI registration

Company law was modernised by Act 4548/2018 for public companies and Act 4072/2012 for the flexible private company (IKE). All companies register in the General Commercial Registry, GEMI, and one-stop-shop formation is available.

The IKE is now the default choice for start-ups because of its minimal capital and simplified governance.

Companies Act 1994 on the CARICOM model

The Companies Act 1994 follows the CARICOM harmonised model with articles of incorporation and abolition of ultra vires. The Corporate Affairs and Intellectual Property Office administers the register, and incorporation is generally completed within days. Grenada repealed its international business company legislation to meet OECD and EU standards, so the offshore regime that once operated is closed to new business.

The repeal of the international business company and offshore banking regimes is the single most important recent change, because structures created under the old acts had to be migrated or wound up and advisers still occasionally encounter dormant entities with no valid status. The Investment Act 2014 centralised incentives through Grenada Investment Development Corporation approval rather than ad hoc concessions.

Sociedad anónima under the 1970 Commercial Code

Company law sits in the Código de Comercio (Decreto 2-70). The sociedad anónima is the standard vehicle, and registration runs through the Registro Mercantil, which has moved most filings onto its Ventanilla Ágil electronic counter.

Registration also requires a NIT from the SAT, and most businesses need a municipal licence from the relevant municipalidad. Simple incorporations complete in a few weeks; delays usually come from name clearance or notarial defects rather than the registry itself.

OHADA Uniform Acts as directly applicable commercial law, with the CCJA as final appeal

Commercial law is not primarily national. The OHADA Uniform Acts apply directly and take precedence over conflicting domestic provisions, and the Cour commune de justice et d'arbitrage (CCJA) in Abidjan — not the national supreme court — is the final instance on their interpretation. Guinea acceded later than the founding members, and mining agreements — particularly for bauxite and the Simandou iron ore project — are governed by individual conventions ratified by the legislature.

OHADA (Organisation pour l'harmonisation en Afrique du droit des affaires) is a treaty organisation of seventeen mainly francophone African states that legislates directly for its members through Uniform Acts. Because those Acts are self-executing and supreme over national commercial law, a practitioner in any member state works from the same commercial code as a practitioner in any other — the meaningful national variation lies in the courts, the registries and the tax treatment, not in the substantive company or security law.

OHADA Uniform Acts as directly applicable commercial law, with the CCJA as final appeal

Commercial law is not primarily national. The OHADA Uniform Acts apply directly and take precedence over conflicting domestic provisions, and the Cour commune de justice et d'arbitrage (CCJA) in Abidjan — not the national supreme court — is the final instance on their interpretation. Guinea-Bissau is the only lusophone OHADA member, so its commercial law is the French-language Uniform Acts while its general civil law descends from the Portuguese Código Civil — a bijural combination unique in the union.

OHADA (Organisation pour l'harmonisation en Afrique du droit des affaires) is a treaty organisation of seventeen mainly francophone African states that legislates directly for its members through Uniform Acts. Because those Acts are self-executing and supreme over national commercial law, a practitioner in any member state works from the same commercial code as a practitioner in any other — the meaningful national variation lies in the courts, the registries and the tax treatment, not in the substantive company or security law.

Companies Act 1991 registration amid an oil-driven boom

The Companies Act 1991, modelled on Canadian legislation, governs incorporation through the Deeds and Commercial Registries Authority. Business is dominated by the offshore petroleum sector following the 2015 Stabroek discoveries, regulated under the Petroleum Activities Act 2023 and supervised by the Guyana Petroleum Resources Authority.

The Local Content Act 2021 requires petroleum operators to procure listed goods and services from Guyanese companies meeting a 51 percent national-ownership test, with prescribed annual targets, making it a central compliance issue for anyone entering the sector. Guyana became one of the world's fastest-growing economies after first oil in 2019, which has reshaped its commercial, tax and employment practice rapidly.

1826 Code de commerce with a 2017 investment framework

Commercial law rests on the Code de commerce of 1826, of French origin and only partially modernised, under which the société anonyme and the société à responsabilité limitée are the principal forms. Registration is with the Ministère du Commerce et de l'Industrie, and a NIF taxpayer number is obtained from the Direction Générale des Impôts. The Investment Code and the Centre de Facilitation des Investissements provide incentives and a single window, and free zones operate under their own law.

The age of the commercial code is the central practical difficulty, because it predates modern concepts of corporate governance, security over movables and insolvency reorganisation, so transactions are often documented to foreign standards and then adapted. Incentive regimes under the Investment Code and the free-zone law are where most substantive planning happens, and they require approval before the investment is made rather than after.

No commercial company sector, but supervised financial activity

Vatican City State has no ordinary company registry or private commercial market. Patrimony is administered by APSA, financial activity runs through the IOR, and both are supervised by the financial authority ASIF.

Financial reforms after 2010 brought the Vatican into MONEYVAL evaluation, which now drives most of its commercial-law change.

Commercial Code companies with a one-stop registry

The Código de Comercio of 1950 governs company forms, with the sociedad anónima and the sociedad de responsabilidad limitada in general use. Registration runs through the Cámaras de Comercio, which operate the mercantile registry by delegation.

An RTN tax number from the SAR is required alongside registration. Chamber-operated registries vary in speed between Tegucigalpa and San Pedro Sula. Confirm municipal permit requirements early, as they differ materially by municipality.

Company law inside the 2013 Civil Code with a court registry

Hungary abandoned a standalone companies act in 2014 and placed company law in Book Three of the Civil Code. The kft (limited liability company) needs HUF 3 million of capital, and registration runs through the county court of registration on electronic filings by a lawyer.

Every company must hold a client gate style electronic mailbox for official service, and ignoring it is the most common reason a business is struck off without realising proceedings had begun.

The einkahlutafélag (ehf) registered at the tax authority

The private limited company (ehf) is the standard vehicle, requiring ISK 500,000 in capital and registered with the Register of Enterprises at Iceland Revenue and Customs.

EEA membership means Icelandic company and market rules track EU single-market law closely despite Iceland being outside the EU.

Companies Act 2013 with fully online incorporation

Private limited companies incorporate through the MCA's SPICe+ form with no minimum capital. At least one director must be resident in India for 182 days or more.

Incorporation is genuinely fast online, but GST registration, professional tax and state-level shop-and-establishment registrations add the real timeline.

PT companies under the 2007 Law, with the Positive Investment List

The Company Law of 2007 governs limited liability companies (PT). Foreign investment uses the PT PMA form, and sectoral openness is now set by the 2021 Positive Investment List, which replaced the old Negative List and opened most sectors. Licensing runs through the OSS (Online Single Submission) risk-based system.

A PT requires at least two shareholders, one director and one commissioner. PT PMA has a minimum investment plan value above IDR 10 billion per business line, excluding land and buildings. The 2021 Positive Investment List sets foreign ownership caps; most sectors are now fully open. Licensing is obtained through the OSS system with risk-based requirements. The IDR 10 billion investment plan threshold applies per KBLI business line and per location — multi-line plans multiply the requirement. The Job Creation Law also created a single-shareholder micro PT form, which is not available to foreign investors.

The Commercial Code 1932, and sanctions as the dominant practical constraint

Companies are formed under the Commercial Code 1932 and its 1969 amendment. The binding practical constraint on business with Iran is not company law but the international sanctions regime.

The 1969 amendment governs joint stock companies and remains the principal corporate statute; private and public joint stock companies and limited liability companies are the usual forms. FIPPA 2002 provides a route for foreign investment with guarantees against expropriation and rights of capital transfer, subject to licensing. Any accurate account has to foreground sanctions: US primary and secondary sanctions and, to a varying degree, EU and UN measures restrict banking, insurance, shipping and specified sectors. The company law question is usually answerable; the sanctions question determines whether the transaction can proceed at all, and it requires specialist advice.

Companies Law 1997, the investment law, and two separate licensing regimes

Companies are registered under Law No. 21 of 1997 as amended in 2004. The National Investment Commission licenses projects under the 2006 investment law; the Kurdistan Region licenses separately under its own 2006 law.

The 2004 amendment removed the earlier requirement for Iraqi majority ownership in most sectors, so wholly foreign-owned limited liability companies are now possible outside restricted areas. Investment licences under the 2006 law bring tax holidays and land rights. The federal-regional split matters commercially: a licence from the Kurdistan Board of Investment does not operate federally, and the oil and gas dispute means that upstream contracts signed with the region carry federal legal risk following the 2022 Federal Supreme Court decision. Iraq's 2021 accession to the New York Convention improved arbitral enforcement.

The LTD company under the Companies Act 2014, registered at the CRO

The private company limited by shares (LTD) is the standard form under the consolidating Companies Act 2014, with no minimum capital. Registration is completed at the Companies Registration Office.

Ireland's 12.5% trading corporation-tax rate makes company structuring a central part of inbound investment planning.

The Companies Law 5759-1999 with strong minority protections

The Companies Law of 1999 replaced the Mandate-era Companies Ordinance and governs incorporation, governance and shareholder remedies. It is notable for strict rules on related-party transactions, mandatory external directors in public companies, and an accessible derivative action.

The Companies Law imposes unusually rigorous approval requirements on transactions with controlling shareholders, requiring approval by a majority of disinterested shareholders, and this has produced an active body of case law in the Economic Department of the Tel Aviv District Court. Public companies must appoint external directors. The derivative action and class action mechanisms are used vigorously by comparison with many jurisdictions. The 2018 Insolvency Law consolidated corporate and personal insolvency and shifted emphasis towards rehabilitation. Incorporation with the Registrar of Companies is straightforward and there is no minimum capital requirement.

Srl and SpA companies, notarial deeds and the new insolvency code

Companies are governed by the Civil Code, with the Srl and the SpA the standard vehicles. Formation requires a notarial deed and registration in the Business Register, and distress is handled under the Code of Business Crisis and Insolvency.

The crisis code's early-warning duties expose directors personally, so governance and monitoring evidence matters well before formal insolvency.

