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ODYSSEY BY KALEXIUS

Odyssey by Kalexius is our dedicated service for global corporate governance.

Odyssey is unique in offering a centralized entity management offering led by senior lawyers with extensive experience in international and comparative law.

Our experts manage legal entity portfolios on behalf of company secretaries, in-house lawyers and law firms for a fixed fee. They ensure that entities remain in good standing at all times and implement changes to corporate structures on an on-going basis.

Our clients include large multinational corporations, family offices and law firms. They all benefit from greater peace of mind from the treatment of their corporate entities, immediate and up-to-date access to their subsidiary information as well as increased scalability and cost savings.

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PAULINE ZIMMERMANN

PRACTICE HEAD - ODYSSEY

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Regulatory requirements: sample jurisdictions

Thanks to our network of local partners, we cover virtually every jurisdiction in the world.
Click on the list below to see requirements in each selected jurisdiction.
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AFRICA & MENA

DUBAI

IRAQ

NIGERIA

SENEGAL

SOUTH AFRICA

LATAM

ARGENTINA

BRAZIL

MEXICO

EUROPE

FRANCE

LUXEMBOURG

POLAND

SWITZERLAND

UKRAINE

UNITED KINGDOM

NORTH AMERICA

CANADA

UNITED STATES

APAC

AUSTRALIA

CHINA

JAPAN

SINGAPORE

OFFSHORE

BRITISH VIRGIN ISLANDS

CAYMAN ISLANDS

JERSEY

MAURITIUS

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COMMITMENTS.

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DUBAI

Federal Decree-Law No.32 of 2021 on Commercial Companies

Shareholders
  • Annual accounts
  • Minutes of annual general meeting
  • Auditor’s and directors report

Not applicable
  • Reservation of the trade name
  • Application for incorporation
  • Memorandum of Association executed before a notary public
  • Copies of passports or corporate documents of shareholders and directors

Ordinary shareholders’ resolution

Download pdf

IRAQ

Company Law, No. 21 of 1997

Shareholders
  • Annual financial statements
  • Auditor’s report
  • Managing director’s report
  • Shareholders resolutions

Not applicable
  • Submit proposed name of entity for approval
  • Deposit letter of a bank in Iraq
  • Signed memorandum of association
  • Completed Registrar’s application
  • Copies of shareholders’ passports

Ordinary shareholders’ resolution (unless provided otherwise by company’s constitution)
Download pdf

NIGERIA

Companies and Allied Matters Act, 2020 (Act No. 3 of 2020)

Directors
  • Audited financial statements
  • Annual return form - form CAC 19

Mandatory
  • Memorandum and Articles of Association
  • Notice of address of the registered office
  • Statement containing the list of directors and forms of identification for directors and shareholders
  • Statement of authorised share capital signed by at least 1 director
  • Declaration for registration signed by a legal practitioner
  • Online incorporation form (forms CAC 1 and CAC 1.1)
  • Board of Directors resolution
  • Appointment of Director - form CAC 7
  • Removal of director - form CAC 7A
Download pdf

SENEGAL

OHADA, Droit Commercial Général - Uniforming Act Relating to Commercial Law

Shareholders
  • Annual financial statements
  • Auditor’s report
  • Management report
  • Minutes of shareholders’ general meeting

Not applicable
  • Certified copy of signed articles of association by notary public
  • Minutes of initial shareholders’ meeting
  • Compliance declaration
  • Certificate of the bank regarding the funds for the share capital and the list of subscribers
  • Declaration regarding criminal records
  • Copy of directors’ IDs
  • Minutes of shareholders’ general meeting
  • Amended articles of association, if applicable
  • Copy of legal announcement
  • Declaration regarding criminal records
  • Copy of director’s ID
  • Certificate of registration of the entity, if the director is a legal entity
Download pdf

SOUTH AFRICA

Companies Act 71 of 2008

Board of directors
  • Audited financial statements
  • Annual return

Mandatory for a public company
  • Name reservation
  • Memorandum of Incorporation signed by every founders
  • Notice of Incorporation (CoR14.1)
  • Certified identity document of the directors and incorporators
  • Notice of shareholders’ meeting
  • Shareholders’ meeting resolution
  • Notice of change of Director (form CoR 39)
Download pdf

ARGENTINA

General Companies Law

Shareholders
  • Financial statements
  • Board of directors’ company report

Not applicable
  • Filing of executed articles of Association
  • Legal announcement notice (for some companies)
  • Majority of members of the Board residents of Argentina

Filing of minutes of shareholders’ meeting approving the change
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BRAZIL

Brazilian Civil Code and Law No. 6.404/1976

Shareholders
  • Filing of the shareholders’ meeting minutes
  • Annual financial statements

