Company & Commercial updates

Albania

New draft law on chambers of commerce
  • Albania
  • March 07 2016

The Ministry of Economic Development, Tourism, Trade and Entrepreneurship has proposed a draft law which would amend the rules applicable to the Chambers of Commerce and Industry and the Union of Chambers of Commerce and Industry. The draft law would controversially reinstate the compulsory membership of legal entities of the chambers, which the ministry states is necessary due to the financial difficulties faced by the chambers.

New law on National Business Centre
  • Albania
  • January 18 2016

Parliament recently passed the National Business Centre Law, which aims to promote business by offering registration and licensing procedures through one institution. Following the establishment of the National Business Centre, the National Registration Centre and the National Licensing Centre will cease to exist. The new centre will issue advisory opinions on the registration and licensing of commercial entities.


Argentina

Single-shareholder corporations – changes needed
  • Argentina
  • November 28 2016

One of the major changes introduced by the amended General Companies Law is the possibility of setting up corporations formed by a single shareholder. While the introduction of single-shareholder corporations is a step in the right direction, the restrictions and requisites imposed therein evidence that this new type of organisation does not meet the expectations of the legal and business communities.

Simplified corporation introduced to facilitate SME business
  • Argentina
  • September 05 2016

In its continued effort to promote the revival of the Argentine economy, the government recently submitted a bill to Congress to create a new type of simplified corporation. At present, in order to undertake a business venture in Argentina – no matter how small – an entrepreneur must set up a traditional company, which will be subject to the same rules and taxes applicable to well-established big businesses.


Austria

Contributed by Schoenherr Attorneys at Law
Beneficial Ownership Register to be introduced in Austria
  • Austria
  • September 04 2017

Parliament recently passed a new law on the registration of beneficial owners of Austrian legal entities. After obtaining the necessary approval of the Austrian federal states, the law is expected to enter into force on January 15 2018. In disclosing the relevant information on beneficial owners, the register aims to detect and prevent money laundering, especially with regard to complex corporate structures, holding companies or private foundations and trusts.

Participation rights as alternative investment and equity financing instruments
  • Austria
  • June 05 2017

The typical way to invest in an Austrian company is by way of a capital increase. However, there are formalities with respect to limited liability companies (LLCs) – the most popular legal form in Austria – that sometimes make investing in LLCs unattractive or burdensome. To eliminate the concerns associated with these transactions, Austrian law provides a suitable, but widely unknown, alternative investment instrument: participation rights.

Simplified procedure for foundation of standard LLCs
  • Austria
  • May 29 2017

The Austrian Parliament recently passed an amendment to the law on limited liability companies (LLCs) aimed at simplifying the foundation of a special kind of LLC. The purpose of the changes – and the simplifications associated with them – have been hotly debated.

Further clarification on apparent authority
  • Austria
  • March 20 2017

In a recent decision the Supreme Court held, in line with prior case law, that apparent authority requires the circumstances on which the assumption of authority is based to be induced by the principal, not by the representative. Although this is not new, the verdict has helped to clarify the boundaries of apparent authority. Certain key requirements must be met in order to establish apparent authority and thus allow the counterparty to rely on it.

Boost your start-up with an advisory board – points to consider
  • Austria
  • March 13 2017

Most start-ups are founded by first-time founders directly after graduation, with the founding team typically consisting of no more than two members. Because of this, founders are often unequipped to deal with the business challenges that they will face. Founders thus often make mistakes, especially at the start. Having an advisory board with qualified and trusted members can help a start­-up to transform its potential into successes and create a foundation for sustainable development.


Brazil

Apostille Convention ratified in Brazil
  • Brazil
  • March 07 2016

The government recently ratified the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents. The convention aims to remove the requirement of diplomatic or consular legalisation of foreign documents. The government's goal in ratifying the convention is clearly to reduce bureaucracy. For companies, this reduction will decrease the expenses associated with, among other things, validating foreign documents.


British Virgin Islands

BVI continuations and discontinuations – an overview
  • British Virgin Islands
  • October 23 2017

The ability to continue a foreign company as a BVI company or to continue a BVI company as a company under the laws of another jurisdiction quickly and seamlessly is just one example of the many flexible features of the Business Companies Act 2004. This feature is particularly useful in the context of corporate reorganisations, and counsel should be aware of the process and requirements for continuations and discontinuations.

Shareholder activism: considerations for BVI companies
  • British Virgin Islands
  • August 21 2017

As the world's leading incorporation vehicles, BVI companies are listed on exchanges and conduct business around the world and may therefore expect to be occasionally involved in activist campaigns or other challenges from shareholders. However, many investors and their advisers may be less familiar with BVI company law than their domestic legislation.

An unusual choice? BVI restricted purposes company
  • British Virgin Islands
  • November 21 2016

Restricted purposes companies offer certain advantages and are a valuable facet of the British Virgin Island's offerings to international finance. While restricted purposes companies are intentionally niche and specialised, they prove that there remains a place in the contemporary legal world for more traditional principles of common law, such as restricted purposes and constructive notice.

Five questions lenders should ask before contracting with BVI counterparties
  • British Virgin Islands
  • November 07 2016

Lenders of BVI contracting parties are often concerned with whether the company with which they are contracting has the capacity to enter into the transaction. However, there are a number of other questions which prudent lenders should address, and they would be wise to seek specialist advice before entering into contractual arrangements with a BVI company.