OHADA Uniform Acts as directly applicable commercial law, with the CCJA as final appeal

Commercial law is not primarily national. The OHADA Uniform Acts apply directly and take precedence over conflicting domestic provisions, and the Cour commune de justice et d'arbitrage (CCJA) in Abidjan — not the national supreme court — is the final instance on their interpretation. Abidjan hosts the CCJA itself, and Côte d'Ivoire has a dedicated commercial court with an appellate commercial chamber — the most developed commercial judiciary in the union.

OHADA (Organisation pour l'harmonisation en Afrique du droit des affaires) is a treaty organisation of seventeen mainly francophone African states that legislates directly for its members through Uniform Acts. Because those Acts are self-executing and supreme over national commercial law, a practitioner in any member state works from the same commercial code as a practitioner in any other — the meaningful national variation lies in the courts, the registries and the tax treatment, not in the substantive company or security law.

Companies Act 2004 with a single-director private company

The Companies Act 2004 governs incorporation, replacing the 1965 Act and modernising directors' duties and filing obligations. A private company can be formed with a single member and a single director, which makes it the standard vehicle for owner-managed business. Registration is with the Companies Office of Jamaica, and a Taxpayer Registration Number from Tax Administration Jamaica is needed before trading.

The Insolvency Act 2014 was the bigger practical change, because it introduced a restructuring regime and a supervisor-led process in place of the old winding-up-first approach, giving a viable but illiquid company a route to survive. Security over company assets must be registered promptly or it is void against a liquidator, so the 14-day window is the one that most often catches lenders out.

Companies Act forms plus a 2015 stewardship-driven governance shift

The Companies Act 2005 consolidated company law into a single statute. Most foreign investors use the kabushiki kaisha (KK) or the simpler godo kaisha (GK); the Corporate Governance Code, introduced in 2015 and revised since, drives board independence on a comply-or-explain basis.

A KK has share capital, a director structure and public filing obligations; a GK is member-managed, cheaper to run and often chosen for wholly owned subsidiaries, though it cannot list. There is no statutory minimum capital, but a company needs at least one director resident or otherwise able to act in Japan in practice. FEFTA requires prior notification for inward investment into designated sensitive sectors, and the 2019 amendments lowered the notification threshold to 1 percent for the most sensitive industries. Governance obligations bite hardest on listed issuers: the TSE Prime segment expects a third of the board to be independent.

Companies Law 1997, and development zones as the main investment vehicle

Companies are registered under the Companies Law No. 22 of 1997. The Investment Law 2022 consolidated incentives, and the Aqaba Special Economic Zone and development zones offer distinct tax and customs regimes.

The usual forms are the limited liability company and the private shareholding company. Foreign ownership is permitted up to 100 per cent in most sectors, with a negative list covering some services and a minimum capital requirement for foreign investors that the 2022 law relaxed. The 2022 Investment Environment Law replaced the 2014 regime, consolidating incentives and creating a one-stop investment window. Aqaba operates a genuinely separate regime with a 5 per cent income tax and customs exemptions, which is why a large share of foreign-invested manufacturing sits there rather than around Amman.

Civil-law companies nationally, English common law inside the AIFC

Ordinary companies are formed under the Civil Code and the Law on Limited Liability Partnerships. The Astana International Financial Centre operates a separate common-law jurisdiction with its own court and arbitration centre.

The AIFC is the region's most significant legal experiment: its founding constitutional law disapplies Kazakh law within the Centre, its court is staffed by English and Commonwealth judges, and its judgments are enforceable in Kazakhstan as domestic judgments. Outside the Centre, the LLP is the standard vehicle, with no meaningful minimum capital for most businesses. Subsoil, banking and media carry foreign-ownership restrictions, and the Entrepreneurial Code consolidates state support and inspection rules.

The Companies Act 2015, modelled on the UK Act of 2006

The Companies Act 2015 replaced the 1948-derived Act, importing the UK 2006 structure including codified directors' duties, a single-director private company and abolition of the memorandum's objects clause. Insolvency was separated into the Insolvency Act 2015, which introduced administration and voluntary arrangements.

The 2015 reforms modernised a company law that had stood substantially unchanged since 1948. The most practically significant changes were the codification of directors' duties, which gave Kenyan courts a statutory rather than purely equitable framework, and the Insolvency Act's introduction of administration as a rescue procedure — before 2015 the realistic options were receivership or liquidation.

Companies Ordinance with a small formal sector and fishing revenue

Companies register under the Companies Ordinance with the Registrar, and foreign investment requires approval. The formal economy is dominated by government, cooperatives and fishing access revenue.

Company law is of colonial vintage and has not been through the New Zealand-style modernisation seen in Fiji, Samoa or Solomon Islands, so practice relies more on the general law and on the Registrar's requirements. The commercially decisive statute is the Fisheries Act: access fees for tuna fishing in the exclusive economic zone, negotiated through the vessel day scheme under the Parties to the Nauru Agreement, provide the majority of government revenue, and licensing conditions rather than corporate law govern the country's most valuable economic activity. Cooperatives remain the dominant form of local retail enterprise.

Companies Law 1 of 2016 with foreign investment by licence

The Companies Law of 2016 modernised corporate forms, and the 2013 direct investment law permits up to full foreign ownership in approved sectors through KDIPA.

Outside the KDIPA regime the default remains a requirement for majority Kuwaiti ownership in most commercial activity, so Kuwait has not made the general shift the UAE made in 2021 and the local partner structure is still the norm. KDIPA licences allow up to one hundred per cent foreign ownership with tax incentives in listed sectors, but they are project-specific approvals rather than a general entitlement. Kuwait is a New York Convention party and arbitral awards are enforceable, though the framework is less consolidated than the Model Law statutes of its neighbours.

Open foreign investment with national treatment guaranteed by statute

The Law on Investments guarantees national treatment and free repatriation of profits. Limited liability companies are the standard form and can be wholly foreign-owned in most sectors.

Company registration is comparatively fast and there is no minimum charter capital for a limited liability company. The investment law provides a stabilisation guarantee against adverse legal change and permits international arbitration of investor-state disputes, though the mining sector has produced repeated disputes over licence revocation, most prominently around Kumtor. Kyrgyzstan is a member of the Eurasian Economic Union, which sets external tariffs and technical regulations, and this has become the dominant factor in cross-border trade.

Enterprise registration under the 2022 Enterprise Law

The Law on Enterprise, most recently revised in 2022, governs company forms and registration through the Ministry of Industry and Commerce. The Investment Promotion Law 2016 sets the concession and incentive framework, with controlled and open business lists determining whether additional approvals are needed. Registered capital requirements vary by sector.

Limited companies register with the Enterprise Registry at the Ministry of Industry and Commerce. Controlled business activities require sectoral approval in addition to enterprise registration. Concession activities require an approved concession agreement and are typically large infrastructure or resource projects. Foreign investors may hold 100% in most open sectors. Whether an activity is 'general', 'controlled' or 'concession' determines the entire approval path — resolve this before drafting. Minimum registered capital for foreign investment is set by sector, not by a single national figure.

The SIA private limited company at the Register of Enterprises

The limited liability company (SIA) is the dominant form, registered with the Register of Enterprises. A micro-capital SIA can be formed with a nominal amount, while the standard minimum is EUR 2,800.

The reduced-capital SIA is popular with micro-businesses but caps the number of shareholders and requires reserves to be built up.

The Code of Commerce 1942, with banking secrecy substantially amended in 2022

Companies are formed under the 1942 Code of Commerce. The 1956 banking secrecy law, long the foundation of Lebanon's financial sector, was substantially amended in 2022 as an IMF programme condition.

The joint stock company (SAL) and limited liability company (SARL) are the standard forms; the 2019 amendments removed the requirement that SAL board majorities be Lebanese and allowed single-shareholder companies. The 2022 banking secrecy amendment is the significant recent change: it permits access by tax authorities, the banking regulator and judicial authorities investigating financial crime, dismantling the regime that had defined Lebanese banking since 1956. Any advice written before 2022 on Lebanese financial confidentiality is now unsafe. Holding and offshore company regimes under 1983 legislation remain in place with tax advantages.

Companies Act 18 of 2011 with one-stop registration and no minimum capital

The Companies Act 18 of 2011 modernised company law, removing minimum capital and permitting single-member companies. Registration is through the One Stop Business Facilitation Centre. Lesotho's commercial law otherwise remains Roman-Dutch, received via the Cape.

The insolvency framework is the weak point: the 1957 Proclamation predates modern rescue procedures entirely, so a Lesotho company in distress has liquidation and compromise but no statutory business-rescue equivalent.

The Association Law, and a globally significant offshore corporate and maritime registry

The Association Law (title 5) governs corporations, partnerships and foundations on an American model. Liberia's distinguishing feature is its non-resident corporation regime and open maritime registry — one of the largest ship registries in the world — administered through the Liberian International Ship and Corporate Registry.

Title 5 of the Liberian Code of Laws Revised provides for business corporations with articles of incorporation, bylaws, directors and officers in the Delaware idiom, together with partnerships, limited partnerships and non-profit corporations. The internationally significant part is the non-resident corporation: Liberia permits incorporation of entities that do not conduct business in Liberia, with confidentiality and tax exemption on foreign income, administered offshore by LISCR under long-standing arrangements. The associated open maritime registry, established in 1948, registers a very large share of world tonnage and applies the Liberian Maritime Law (title 21), with Liberian-flagged vessels subject to Liberian jurisdiction — which makes Liberian maritime and corporate law disproportionately important in international shipping practice relative to the domestic economy. Domestically, the Liberia Business Registry handles resident company registration, and the Investment Act 2010 reserves certain sectors to Liberian ownership.

The 2010 Commercial Code, applied unevenly across divided administrations

Law 23/2010 is the operative commercial code and Law 9/2010 governs investment, but registration, licensing and banking approvals function differently depending on which authority controls the territory.

The 2010 Commercial Code is a reasonably modern civil-law instrument and Law 9/2010 permits foreign investment with incentives, historically requiring Libyan participation in many activities with joint-venture structures the norm. The obstacles are not primarily doctrinal. The Central Bank split produced parallel institutions with competing instructions on letters of credit and foreign exchange, and although reunification steps have been taken, the practical availability of hard currency and the validity of an approval issued by one branch remain live questions. Contract enforcement depends on functioning courts in the relevant territory. Sanctions and asset-freeze measures affecting Libyan state entities add a compliance layer that sits outside Libyan law entirely.