Not applicable
  • Filing of executed Articles of Incorporation
  • For Corporations, filing of the minutes of the shareholders’ meeting and payment of at least 10% of the initial capital
  • All directors shall be Brazilian citizens or resident in Brazil
  • Shareholders not resident in Brazil must appoint a representative residing in Brazil

Filing of minutes of shareholders’ meeting approving the change
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MEXICO

General Law on Commercial Companies

Shareholders
  • Financial statements
  • Minutes of shareholders’ meeting signed by president and secretary of the meeting
  • Management report
  • Auditor’s report (if applicable)

Not applicable
  • Request of use of corporate name to Ministry of Economy
  • Articles of association/By laws, signed before a notary

Shareholders' meeting minutes
Download pdf

FRANCE

French Commercial Code

Shareholders
  • Management Report
  • Inventory and annual accounts
  • Minutes of shareholders’ general meeting
  • Statutory auditor’s report, if applicable

Not applicable
  • Articles of association
  • Minutes of Board of Directors’ meeting appointing a President if applicable
  • Certificate of the bank regarding the funds for the share capital and the list of subscribers
  • Proof of address for the company
  • Copy of legal announcement
  • Copy of director’s ID
  • Declaration regarding criminal records
  • M0 form
  • Minutes of shareholders’ general meeting
  • Amended articles of association, if applicable
  • Copy of legal announcement
  • Declaration regarding criminal records
  • Copy of director’s ID
  • Certificate of registration of the entity, if director is a legal entity
  • M3 form
Download pdf

LUXEMBOURG

Luxembourg Commercial Companies Act

Shareholders
  • Minutes of shareholders’ general meeting
  • Notice of meeting and attendance sheet
  • Management Report
  • Inventory and balance sheet
  • Statutory auditor’s report, if applicable

Not applicable
  • Constitutive instrument signed in the presence of a notary
  • Details of each founders
  • Details of every asset being brought to the company
  • Blocking certificate issued by the bank (share capital)
  • Official publication of deed of incorporation

General meeting of shareholders
Download pdf

POLAND

Commercial Companies Code of 15 September 2000

Shareholders
  • Annual Financial Report
  • Management Report
  • Supervisory Report (If applicable)
  • Auditor’s Report (If applicable)
  • Minutes of meeting drafted and signed by a notary public
  • Form KRS ZN - submission of financial statement

Not applicable
  • Articles of Association drafted and signed by a notary public
  • Payment of share capital
  • Application form KRS W3 or KRS W4 signed by the members of management board
  • Registration of company in the Court & Business Gazette
  • Shareholder resolution
  • Form KRS ZI - notice of change of director
Download pdf

SWITZERLAND

Swiss Civil Code of Obligations 1911

Shareholders
  • Shareholders resolution
  • Annual Reports prepared by the Board of Directors

Not applicable

Articles of amendment signed before a notary, who files all required documentation with the Registry of commerce. For some companies, incorporation is done in person.
  • Written, dated and signed request by 1 or 2 directors authorized to represent the company
  • Minutes of general meeting appointing new directors
  • Letter of acceptance of their mandate signed by new directors
  • Copy of valid ID
  • Legalization of signature of the new directors
  • Resignation Letter / Notice from the outgoing director
Download pdf

UKRAINE

Law on Joint Stock Companies
Law on Limited Liability Companies

Shareholders
  • Confirmation statement on ownership structure and ultimate beneficial owners
  • Report to the securities commission (Joint-stock companies)
  • Annual general meeting to approve annual financial statements
  • Filing Financial Statements to State Statistics Authorities (for limited liability companies)

Not applicable
  • Charter of the company
  • Minutes of incorporation meeting
  • Application form signed by founders
  • Information about ultimate beneficial owner(s)

Shareholders, or supervisory board if the company has one
Download pdf

ENGLAND & WALES

Companies Act 2006

Directors
  • Confirmation statement
  • Annual accounts (signed by directors)

Mandatory for public companies
  • Memorandum of association
  • Articles of association
  • Application to register a company (form IN01 or online)
  • Shareholders resolution appointing new director
  • Specific form (AP01 or AP02)
  • Confirmation of consent to act as a director
Download pdf

CANADA

  • Canada Business Corporations Act (Federal)
  • Provincial legislation

Directors
  • Comparative financial statements
  • Report of the auditor (if any)
  • Any further information related to the financial position of the company as required by the articles, the by-laws or any shareholder agreement
  • Annual return

Not applicable
  • Signed Articles of Incorporation
  • Notice of Registered Address form
  • Notice of Directors form
  • Under some statutes: 25% of directors must be resident in Canada
  • Removal/appointment of directors: by way of an extraordinary meeting of shareholders
  • File Notice of Change of Directors within 15 days
Download pdf