The PGR: home of the Anstalt, the Stiftung and a famous foundation regime

Company and foundation law is codified in the Law on Persons and Companies (PGR), an unusually rich statute offering forms found almost nowhere else, notably the establishment (Anstalt) and the private foundation (Stiftung). This flexibility underpins Liechtenstein's role as an international wealth-structuring and trust centre.

The Anstalt and Stiftung are why Liechtenstein features so heavily in international structuring, but tightened transparency and anti-money-laundering rules now apply. Professional trustees and a beneficial-ownership register are part of the modern framework.

The UAB private limited company at the Centre of Registers

The private limited liability company (UAB) is the standard vehicle, registered with the Centre of Registers. Minimum capital is EUR 1,000, and formation can be completed electronically.

Lithuania has actively courted fintech firms, and its licensing regime for e-money and payment institutions is a notable draw.

The SARL and SA, workhorses of a major corporate and fund domicile

Company law derives from the Napoleonic tradition and the 1915 Companies Act, much modernised. The private limited company (SARL) needs EUR 12,000 of fully subscribed capital and the public company (SA) needs EUR 30,000; both are formed by notarial deed and registered with the Trade and Companies Register (RCS).

Luxembourg is a leading domicile for investment funds and holding companies, so specialised vehicles (SICAV, SICAR, RAIF) sit alongside the ordinary SARL and SA. The SARL-S lowers the entry barrier for individual entrepreneurs.

Loi sur les sociétés commerciales outside OHADA, with EDBM one-stop registration

Company law rests on Loi 2003-036 sur les sociétés commerciales, French in structure but national rather than OHADA — Madagascar has never acceded to the Treaty. The Economic Development Board of Madagascar operates as a one-stop shop, and the Loi sur les Investissements provides guarantees and free-zone regimes.

The absence of OHADA membership is the point that most often catches advisers out: Malagasy company, security and insolvency law is national legislation interpreted by Malagasy courts, with no CCJA appeal and no directly applicable Uniform Acts, despite the superficially familiar French vocabulary.

Companies Act 15 of 2013 with online registration and simplified private companies

The Companies Act 15 of 2013 replaced the 1984 Act, removing the authorised-capital concept and permitting single-shareholder companies. Registration is with the Registrar General, now largely online. The Insolvency Act 9 of 2016 introduced business rescue.

The 2013 Act modernised on New Zealand lines — solvency-based distributions, no par value — and its combination with the separate Business Registration Act means most Malawian traders have two registrations to maintain rather than one.

The Companies Act 2016 modernised incorporation and directors' duties

The Companies Act 2016 replaced the 1965 Act, abolishing authorised capital and par value, permitting single-director single-shareholder private companies, and introducing a solvency-statement based distribution regime. At least one director must ordinarily reside in Malaysia. Bumiputera equity conditions apply in some licensed sectors rather than generally.

A private company requires at least one director ordinarily resident in Malaysia. No-par-value shares; distributions require a solvency test. Companies register with the Companies Commission of Malaysia (SSM). Foreign companies must register a branch to carry on business in Malaysia. Bumiputera equity requirements are sector-specific licence conditions, not a general company law rule — check the relevant regulator. The Labuan International Business and Financial Centre operates a separate company and tax regime.

2023 Companies Act and investment concentrated in resort leases

The Companies Act 2023 replaced the 1996 law. Foreign investment is governed by the Foreign Investment Act and, in tourism, by island lease arrangements under the Tourism Act rather than land ownership.

Resort development runs on leases of uninhabited islands granted by the state, historically up to fifty years and extendable to ninety-nine for qualifying investments. Foreign investors need approval and a registered agreement with the state. Sole proprietorship is reserved to Maldivians. The 2023 Act modernised director duties and introduced clearer rules on shareholder remedies.

OHADA Uniform Acts as directly applicable commercial law, with the CCJA as final appeal

Commercial law is not primarily national. The OHADA Uniform Acts apply directly and take precedence over conflicting domestic provisions, and the Cour commune de justice et d'arbitrage (CCJA) in Abidjan — not the national supreme court — is the final instance on their interpretation. Mali's Agence pour la Promotion des Investissements operates a single window, and gold mining conventions are the principal sectoral overlay.

OHADA (Organisation pour l'harmonisation en Afrique du droit des affaires) is a treaty organisation of seventeen mainly francophone African states that legislates directly for its members through Uniform Acts. Because those Acts are self-executing and supreme over national commercial law, a practitioner in any member state works from the same commercial code as a practitioner in any other — the meaningful national variation lies in the courts, the registries and the tax treatment, not in the substantive company or security law.

The Companies Act, the Malta Business Registry and a full-imputation tax system

Companies are governed by the Companies Act, modelled on English legislation, and registered with the Malta Business Registry. Malta's financial-services sector is built on this framework together with a distinctive corporate tax refund system.

Financial-services, gaming and crypto activities require separate MFSA or MGA licensing on top of company registration.

Associations Law 1990 with a large non-resident corporate and ship registry

Domestic companies incorporate under the Associations Law 1990, which also supports non-resident domestic entities used internationally. The Marshall Islands maritime registry is among the largest in the world by tonnage.

The Associations Law 1990 was drafted on a US model and provides for business corporations, partnerships and limited liability companies. It distinguishes resident domestic entities, which trade locally and need a foreign investment business licence where foreign-owned, from non-resident domestic entities, which may not do business in the Marshall Islands and are used for international structuring and ship-owning. The Maritime Act 1990 underpins a flag registry administered through International Registries Inc., and vessel finance and mortgage work is a genuine speciality of Marshall Islands law. Anyone advising on the non-resident register should note the economic-substance and beneficial-ownership reporting obligations introduced in response to OECD and EU listing pressure, which changed the compliance profile substantially.

National commercial code outside OHADA, with Islamic finance provisions

Mauritania is not an OHADA member, so its commercial law is genuinely national: the Code de commerce of 2000 governs companies and trade, supplemented by banking legislation that accommodates Islamic finance. There is no CCJA appeal.

Mauritania's absence from OHADA is the single most important structural fact for commercial practitioners: the Uniform Acts do not apply, the CCJA has no jurisdiction, and company forms, security interests and insolvency follow the national Code de commerce. Riba prohibition also shapes lending structures, with murabaha and ijara arrangements common in place of conventional interest-bearing facilities.

Companies Act 2001 on Commonwealth lines with the Global Business regime

The Companies Act 2001 follows New Zealand and Commonwealth models rather than French law, despite the French Civil Code governing private law. The Financial Services Commission licenses Global Business Companies and Authorised Companies, which underpin Mauritius's role as a conduit for investment into India and Africa.

The Global Business regime is the commercial heart of the jurisdiction and has been reshaped by OECD and Indian pressure: the old GBC1/GBC2 categories were replaced, and substance requirements now condition treaty access — which is why Mauritian structures are assessed on real management presence rather than incorporation alone.

Federal commercial law with a single national companies act

Companies are governed by the General Law of Commercial Companies, which is federal and uniform nationwide. The sociedad anónima and the sociedad de responsabilidad limitada dominate; a simplified one-shareholder SAS can be incorporated online without a notary.

A company needs an RFC tax registration and, for most activities, an e.firma. Foreign shareholders must obtain an RFC too. Notary fees are the main incorporation cost for an SA; the SAS route avoids them but restricts growth.

Foreign Investment Act permits at national and state level

Companies register under national corporations law, and foreign investors need a permit. Because states regulate business activity too, most projects require both national and state approval.

Registration is straightforward on paper but the layering is what catches investors. The Foreign Investment Act 1997 requires a foreign investor to obtain a national permit, and each state operates its own licensing and in several cases its own foreign investment regime, so approvals must be assembled at both levels for the specific state where the activity occurs. Certain sectors are reserved to citizens. The decisive constraint is not corporate but proprietary: because non-citizens cannot own land, every commercial project is built on a lease, and the lease negotiation with customary owners is usually the critical path rather than the incorporation. Banking is nationally regulated, and the US dollar is legal tender, so there is no exchange-control layer.

One-stop registration with no minimum capital for an SRL

The srl is the standard company and since 2017 requires no minimum share capital. The Public Services Agency operates a one-stop shop that registers the company, assigns the fiscal code and enrols it for social contributions in a single filing.

Moldova IT Park offers a single 7% turnover tax replacing most other business taxes for accredited technology companies, and it is the main reason software firms register locally.

Company formation requires government authorisation — the SAM and the SARL

Doing business in Monaco requires prior government authorisation of the activity, on top of forming a company. The main forms are the public limited company (SAM), needing EUR 150,000 of capital and a notary, and the private limited company (SARL), needing EUR 15,000; both must open a Monaco bank account.

The authorisation step is decisive: the government screens the activity and the people behind it, so timing and substance matter more than in many jurisdictions. The SAM is the traditional vehicle for larger businesses and requires ongoing governance.

Civil-law company forms with heavy mining-sector regulation

The Civil Code and Company Law provide limited liability and joint-stock forms. Foreign investment is generally open, but minerals and strategic sectors carry additional licensing and state-participation rules.

The 2013 Investment Law replaced a restrictive predecessor and offers stabilisation certificates fixing tax rates for defined periods. Deposits designated as being of strategic importance allow the state to take an equity share, which is the central commercial risk in the mining sector. Foreign state-owned entities acquiring control in minerals, banking or media need government approval. There is no minimum capital for a limited liability company, but a foreign-invested company must meet a statutory investment threshold per foreign shareholder.

The Companies Act, low-capital d.o.o. and central registry incorporation

Company law follows the Companies Act, with the d.o.o. the dominant form and very low minimum capital. Registration is at the Central Registry of Business Entities administered by the Tax Administration.

Because Montenegro uses the euro without being in the eurozone, there is no local currency risk but also no ECB access for banks.

French-model commercial law with an active investment-incentive regime

The 1996 Commercial Code and Law 17-95 on public limited companies govern business organisation, with Casablanca Finance City and industrial acceleration zones providing preferential tax treatment.

Morocco has specialised commercial courts, established in 1997, which makes the forum question simpler than in several neighbouring states. The 2022 Investment Charter replaced the previous regime and restructured incentives around job creation and territorial rebalancing, and it is the current reference for any greenfield project rather than the older charter still cited in some material. Casablanca Finance City confers a distinct tax and exchange-control status on qualifying regional headquarters and financial firms, and it is a genuine regime rather than a branding exercise. Exchange control administered by the Office des Changes remains a real constraint on repatriation and must be planned for, since convertibility is not unrestricted.

Código Comercial 2005 with a modern company law and LNG-driven investment rules

The Código Comercial (Decreto-Lei 2/2005) governs companies, with the sociedade por quotas and sociedade anónima as the main forms and a simplified single-shareholder company available. The Investment Law and the dedicated Petroleum and Mining Laws govern the large LNG projects in Cabo Delgado, which include local-content obligations.

Mozambican commercial law was substantially modernised in 2005 along Portuguese lines, but the practical centre of gravity for large transactions is the petroleum framework governing the Rovuma basin LNG developments, where the state's participation and local-content rules structure the deal.

Myanmar Companies Law 2017 allowing 35 percent foreign ownership of a local company

The Companies Law 2017 modernised registration through the online MyCO system and redefined a local company as one with up to 35 percent foreign ownership, which opened activities previously closed to any foreign participation.

The 35 percent threshold matters because sectors restricted to local companies remain open to a company with minority foreign capital. Investment permits are required for projects that are strategic, capital-intensive above thresholds, or affect the environment or community, while other projects need only an endorsement to access land rights and tax incentives. Since 2021 the practical constraints have been banking and sanctions rather than company law: central bank foreign-currency conversion and repatriation controls, and Western sanctions on military-linked entities, dominate transaction feasibility. Due diligence on military beneficial ownership is now the central compliance task.

Companies Act 28 of 2004 with BIPA registration and close corporations

The Companies Act 28 of 2004 governs companies and the Close Corporations Act 26 of 1988 provides a simplified vehicle widely used by small business. Registration is with the Business and Intellectual Property Authority. Namibia has no separate commercial court; the High Court hears company matters.

The close corporation, inherited from South African law, remains important because it gives members limited liability without the governance overhead of a company, and it is still the default choice for owner-managed Namibian businesses.

Corporations Act 1972 with revenue from processing and licensing

Companies register under the Corporations Act 1972 with the Registrar of Corporations. The economy rests on regional processing arrangements, fishing licences and residual phosphate rather than a broad private sector.

Corporate law is brief and dated, and the private sector is very small. Nauru's fiscal and commercial history is defined by phosphate: mining stripped roughly four-fifths of the island's surface, the royalties trust intended to secure post-phosphate prosperity was dissipated through mismanagement and failed investments, and the resulting collapse drove the search for alternative revenue. Nauru pursued offshore banking in the 1990s and was blacklisted for money laundering before repealing that regime. Present revenue rests on hosting Australian regional processing arrangements, fishing access fees under the vessel day scheme, and more recently a citizenship programme.

Companies Act 2063 with a negative list for foreign investment

Companies form under the Companies Act 2063 (2006). Foreign investment needs approval under FITTA 2075 (2019) and is barred in a negative list that includes retail, personal services and some agriculture.

FITTA sets a minimum foreign investment threshold per project, revised by notification, and channels approvals through the Department of Industry or the Investment Board depending on size. Automatic-route approval was introduced for smaller investments to cut delay. Repatriation requires evidence that the investment was properly brought in and taxed, so documenting the inward remittance at the outset is critical.

The Flex-BV: a private company with effectively no minimum capital

Since the Flex-BV reform of 1 October 2012, the private limited company (BV) can be incorporated with issued capital of as little as one eurocent, replacing the former EUR 18,000 requirement with flexibility over share rights and governance. Incorporation still needs a notarial deed and registration with the Chamber of Commerce (KVK).

Late or non-filing of annual accounts is a common trap: it can reverse the burden of proof in directors' liability if the company later becomes insolvent. The public limited company (NV) still requires EUR 45,000 minimum capital.

Companies Act 1993 with same-day online incorporation

One of the fastest incorporation regimes in the world: a company can be registered online in a day under the Companies Act 1993, with no minimum capital and a single director permitted.

Incorporation requires at least one share, one shareholder and one director, and at least one director must live in New Zealand or in Australia and be a director of an Australian company. There is no minimum capital and no requirement for a constitution — the Act supplies default rules. Directors' duties are codified: s. 131 requires acting in the best interests of the company, and ss. 135-136 prohibit reckless trading and incurring obligations without reasonable grounds for believing they can be met. Security interests over personal property are perfected by registration on the PPSR, and priority is determined by registration order rather than by the form of the security.

Commercial Code companies with a single-window registry

The Código de Comercio of 1914 still governs company forms, with the sociedad anónima predominant. Registration runs through the Registro Público Mercantil, and the Ventanilla Única de Inversiones consolidates the tax, municipal and social-security steps.

Register with the DGI for a RUC and with INSS before hiring. US and EU sanctions on specific Nicaraguan officials and entities create real counterparty screening obligations for cross-border transactions.

OHADA Uniform Acts as directly applicable commercial law, with the CCJA as final appeal

Commercial law is not primarily national. The OHADA Uniform Acts apply directly and take precedence over conflicting domestic provisions, and the Cour commune de justice et d'arbitrage (CCJA) in Abidjan — not the national supreme court — is the final instance on their interpretation. Uranium and, more recently, oil are the dominant sectors, and the Niger-Benin pipeline dispute has made cross-border infrastructure arrangements commercially significant.

OHADA (Organisation pour l'harmonisation en Afrique du droit des affaires) is a treaty organisation of seventeen mainly francophone African states that legislates directly for its members through Uniform Acts. Because those Acts are self-executing and supreme over national commercial law, a practitioner in any member state works from the same commercial code as a practitioner in any other — the meaningful national variation lies in the courts, the registries and the tax treatment, not in the substantive company or security law.

CAMA 2020 modernised Nigerian company law and legalised single-member companies

The Companies and Allied Matters Act 2020 replaced the 1990 Act. It permits single shareholder/single director private companies, abolished the authorised share capital concept in favour of issued share capital, introduced limited partnerships and LLPs, and created a statutory rescue regime with administration and CVAs.

CAMA 2020 is the most significant Nigerian commercial law reform in three decades. It allows one person to form and run a private company, removing the two-member minimum; replaces authorised share capital with minimum issued share capital; exempts small companies from the audit requirement in defined circumstances; and permits electronic filing and virtual meetings for private companies. Part XI creates insolvency alternatives previously absent — company voluntary arrangements, administration and netting provisions — shifting Nigeria toward rescue rather than liquidation. It also introduced the register of persons with significant control and required disclosure of beneficial ownership. Registration is with the Corporate Affairs Commission.

Foreign investment confined to special economic zones

Published statutes provide for equity and contractual joint ventures and for wholly foreign-owned enterprises inside designated zones such as Rason. Enforcement and repatriation cannot be verified.

The DPRK has published a substantial body of foreign-investment legislation since the 1980s, most of it directed at joint ventures with Chinese counterparties in border zones. In practice, UN Security Council sanctions resolutions prohibit most joint ventures with DPRK entities outright, so the statutory framework is largely inoperative for anyone subject to those measures. There is no independent commercial court, no published contract case law and no convertible-currency banking channel that is lawful under sanctions, so the recorded texts should not be read as a usable investment route.

The Company Act, one-stop registration and free economic zones

Company law follows the Company Act, with the DOO the standard vehicle and very low minimum capital. Registration is through the Central Registry's one-stop shop, and technological industrial development zones offer incentives.

Zone incentives are subject to state-aid alignment obligations under the EU accession process, so terms can change.

The aksjeselskap (AS) registered at Brønnøysund

The private limited company (AS) is the standard vehicle, needing NOK 30,000 in share capital and registered with the Brønnøysund Register Centre, which issues an organisation number.

EEA membership means Norwegian company and market rules track EU single-market law even though Norway is not an EU member.

Foreign Capital Investment Law allowing full foreign ownership

Royal Decree 50 of 2019 removed the minimum capital requirement and the general need for an Omani partner, permitting full foreign ownership in most activities.

The 2019 package of company, investment and bankruptcy laws was Oman's most significant commercial reform, removing the fifty-one per cent Omani ownership default and the OMR 150,000 minimum capital that had made foreign investment expensive. A restricted list of activities remains closed to full foreign ownership. The Bankruptcy Law of the same year introduced restructuring where previously only liquidation was practical. Duqm's special economic zone offers additional incentives and its own regulatory authority, and the Commercial Agencies Law still shapes distribution arrangements in ways foreign principals often underestimate.

Companies Act 2017 with SECP e-filing and broad foreign ownership

The Companies Act 2017 replaced the 1984 Ordinance. SECP administers incorporation electronically, and 100 percent foreign equity is permitted in most sectors under the Investment Policy.

A single member company is permitted. Minimum capital requirements were largely removed, though sector regulators impose their own. Repatriation of profits is permitted through authorised dealers subject to State Bank of Pakistan documentation, and this is where practical friction concentrates during balance-of-payments stress. SEZ enterprises receive customs and income tax exemptions for defined periods.

Foreign Investment Board approval and sectors reserved to citizens

Companies register under the Palau National Code, and foreign investors need a Foreign Investment Approval Certificate. Several activities are reserved wholly to Palauan citizens.

Foreign investment requires a Foreign Investment Approval Certificate from the Foreign Investment Board, granted against criteria including economic benefit and citizen employment, and certain activities are reserved exclusively to citizens, including small-scale retail and some tourism services. The recurring structural issue is land: because only Palauan citizens may own land, foreign-owned ventures operate on leases, and a lease of land held by a matrilineal clan requires the consent of the clan's decision-makers, which is the step most likely to delay or defeat a project. Tourism dominates the private economy and is heavily regulated by environmental controls, so permitting under the environmental regime often matters more than corporate formalities. The US dollar is legal tender and there are no exchange controls.