UNITED STATES - DELAWARE

Delaware General Corporation Law

Directors
  • Stockholder annual meeting or written resolutions
  • Filing of an annual return

Mandatory for every corporation

File Certificate of Incorporation, including:

  • name
  • registered address
  • nature of business
  • class of stock
  • name & mailing address of incorporators
  • powers of incorporators
  • list of directors
  • provisions to managing the business
  • Written consent of Board of Directors
  • No filing is required (any change is mentioned in the Annual Return that is required to be filed annually)
Download pdf

AUSTRALIA

Corporations Act 2001
ACN - ASIC - PSP

Directors
  • Annual confirmation of details
  • Financial statements (for some companies)
  • Annual financial report (for some companies)
  • Directors’ report
  • Auditors’ report

Not applicable
  • File an application with ASIC in prescribed form (Form 201)
  • Constitution
  • Minimum one or two directors residing in Australia
  • Consent form to act as director
  • Form 370: removal of directors
  • For appointment: Change to company details online form
  • Letter of resignation or retirement of director
Download pdf

CHINA

Company Law of the People’s Republic of China

Shareholders
  • Annual report
  • Minutes of shareholders' meeting
  • Financial statements

Not applicable
  • Application for registration of the company’s name
  • Application for registration of the company
  • Minutes of constitution meeting;
  • Articles of association
  • Details of directors, supervisory committee, legal representatives
  • Application for Business License

Shareholders' meeting minutes
Download pdf

JAPAN

Companies Act, Act No. 86 of 2005

Shareholders
  • Financial statements
  • Auditor’s report
  • Directors’ business reports
  • Annual shareholders’ meeting minutes
  • Published notice of financial statements (unless exempted)

Not applicable
  • Articles of Incorporation (including details of every shareholder, property assigned to the company, compension/special benefits, expenses of incorporation) certified by a public notary
  • Registration with Legal Affairs Bureau

Shareholders’ resolution
Download pdf

SINGAPORE

Companies Act Chapter 50

Directors and Shareholders
  • Annual return
  • Appointing an auditor
  • Audited financial statements
  • Minutes of shareholders’ annual meeting
  • Filing of financial statements with ACRA

Mandatory
  • Application for company name
  • Online application to ACRA (including details on registered address, share capital, shareholders, directors and company secretary)
  • Constitution of the company
  • Payment of fees
  • Form 45/Form 45 B signed by each director/secretary
    √ At least 1 director with residence in Singapore
  • Shareholders’ general meeting minutes
  • Notice of changes through the business filing portal of ACRA
Download pdf

BRITISH VIRGIN ISLANDS

BVI Business Companies Act (Revised 2020) as amended by BVI Business Companies (Amendment) Act, 2023

Director or Registered Agent

Annual Return

Mandatory
  • Articles and Memorandum of Association
  • Name reservation
  • Incorporation form: R101
  • Signed document of the authorised agent
  • Directors’ acceptance letter
  • Share certificate
  • Articles and plan of consolidation
  • Notarized passport copies
  • Bank statements of beneficial owners

Special shareholder's resolution (unless provided otherwise by the company's memorandum of articles
Download pdf

CAYMAN ISLANDS

Companies Act (2023 Revision)

Secretary or Manager or Directors

Annual Return (exempted companies and associations not for profit)

Not applicable
  • Company name reservation
  • Signed Articles and Memorandum of Association in the presence of at least 1 witness
  • Consent form signed by directors
  • Beneficial ownership information
  • Letter of resignation from resigning director
  • Directors or shareholders resolution
  • Update register of directors and officers, and report changes to General Registry
Download pdf

JERSEY

Companies Law 1991
Financial Services (Disclosure and Provision of Information) (Jersey) Law 2020

Directors or Company Secretary
  • Accounts - signed by the directors
  • Submission of annual confirmation statement (from 2021)
  • Statement containing intended registered address

Mandatory
  • Online application
  • Memorandum and articles signed by all founders
  • Statement authorising an agent (if any)
  • Certified proof of ID and address of every beneficial owner and director

Ordinary resolution

Download pdf

MAURITIUS

Companies Act 2001

Directors
  • Audited financial statements
  • Annual return

Mandatory
  • Signed application for incorporation
  • List of all directors/secretary
  • At least 1 or 2 directors residing in Mauritius (depending on entity set up)
  • Notice for name reservation
  • Proposed constitution
  • Incorporation form: S23-F1
  • Ordinary Shareholder's resolutions;
  • Form 16 Notice of Appointment;
  • Form 17 Notice of Cessation to Hold Office as Director;
  • Letter to The Corporate and Business Registration Department for the change of directorship.
Download pdf

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