Divergent company law by territory, and a 2021 secured transactions reform

Companies in the West Bank are registered under the Jordanian Companies Law of 1964 as amended; Gaza applies the Mandate Companies Ordinance of 1929. A unified draft companies law has not been enacted.

The persistence of a 1929 British ordinance in Gaza and a 1964 Jordanian statute in the West Bank means basic questions — minimum capital, director duties, single-member companies — have different answers depending on where the company is registered. A unified companies law has been drafted repeatedly without enactment. The 2021 secured transactions decree-law and the associated movable collateral registry were a real improvement, allowing security over movable assets and receivables in a way the older statutes did not. Investment incentives under the 1998 law are administered by PIPA and include income tax reductions by sector and location.

Corporations, foundations and a transparency overhaul

The 1927 Corporation Law made Panama a major incorporation centre, and the private-interest foundation added an estate-planning vehicle in 1995. Since 2016 the regime has been rebuilt around transparency: resident agents must hold beneficial-ownership data, accounting records are mandatory, and a central register now exists.

Panama exited the FATF grey list in 2023 but compliance expectations remain high; banks require full economic substance documentation. The resident-agent requirement means a local lawyer is unavoidable.

Companies Act 1997 with IPA registration and landowner consent issues

The Companies Act 1997, modelled on New Zealand's 1993 Act, is administered by the Investment Promotion Authority. Foreign enterprises must be certified by the IPA before carrying on business.

Incorporation itself is quick and follows the New Zealand template, including the solvency test for distributions. The real friction for resource and agribusiness projects lies elsewhere: activities on the reserved list are closed to foreign enterprise, and any project touching land will engage customary landowner consent and benefit-sharing, which is where deals most often stall or unravel. The Business Groups Incorporation Act allows customary groups to incorporate so they can hold and contract over interests — a mechanism with no real equivalent in Australia or New Zealand and essential to understand for landowner-facing transactions.

SAS incorporation and a maquila regime for export manufacturing

Companies are formed under the Código Civil and Ley 1034 on merchants, with the sociedad anónima and SRL as traditional vehicles. Ley 6480 of 2020 created the empresa por acciones simplificada (EAS), allowing single-shareholder electronic incorporation. Paraguay's maquila regime under Ley 1064 taxes qualifying export manufacturing at 1 percent of value added.

The maquila regime is Paraguay's signature industrial policy instrument: a company importing inputs duty-free and exporting the finished product pays a single 1 percent tax on national value added, which combined with low energy costs has attracted substantial Brazilian and Argentine manufacturing. The EAS was introduced to reduce formation time and cost, which had been a recognised competitiveness weakness.

Ley General de Sociedades with SA, SAC and SRL vehicles

Ley 26887, the Ley General de Sociedades, provides the sociedad anónima (SA), the closely held sociedad anónima cerrada (SAC) and the sociedad comercial de responsabilidad limitada (SRL). The SAC is the usual choice for small and medium businesses. Incorporation involves a notarial deed and registration in the Registros Públicos (SUNARP), plus a RUC from SUNAT.

The SAC limits itself to no more than 20 shareholders, may dispense with a board of directors and includes statutory pre-emption rights on share transfers, which is why it dominates closely held business. Decreto Legislativo 1409 added a simplified digital incorporation route (SACS) intended to shorten formation for micro and small enterprises.

Revised Corporation Code allowing one-person corporations and perpetual existence

The Revised Corporation Code of 2019 introduced the One Person Corporation, removed the fifty-year corporate term in favour of perpetual existence, and dropped the minimum of five incorporators.

The Foreign Investment Negative List sets equity ceilings by activity, and RA 11647 in 2022 lowered the minimum paid-in capital for foreign retail and allowed full foreign ownership of domestic-market enterprises employing at least fifteen Filipinos rather than fifty. Corporations must have a majority of resident directors and appoint a resident treasurer and corporate secretary who must be a Filipino citizen. The CREATE Act cut corporate income tax to 25 percent, or 20 percent for small domestic corporations, and rationalised incentives into a single menu administered by the Fiscal Incentives Review Board, replacing indefinite 5 percent gross income tax with time-limited packages.

Commercial companies code with a fast electronic register

The Commercial Companies Code of 2000 governs partnerships and companies. The spółka z ograniczoną odpowiedzialnością (sp. z o.o.) is the standard vehicle, with a minimum capital of PLN 5,000, and can be registered electronically through the S24 system.

S24 incorporation with a template deed can complete in about a day, but any deviation from the template requires a notarial deed and the ordinary registration route.

The Commercial Companies Code with same-day company formation

Companies are governed by the Commercial Companies Code, with the quota company (Lda) and the public company (SA) predominating. Portugal is known for fast incorporation, including on-the-spot and online formation through the commercial registry.

Beneficial-ownership registration and a Portuguese tax number for each shareholder and director are practical prerequisites to completing formation.

Commercial Companies Law with full foreign ownership by approval

Law 1 of 2019 allows up to one hundred per cent foreign ownership in most sectors with ministerial approval, replacing the former forty-nine per cent cap.

The 2019 Foreign Investment Law reversed the default: foreign ownership above forty-nine per cent became available across most of the economy subject to approval, rather than prohibited subject to exception, though banking and insurance remain restricted. The QFC is a separate legal and tax jurisdiction with its own companies regulations, its own court and a ten per cent corporate tax, and it permits full foreign ownership without approval, which makes it the cleaner route for many structures. The 2017 Arbitration Law is Model Law based and Qatar is a New York Convention party.

OHADA Uniform Acts as directly applicable commercial law, with the CCJA as final appeal

Commercial law is not primarily national. The OHADA Uniform Acts apply directly and take precedence over conflicting domestic provisions, and the Cour commune de justice et d'arbitrage (CCJA) in Abidjan — not the national supreme court — is the final instance on their interpretation. Hydrocarbons are governed by the 2016 Petroleum Code, which sits alongside rather than inside the Uniform Acts.

OHADA (Organisation pour l'harmonisation en Afrique du droit des affaires) is a treaty organisation of seventeen mainly francophone African states that legislates directly for its members through Uniform Acts. Because those Acts are self-executing and supreme over national commercial law, a practitioner in any member state works from the same commercial code as a practitioner in any other — the meaningful national variation lies in the courts, the registries and the tax treatment, not in the substantive company or security law.

Law 31/1990 companies with capital requirements largely abolished

The srl remains the standard vehicle and since 2020 has no minimum capital requirement at all. Registration is with the National Trade Register Office, which since 2021 accepts fully electronic filings and issues the registration certificate within days.

Micro-enterprise taxation is the real driver of structuring choices, and the 2023 tightening of its turnover and activity conditions caught many consultancies that had relied on it.

Civil Code company law with heavy counter-sanctions overlay

Companies are governed by the Civil Code and the laws on limited liability and joint-stock companies, with an OOO requiring only RUB 10,000 of capital. Since 2022 presidential decrees on counter-sanctions control transactions with persons from unfriendly states.

Exit by a foreign shareholder now typically needs approval of the government subcommission plus a mandatory discount and budget contribution, so the corporate documents are the easier half of the deal.

The 2021 Companies Law in a system deliberately migrating to the common law

Law 007/2021 governs companies on a substantially common-law model, replacing the 2009 law. Rwanda joined the Commonwealth in 2009, legislates in English, and has built commercial courts and an international arbitration centre on common-law lines — a deliberate migration from its Belgian civil-law inheritance.

Rwanda is the clearest case in Africa of a state deliberately changing legal family. Since 2008 it has legislated in English on common-law models, created specialised commercial courts, and adopted company and insolvency statutes closer to New Zealand and English precedents than to the Belgian codes it inherited. Describing Rwanda as a civil-law jurisdiction is now misleading, but so is calling it a pure common-law one: the civil codes still govern much of private law.

Companies Act with a separate Nevis corporate regime

The federal Companies Act governs domestic companies on the CARICOM model, administered by the Registrar of Companies in Basseterre. Nevis has its own corporate law under the Nevis Business Corporation Ordinance and the Nevis Limited Liability Company Ordinance, administered by the Nevis Financial Services Regulation and Supervision Department. The Nevis International Exempt Trust Ordinance underpins a well-known asset protection trust regime.

Nevis is the commercially important half of this topic: the Nevis LLC and international exempt trust are used worldwide for asset protection because the ordinances impose short limitation periods for challenging transfers and require creditors to litigate in Nevis. Nothing about the federal Companies Act tells you how a Nevis LLC works, and conflating the two is the standard error.

Companies Act 1996 on the CARICOM model

The Companies Act 1996 adopts the CARICOM harmonised model with articles of incorporation, so company law is common law in character despite the civilian Civil Code. The Registry of Companies and Intellectual Property administers incorporation, and an international business company regime operates under separate legislation. Insolvency remains largely a matter of the older Bankruptcy Act together with codal rules on creditor priority.

Security over movable property is one place where the mixed system bites commercially, because the Civil Code's rules on hypothec and pledge sit alongside common law style charges, and taking security requires attention to which regime governs the asset. The Commercial Code also survives in part and governs some aspects of sale and agency that a common lawyer would expect to find in case law.

Companies Act 1994 with a restructured offshore sector

The Companies Act 1994 follows the CARICOM harmonised model with articles of incorporation, administered by the Commerce and Intellectual Property Office. The former international business company regime was replaced by the Business Companies Act, and the Financial Services Authority regulates the international sector. Insolvency proceeds under the winding-up provisions of the Companies Act and the Bankruptcy Act.

The move from the international business company regime to the Business Companies Act was driven by OECD and EU pressure and removed the ring-fenced tax exemption, so legacy IBCs had to migrate and any structure still described as an IBC should be verified. Saint Vincent also hosts a large number of forex and financial services entities, and the FSA's licensing status for such a business is worth checking independently.

Companies Act 2001 with foreign investment reserved lists

Incorporation under the Companies Act 2001 through the Ministry of Commerce, Industry and Labour, with foreign investment regulated under the Foreign Investment Act and certain activities reserved to citizens.

The Companies Act 2001 follows the New Zealand 1993 model, so directors' duties and the solvency test will be familiar. Reserved activities — historically including small retail, taxi services and certain traditional occupations — are closed to foreign investors, and restricted activities need approval. Samoa also maintained an offshore sector under the International Companies Act, but that regime has been substantially wound back under international transparency pressure and should not be assumed to be available on historic terms. The practical constraint on any land-using venture is the same as elsewhere in Polynesia: customary land cannot be bought, so the business plan must be built around a lease.

The 2006 Company Act with higher capital thresholds than Italy

Companies are governed by Law 47/2006, which recognises the S.r.l. and the S.p.A. Licensing is a separate step: an operating licence must be granted before the business may trade.

The licence, not the incorporation, is the practical bottleneck, and it is granted for a defined activity at a defined premises.

Companies Law 2022 and a commercial court system

The Companies Law of 2022 modernised corporate forms and introduced the simplified joint stock company. Commercial disputes go to dedicated commercial courts, and arbitration is well established.

The 2022 Companies Law removed the requirement for minimum capital in most forms and created the simplified joint stock company aimed at startups and venture investment, which together made Saudi incorporation genuinely competitive for the first time. The 2012 Arbitration Law is Model Law based and awards are enforceable, but the sharia public policy exception is real and interest awards in particular are vulnerable at the enforcement stage, so structuring around it matters. The 2018 Bankruptcy Law introduced a workable reorganisation procedure where previously insolvency effectively meant liquidation.

OHADA Uniform Acts as directly applicable commercial law, with the CCJA as final appeal

Commercial law is not primarily national. The OHADA Uniform Acts apply directly and take precedence over conflicting domestic provisions, and the Cour commune de justice et d'arbitrage (CCJA) in Abidjan — not the national supreme court — is the final instance on their interpretation. Dakar has dedicated commercial courts created in 2017, and the Cour d'Appel de Commerce hears commercial appeals. Petroleum and gas legislation adopted from 2019 governs the Sangomar and Grand Tortue developments.

OHADA (Organisation pour l'harmonisation en Afrique du droit des affaires) is a treaty organisation of seventeen mainly francophone African states that legislates directly for its members through Uniform Acts. Because those Acts are self-executing and supreme over national commercial law, a practitioner in any member state works from the same commercial code as a practitioner in any other — the meaningful national variation lies in the courts, the registries and the tax treatment, not in the substantive company or security law.

The Companies Act, the d.o.o. and one-stop registration at the APR

Company law follows the Companies Act, with the d.o.o. dominant and the a.d. used for larger and listed businesses. Registration is with the Business Registers Agency, which also serves as a one-stop shop for tax and social registration.

Serbia's law is being progressively aligned with the EU acquis, so check for recent amendments before relying on older commentary.

Companies Act 1972 with the IBC regime and a modern insolvency framework

Domestic companies are governed by the Companies Act 1972, while the International Business Companies Act 2016 provides the offshore vehicle for which Seychelles is best known. The Financial Services Authority licenses IBCs and international trusts, and the Insolvency Act 2013 provides administration and liquidation.

The Beneficial Ownership Act 2020 was the decisive reform: after EU and OECD listing pressure, Seychelles required beneficial-ownership registers held by resident agents and accessible to authorities, which changed the character of the IBC regime from anonymity to registered-but-not-public ownership.

Companies Act 2009 with a Corporate Affairs Commission and simplified small-company rules

The Companies Act 2009 modernised registration and governance, permitting private companies with reduced formalities and creating the Corporate Affairs Commission as registrar. The Business Registration Act regime and later amendments were aimed at improving Sierra Leone's ease-of-doing-business position.

The Companies Act 2009 replaced the 1938 Ordinance. It provides for private and public companies limited by shares or guarantee, sets out directors' duties, requires annual returns and audited accounts with exemptions for small private companies, and establishes the Corporate Affairs Commission to administer the register. Subsequent reform efforts focused on reducing incorporation steps and cost, and on introducing electronic filing. Insolvency provisions remain largely liquidation-oriented, without a modern rescue procedure of the administration type, and reform proposals have been under discussion. Foreign investment is governed by the Investment Promotion Act 2004 with guarantees against expropriation without compensation and provision for international arbitration.

One-day incorporation and a Companies Act in the common-law tradition

The Companies Act governs incorporation, which ACRA can complete within a day through BizFile. A private limited company needs at least one director ordinarily resident in Singapore; there is no minimum capital beyond a single dollar.

The resident-director requirement is the practical constraint on foreign founders, usually met by appointing a nominee alongside foreign directors. Companies must appoint a company secretary within six months and file annual returns; audit is exempt for small companies meeting two of three thresholds on revenue, assets and headcount. Singapore has no capital gains tax and a 17 percent corporate rate with partial exemptions for new companies, which is why so many regional holding structures sit here. Contract law remains largely judge-made, following English common law with local divergence on penalties and remoteness.

Commercial Code companies with a public-sector partners register

The 1991 Commercial Code governs companies, with the s.r.o. requiring EUR 5,000 of capital. Anyone contracting with the state must be entered in the register of public sector partners, disclosing the ultimate beneficial owner.

Registration in the public sector partners register must be done through an authorised person who assumes liability for the accuracy of the beneficial ownership statement.

The Companies Act, the d.o.o. and free one-stop-shop registration

Company law follows the Companies Act in the Austro-German tradition, with the d.o.o. the standard vehicle and the d.d. used for larger enterprises. The e-VEM/SPOT one-stop system allows free electronic registration of simple companies.

A founder with unpaid tax debts or a recent insolvency history can be statutorily barred from registering a new company.

Companies Act 2009 with a reserved list for foreign investment

The Companies Act 2009 modernised a colonial-era statute and introduced online registration through the Company Haus registry. Foreign investors must register under the Foreign Investment Act.

The 2009 Act was accompanied by a genuinely innovative feature: the community company, a simplified vehicle designed for customary groups that need corporate form without the compliance burden of an ordinary company. For foreign investors the binding constraint is the reserved and restricted activities schedule under the Foreign Investment Act, which closes some sectors outright and conditions others. As in Papua New Guinea, the deeper obstacle in resource and tourism projects is customary land access rather than corporate formation, and logging licences in particular have a long history of contested landowner consent.

A 1970s civil code, new financial legislation, and business running on trust networks

The Civil Code of 1973 and older commercial legislation remain nominally in force, supplemented by recent banking, communications and company legislation. In practice much commerce operates through clan-backed trust networks and hawala rather than through registered entities and courts.

The formal private law descends from Italian civil law through the colonial and trusteeship periods, and the 1973 Civil Code has never been comprehensively replaced, so on paper Somalia is a civil-law jurisdiction. The functioning commercial order is different: enforcement rests substantially on reputation, clan guarantees and xeer-mediated settlement, and money movement runs through hawala remittance networks that predate and outperform the formal banking system. Rebuilding has been real in specific sectors — the Central Bank has licensed commercial banks under the 2012 Financial Institutions Law, mobile money is near-universal, and telecommunications is unusually competitive — but company registration, insolvency and judicial enforcement of commercial contracts remain weak and jurisdictionally contested between federal and member state authorities. This entry is research because the operative rules of commerce are largely not the published ones.

Companies Act 71 of 2008, business rescue, and B-BBEE as a commercial reality

Company law is codified in the Companies Act 71 of 2008, administered by the CIPC. The Act introduced a modern solvency-and-liquidity test in place of capital maintenance, partially codified directors' duties, and replaced judicial management with business rescue. Separately, broad-based black economic empowerment is not a formality: a company's B-BBEE level materially affects its ability to win public and large private contracts.

Business rescue under Chapter 6 is the most commercially significant innovation of the 2008 Act. Filing a resolution places the company under a moratorium against legal proceedings, which has made rescue a routine defensive step as well as a genuine turnaround mechanism, and the courts have developed a substantial jurisprudence on abuse of that moratorium. Directors are exposed personally under s 218(2) and s 77 for reckless or fraudulent conduct of business, so solvency-and-liquidity testing before distributions and financial assistance is a standing board discipline.

Commercial Act company forms with chaebol-focused fair-trade rules

The Commercial Act provides the corporate forms, with the chusik hoesa joint-stock company dominant. The Monopoly Regulation and Fair Trade Act imposes distinctive controls on large business groups.

Rules aimed at large conglomerates restrict cross-shareholding, debt guarantees between affiliates and unfair internal dealing, and require disclosure of group structures. The 2020 fair-trade overhaul introduced private injunctive relief and expanded liability for intra-group transfers of value. Foreign investment is largely liberalised under the Foreign Investment Promotion Act, with notification rather than approval in most sectors, though defence, broadcasting and some network industries remain restricted. A minimum of one director suffices for smaller companies, with an audit committee required above thresholds.

A 2012 Companies Act, oil-dependent revenue and thin commercial institutions

The Companies Act 2012 and Investment Promotion Act 2009 provide the framework, drafted on common-law models. Oil accounts for the overwhelming share of exports and government revenue, and non-oil commercial activity is small.

The commercial statutes were drafted quickly around independence on common-law templates, giving South Sudan a modern-looking Companies Act with private and public company forms. The gap is institutional rather than legislative: registry capacity, commercial court experience and enforcement are all limited, so the practical cost of doing business bears little relation to the quality of the drafting. Oil dominates, and the Petroleum Act and Petroleum Revenue Management Act set out licensing and a revenue framework including a stabilisation account; the pipeline runs through Sudan, so export depends on transit arrangements with Khartoum, which have been interrupted by the war there. Because the oil sector is governed as much by production-sharing agreements and intergovernmental arrangements as by published statute, and because those are not fully public, this is recorded as research.

Capital companies, the Commercial Registry and notarised incorporation

Business is dominated by the sociedad limitada (SL) and the sociedad anónima (SA), governed by the Capital Companies Act. Incorporation runs through a notarial deed and registration at the Commercial Registry, with insolvency handled by the consolidated Insolvency Act.

A tax identification number (NIF) and, for foreign investors, a foreign-investment declaration are practical prerequisites to trading.

A 2007 Companies Act on New Zealand lines, with BOI incentives alongside

The Companies Act No. 7 of 2007 modernised Sri Lankan company law along New Zealand lines, replacing authorised capital with a solvency-test regime. Investment structuring turns heavily on whether a company is registered with the Board of Investment, which can grant tax and exchange-control concessions and is the practical gateway for foreign projects.

Companies register with the Registrar General of Companies; a private company needs one director and one shareholder. Distributions require the directors to certify satisfaction of the solvency test. Foreign investment above sectoral thresholds needs BOI approval; some sectors are restricted or closed. Overseas companies establishing a place of business must register as such. BOI-registered and non-BOI companies face materially different tax and repatriation positions — establish status before structuring. Annual returns and audited accounts are filed with the Registrar; late filing penalties accrue per day.

A 2015 Companies Act and 2021 Investment Act, both overtaken by the war economy

The Companies Act 2015 and Investment Encouragement Act 2021 provide the formal framework, and the 1984 Civil Transactions Act supplies the law of obligations. Banking sector removal from the US state-sponsor list in 2020 briefly reopened correspondent relationships.

The formal law is a recognisable Anglo-Egyptian hybrid: company forms derive from English models via the colonial period, while the general law of obligations sits in the 1984 Civil Transactions Act, an Islamically-framed codification that replaced the earlier reception of English common law. Sudan operated a fully Islamic banking system from 1984, so conventional interest-based lending has no domestic legal basis and finance is structured through murabaha, musharaka and similar instruments. The 2020 delisting from the US state sponsors of terrorism list, and the associated settlement, was expected to restore correspondent banking and foreign investment, and some of that had begun before April 2023. The war has since destroyed much of the industrial base around Khartoum, and the practical availability of company registration, courts and banking cannot be verified, so this is recorded as the law on the books.

Wetboek van Koophandel companies with an oil discovery ahead

Companies are formed under the Wetboek van Koophandel, most commonly as a naamloze vennootschap (NV), registered with the Kamer van Koophandel en Fabrieken. Major offshore oil discoveries in Block 58 from 2020 are moving toward production, and mining — gold and bauxite historically — remains central under the Mining Decree.

Suriname's company law remains close to older Dutch commercial law, so the NV is the dominant vehicle and modernisation of the code has lagged behind the Netherlands' own reforms. Staatsolie, the state oil company, holds the state participation in petroleum agreements, and the Block 58 development with TotalEnergies and APA is expected to transform public finances in a pattern comparable to neighbouring Guyana.

The aktiebolag (AB) registered at Bolagsverket

The private limited company (AB) is the standard vehicle, requiring SEK 25,000 in share capital and registered with the Swedish Companies Registration Office (Bolagsverket).

The minimum capital was halved to SEK 25,000 in 2020 to make company formation more accessible to small ventures.

The GmbH and the AG, with real minimum-capital requirements and a resident representative

The Code of Obligations governs company law. The limited liability company (GmbH/Sàrl) needs CHF 20,000 of fully paid capital, and the stock corporation (AG/SA) needs CHF 100,000 with at least CHF 50,000 paid in. At least one person able to represent the company must be resident in Switzerland.

The Swiss-resident representative rule catches many foreign founders, who must appoint a local director or manager with signing authority. A 2023 company-law reform introduced capital in foreign currency and more flexible capital bands.

Companies Law 2011, with sanctions and currency controls dominating practice

Companies are formed under Law No. 29 of 2011. Sanctions imposed from 2011, partially eased from 2025, and strict foreign exchange controls have been the determining factors for business rather than company law itself.

The 2011 companies law modernised corporate forms, and the 2021 investment law created a Syrian Investment Authority with a one-stop window and guarantees on profit transfer. Neither has operated in normal conditions. US, EU and UK sanctions from 2011 restricted banking, energy and much trade; from 2025 there has been significant easing, including suspension of some US measures and EU steps, but the position is changing and requires current verification rather than reliance on any fixed statement. Foreign exchange restrictions and the gap between official and market rates have historically been the practical obstacle to repatriating value.

Portuguese-model company law with OHADA-style simplification and petroleum expectations

Company law follows the Portuguese model with the sociedade por quotas and sociedade anónima, registered through the Guiché Único. The Investment Code offers incentives, and the Joint Development Zone with Nigeria governs petroleum exploration in shared maritime areas.

The Joint Development Zone with Nigeria is the distinctive feature of the country's commercial legal framework: petroleum rights in the shared area are administered by a joint authority under treaty rather than by São Toméan law alone, with revenue split 40:60 in Nigeria's favour.

Civil-code companies with free economic zones offering tax holidays

Companies are formed under the Civil Code and the Law on Limited Liability Companies. Free economic zones offer customs and tax concessions to attract manufacturing investment.

The 2016 Investment Law guarantees national treatment, protection against expropriation without compensation and access to international arbitration. Registration is nominally single-window and fast, though licensing and inspection remain significant practical burdens and the World Bank has documented informal costs. Aluminium and hydropower dominate the economy and involve state-linked entities, so major projects are negotiated rather than simply registered. Currency controls and repatriation practice are a recurring concern for investors.

The Companies Act 2002 with mandatory local participation in mining and gas

The Companies Act 2002 governs incorporation on an English model. The 2017 natural wealth legislation asserted permanent sovereignty over resources, voided disputed arbitration clauses in extractive contracts and required local content, which substantially changed the risk profile of resource investment.

The 2017 statutes are the defining feature of Tanzanian business law for foreign investors: they require that disputes over natural resources be resolved in Tanzanian forums rather than international arbitration, and permit parliamentary review of existing contracts for unconscionable terms. Whether they are compatible with pre-existing bilateral investment treaties is a live question.

Foreign Business Act restricts foreign majority ownership in listed activities

The Civil and Commercial Code governs companies, but the Foreign Business Act is the gating statute: it reserves three schedules of activities, so a company more than 49 percent foreign-owned needs a licence or a treaty route to operate in them.

A private limited company needs at least two shareholders after the 2023 amendment reduced the threshold from three, and registration is straightforward; the difficulty is ownership. List 1 activities are closed to foreigners, List 2 needs Cabinet approval, and List 3 needs a Foreign Business Licence which is granted sparingly. Practitioners often see Thai-majority structures where the Thai shareholding is nominal, but nominee arrangements are expressly unlawful under section 36 and carry criminal liability. Legitimate routes to foreign control run through Board of Investment promotion, the US-Thai Treaty of Amity, or EEC licences, each with conditions on capital and activity.

Companies Act 1992 and the International Business Companies Act 2000

Domestic companies incorporate under the Companies Act 1992, while the International Business Companies Act 2000 provides a streamlined vehicle widely used for cross-border holding and structuring. Both are administered by the Registrar General's Department. Since 2018 the Commercial Entities (Substance Requirements) Act has required relevant entities carrying on specified activities to demonstrate adequate local substance and to report annually.

The IBC is no longer a light-touch vehicle: substance and beneficial ownership legislation introduced in 2018 means an entity must be able to show where it is genuinely managed, and reporting failures carry penalties independent of any tax consequence. Businesses also need a Business Licence, which is assessed on turnover rather than profit and is a separate annual obligation from the corporate filings.

Commercial companies under a 2004 statute with SERVE registration

Commercial Companies Law No. 4/2004 provides for private and public limited companies. Registration runs through SERVE, the business registration and verification service, which operates as a single window for incorporation and licensing.

The two principal forms are the sociedade por quotas, a private limited company, and the sociedade anónima, a public company. SERVE has substantially shortened incorporation timelines by consolidating registration, tax number issuance and municipal licensing. The Private Investment Law of 2017 offers tax and customs benefits for qualifying investment through TradeInvest Timor-Leste, and provides guarantees against expropriation without compensation. Petroleum activity is carved out and governed by its own regime tied to the Timor Sea arrangements.

OHADA Uniform Acts as directly applicable commercial law, with the CCJA as final appeal

Commercial law is not primarily national. The OHADA Uniform Acts apply directly and take precedence over conflicting domestic provisions, and the Cour commune de justice et d'arbitrage (CCJA) in Abidjan — not the national supreme court — is the final instance on their interpretation. Lomé's deep-water port and its free zone regime make Togo a transit hub for the Sahel, and the Centre de Formalités des Entreprises offers rapid single-window incorporation.

OHADA (Organisation pour l'harmonisation en Afrique du droit des affaires) is a treaty organisation of seventeen mainly francophone African states that legislates directly for its members through Uniform Acts. Because those Acts are self-executing and supreme over national commercial law, a practitioner in any member state works from the same commercial code as a practitioner in any other — the meaningful national variation lies in the courts, the registries and the tax treatment, not in the substantive company or security law.

Companies Act 1995 with a business licence regime

Companies incorporate under the Companies Act 1995 through the Ministry of Trade and Economic Development, with a separate business licence required to trade and foreign investment registration for non-citizens.

Incorporation follows the New Zealand 1993 template. Two Tongan features matter more than the corporate form. First, trading requires a business licence separate from incorporation, and it must be renewed. Second, because no land can be owned outright by anyone, a commercial venture needs a registered lease of a town or tax allotment, and leases of allotments require Cabinet consent — so the property step, not the company step, sets the project timetable. Certain activities are reserved to Tongan nationals under the foreign investment regime.

Companies Act 1995 on the Canadian model

The Companies Act 1995 replaced the older English-style ordinance with a statute modelled on Canadian business corporations legislation, which is why Trinidad and Tobago uses articles of incorporation rather than a memorandum. Companies are registered with the Companies Registry at the Ministry of the Attorney General and Legal Affairs. A single shareholder and a single director are permitted for a private company.

The Canadian lineage has practical consequences beyond terminology: the statute contains an oppression remedy and a derivative action with leave, giving minority shareholders a route that English-model companies legislation in the region often lacks. Continuance provisions also allow a foreign company to migrate into the jurisdiction rather than incorporate afresh.

A 2000 commercial companies code with a 2016 investment law

The Code des Sociétés Commerciales of 2000 governs company forms, and Law 2016-71 restructured investment incentives and created the Tunisian Investment Authority.

Tunisia's offshore and onshore distinction historically shaped structuring — companies exporting substantially all output enjoyed a separate tax and customs regime — and successive reforms have narrowed but not eliminated that dualism, so the export status of an entity remains a live structuring question. Law 2016-71 replaced the old investment code, created a negative list of sectors requiring authorisation, and guaranteed transfer of capital for qualifying foreign investment, which matters because exchange control under the Central Bank remains restrictive. Foreign participation above 50 per cent in certain service activities requires approval. Enforcement of security interests and the registry infrastructure are functional but slow, and insolvency reform under Law 2016-36 introduced a formal rescue procedure.

The Commercial Code No. 6102 with joint stock and limited companies

The Turkish Commercial Code of 2011, in force from July 2012, governs companies, commercial transactions and negotiable instruments. The limited liability company and the joint stock company are the principal forms, registered with the trade registry through MERSIS.

The 2011 Commercial Code modernised Turkish company law, introducing single-shareholder companies, independent audit requirements for larger entities, and stronger corporate governance rules. Minimum capital is set by statute and was raised in 2024. Registration proceeds through MERSIS, the central trade registry system, and can be completed quickly. The Foreign Direct Investment Law establishes national treatment for foreign investors and free transfer of profits, and there is no general screening requirement. Free zones and the technology development zones offer tax and customs advantages for qualifying activity.

State-dominated economy with investment routed through government agreement

The Law on Foreign Investment and the Enterprises Law provide the framework, but hydrocarbons dominate and major investment is negotiated directly with the state rather than simply registered.

Almost all significant economic activity involves state entities, and gas export arrangements are governed by intergovernmental agreement rather than ordinary commercial law. Production sharing agreements exist for offshore Caspian blocks under the Petroleum Law. Currency convertibility is tightly controlled and repatriation of profit is a persistent practical obstacle reported by investors. Because the gazette is not publicly accessible in a usable form and no case law is published, the operative content of commercial law cannot be verified externally.

Companies Act with a very small formal private sector

Companies register under the Companies Act administered by the Registrar, with business licensing at both national and island level. The formal private sector is small and state-linked enterprises dominate.

Tuvalu has a population of roughly eleven thousand and a correspondingly small corporate sector, so commercial practice is dominated by government, state-owned enterprises and the cooperative society rather than by private companies. Foreign investment requires approval and is limited in practice by land access, since land is customary and cannot be bought. Two revenue streams shape the commercial landscape more than company law does: fishing licence revenue under the Parties to the Nauru Agreement vessel day scheme, and the licensing of the .tv internet domain, which is a significant share of government income.

The Companies Act 2012, replacing the 1964 statute

The Companies Act 2012 modernised Ugandan company law on an English model, introducing the single-member company and abolishing the requirement for an objects clause. The Insolvency Act 2011 introduced administration and provisional administration as rescue procedures.

The 2011 and 2012 statutes came as a pair and together replaced legislation dating to 1964. The Insolvency Act's introduction of administration, and its unified treatment of corporate and personal insolvency in a single statute, is the more unusual feature — most common-law systems keep them apart.

A civil and commercial code split, with the commercial code repealed

Ukraine long ran parallel Civil and Commercial Codes; the Commercial Code was repealed in 2024 as part of EU approximation, leaving the Civil Code as the single basis. The TOV limited liability company has no minimum capital and is registered in the unified state register.

Diia.Business allows online incorporation with a qualified electronic signature, but banks still require in-person identification of directors before an account is usable.

Full foreign ownership onshore since 2021, plus more than forty free zones

The 2020 amendment to the Companies Law removed the general requirement for fifty-one per cent Emirati ownership of onshore companies, ending the sponsor structure for most activities.

The end of the mandatory local partner in 2021 removed the main historical reason to incorporate in a free zone, but the zones remain attractive for the legal system they carry rather than the ownership rule they used to avoid: an ADGM or DIFC company sits under common law with an English-language court. Free zone entities have historically faced restrictions on trading directly in the onshore market, which is the trade-off. The 2018 Arbitration Law is Model Law based and the UAE is a New York Convention party, and the 2023 Bankruptcy Law introduced a preventive settlement procedure and a dedicated bankruptcy court.

Same-day online company formation at Companies House

A private limited company can be incorporated online within 24 hours with no minimum capital. Directors and people with significant control are on the public register, now subject to stricter identity verification.

Identity verification at Companies House is being phased in, adding a step that used to be near-instant online formation.

State incorporation, Delaware's dominance and the federal securities overlay

Corporate law in the United States is state law, and a corporation is governed by the internal affairs of its state of incorporation regardless of where it operates. Delaware holds the majority of large public companies because of the Delaware General Corporation Law and the specialist Court of Chancery, which sits without a jury. Federal law enters through the securities statutes once shares are publicly offered.

The limited liability company, not the corporation, is now the default vehicle for closely held American business, because it offers pass-through taxation with limited liability and near-total freedom of contract in its operating agreement. Chapter 11 is a debtor-in-possession restructuring in which existing management stays in control, which is why distressed foreign groups with a US nexus often file there.

Ley 16.060 companies plus the 2019 SAS and free zones

Ley 16.060 governs commercial companies, principally the sociedad anónima and SRL, supervised by the Auditoría Interna de la Nación. Ley 19.820 of 2019 created the sociedad por acciones simplificada (SAS) with single-shareholder electronic formation. Uruguay's free-zone regime under Ley 15.921 offers wide tax exemptions and hosts substantial services and logistics operations.

Free-zone users are exempt from essentially all national taxes on their activity in exchange for employment and investment commitments, which is why Zonamerica and similar parks host regional shared-service centres. The SAS was introduced partly to give startups an alternative to the shelf-company market that had grown around the slower SA formation process.

Post-2017 liberalisation with currency convertibility restored

Reforms since 2017 liberalised the currency, cut licensing and opened most sectors to foreign ownership. Companies are formed under the Civil Code and the Law on Limited Liability Companies.

The 2017 decision to allow free conversion of the som removed the parallel-rate problem that had deterred investment for two decades, and is the pivot on which the current regime turns. The 2019 investment law consolidated guarantees on national treatment, protection from expropriation and repatriation, and provides for international arbitration. Free economic zones offer staged tax and customs concessions. Privatisation of state enterprises is ongoing, and state dominance in banking and energy remains the practical constraint rather than the legal framework.

Companies Act 2012 alongside an offshore international company regime

Domestic companies incorporate under the Companies Act 2012 through the Vanuatu Financial Services Commission, which also administers a separate international company regime used for offshore structuring.

Vanuatu runs two tracks. Domestic trading companies use the Companies Act 2012, which replaced the 1986 legislation and follows a modern New Zealand-influenced template. The International Companies Act supports the offshore sector, historically a significant part of the economy. That sector has been under sustained external pressure: Vanuatu has appeared on international listings concerning tax transparency and anti-money-laundering, and successive reforms to economic-substance and beneficial-ownership requirements have followed. Anyone advising on an offshore structure here must check the current listing and substance position rather than relying on the jurisdiction's historical reputation.

Código de Comercio companies with heavy exchange and price controls

Companies are formed under the Código de Comercio, most commonly as a compañía anónima (CA) or sociedad de responsabilidad limitada, registered with the Registro Mercantil. Business operation has been shaped by extensive state intervention — currency controls, price regulation and expropriations — much of it relaxed in practice since 2019 alongside de facto dollarisation.

The formal legal framework and the operating reality have diverged sharply: the exchange-control system that dominated business planning for 15 years was repealed in 2018 and transactions are now widely conducted in US dollars, while much price-control legislation remains on the books but is inconsistently enforced. Anyone advising here must check current practice rather than relying on the published statutes alone.

Enterprise Law forms plus an Investment Law approval layer for foreign capital

The Law on Enterprises 2020 governs company forms, and the Law on Investment 2020 adds an approval layer for foreign investors: many projects need an Investment Registration Certificate before the company can be registered.

The usual vehicle is a single or multi-member limited liability company; joint stock companies are used where shares must be transferable or capital raised publicly. Foreign investors face a two-step process, IRC then Enterprise Registration Certificate, and sector conditions from WTO commitments and the negative list restrict or condition activities including advertising, logistics, education and distribution. There is no general minimum capital, but registered capital must be credible against the licensed project and is scrutinised. Charter capital must be contributed within ninety days. Conditional sectors listed in the Investment Law require further sub-licences, which is where timelines usually slip.

A 1997 companies law operating in a fragmented economy

The Commercial Companies Law of 1997 and the Investment Law of 2010 remain in force, but dual regulation from Sanaa and Aden makes compliance genuinely ambiguous.

The central practical problem is duplication: a company may be registered in Sanaa, in Aden, or in both, and tax and customs are demanded by both administrations, so a business can face two sets of obligations for the same activity. The central bank split in 2016 produced two currencies in circulation at divergent rates, which affects contract pricing and enforcement directly. The 1997 and 2010 laws are conventional in content and remain formally applicable. Yemen is a New York Convention party. This entry is research because the operative regulatory position cannot be verified from open sources.

Companies Act 10 of 2017 with PACRA registration and beneficial-ownership filing

The Companies Act 10 of 2017 replaced the 1994 Act and is administered by the Patents and Companies Registration Agency. It introduced mandatory beneficial-ownership disclosure, which matters in a mining economy, and the Corporate Insolvency Act 9 of 2017 separately provides business rescue.

Zambia's company law is English-derived and its 2017 modernisation was driven substantially by transparency commitments around the copper sector, which is why beneficial-ownership registration is a statutory obligation rather than an administrative practice.

Companies and Other Business Entities Act 2019 with PBC registration

The Companies and Other Business Entities Act (Chapter 24:31) replaced the 1951 Companies Act in 2019 and introduced the private business corporation as a simplified vehicle. Registration is with the Registrar of Companies. Indigenisation requirements have been substantially relaxed since 2018, retained mainly for diamonds and platinum.

The 2019 Act was a wholesale modernisation, consolidating companies, private business corporations and co-operative rules into one statute, and the 2018 Insolvency Act separately introduced business rescue in place of the older judicial-management regime.