EU company registration: choosing a member state

A Cyprus private company name cannot end in 'PLC' (that suffix is reserved for publicly traded companies) and must instead end in 'Ltd'. In addition, if the same name is already registered in another country, the Cyprus Registrar of Companies may reject it as too similar to an existing company, so it is best to prepare several alternative names.

Any individual holding more than 25% of the company must be declared as a beneficial owner (UBO). This is assessed by tracing the ownership chain through to the ultimate individual — including through a listed parent company. If a new financial report later shows that an individual crosses the 25% threshold, the UBO declaration must be corrected and supplementary supporting materials may be required.

Beyond a nominee secretary and registered address, Cyprus incorporation requires a TIC (Tax Identification Code) application and a UBO (Ultimate Beneficial Owner) registration. The UBO details of the physical persons behind any corporate shareholder must be disclosed. If an accountant is engaged, they can usually handle the TIC application, so a separate TIC purchase may not be needed. A corporate shareholder must also provide a utility-bill proof of address and an English CV/resume to complete the nominee-secretary KYC questionnaire.

A POA requirement is not tied to the applicant's nationality. Incorporation in Portugal, Spain, Poland, Malta and Cyprus may not require a POA, but this ultimately depends on the lawyer/supplier handling the specific case. Poland in particular may require the shareholder to attend a meeting.

The Dutch government does not impose any nationality or identity restrictions on foreigners registering a Dutch company and does not require EU residency as a nominee director.

At least one shareholder is required to register a Dutch company. This can be a natural person or a company. The Dutch government does not have any requirements or restrictions on the nationality or legal domicile of the shareholders of a Dutch company.

Yes — after incorporation the registered share capital must be deposited into the company's bank account and fully paid up (advisably within about 2 weeks of opening the account), with a copy of the bank statement sent so the notary can update the KvK registration; the company must also maintain its own shareholder register. A high share capital is permitted but invites notary/bank source-of-funds scrutiny: large amounts require extensive official proof of how the funds were acquired (a simple bank statement is not enough), with even stricter checks if any entity in the ownership structure is from a high-risk country. A modest capital (e.g. under EUR 10,000) generally avoids such scrutiny, so a lower amount is often advised.

For legal-entity-shareholder incorporation in the Netherlands: (1) provide a shareholding ownership chart (UBO piercing) identifying every natural person who ultimately holds, directly or indirectly, more than 25% of the new company — for complex structures this chart must be certified by a lawyer or accountant in the parent's home country and then apostilled; (2) the corporate documents (articles/constitution and business licence) must be in English, so a separate translation is unnecessary if the notarization already produces a certified English translation; (3) address proof is required for the holding company's legal representative and for the ultimate beneficial owners; (4) the notary may require a video call at their discretion; and (5) if the holding company itself has a complex/legal-entity ownership, a separate legal-entity-shareholder background-check product must be purchased.

In the weeks after incorporation the company will receive roughly 3 letters from the Chamber of Commerce (KvK) and several letters from the Tax Authorities regarding corporate tax and VAT registration; a tax inspector for the VAT registration is typically appointed within about 12 working days. Shareholders should deposit their stated share capital (advisably within 2 weeks of opening the business bank account) and send the bank statement showing receipt so the notary can update the KvK registration, and the company must maintain its own shareholder register recording any capital changes.

Only the company's UBO in person, or a representative the company has authorised at the KvK, can download the UBO extract by logging into the KvK with a Dutch electronic identity (eID). It cannot be obtained by an unauthorised third party; if a new copy is needed, it must be obtained by whoever originally registered or holds KvK access (the party that prepared the UBO filing already provided the document at the time).

Yes. Once incorporation begins (in practice once the notary starts the registration), the entire process — including the video meeting and the Power of Attorney apostille — must be completed within one month, otherwise the case expires and must be restarted. On restart, the shareholder's proof of address must be re-collected and dated within the current month.

For most business activities, the Polish government does not impose any nationality or identity restrictions on foreigners registering a Polish company and does not require EU residency as a nominee director.

The traditional incorporation model of choosing a power of attorney requires a cumbersome document authentication process and a power of attorney can only be used once for the respective event. The e-signature option requires the customer to sign all company documents, including incorporation and subsequent filings or changes to the company's business information, in person via video authentication.

No. Under Polish company law, a sp. z o.o. cannot be wholly owned by a single LLC as sole shareholder; at least one additional shareholder must be added (for example, splitting ownership 99% to a corporate shareholder and 1% to an individual, or using two corporate shareholders).

Yes. When registering a Polish company whose director(s) also act as director(s) of a Luxembourg parent company, the directors of both the parent company and the prospective Polish company need to obtain an e-signature. If the same person is a director of both companies, only one e-signature is needed.

For Polish filings (e.g. VAT-R registration), documents must be printed and signed in two counterparts (copies), signed with a blue pen, with the signer writing their full name next to each signature. Signed scans alone are not sufficient — the original signed documents must be couriered to the lawyer/agent's address to complete the process.

Once the supplier confirms the proof of address and the incorporation process is started, it usually takes around 3 business days to complete.

The Estonian government does not impose any nationality or identity restrictions on foreigners registering Estonian companies and does not require EU residency as a nominee director.

Registering an Estonian company requires at least one shareholder. This can be a natural person or a company. The Estonian government does not have any requirements or restrictions on the nationality or legal belonging of the shareholders of an Estonian company.

The minimum registered capital of an Estonian company is EUR 2,500 and if the registered capital is less than EUR 25,000 it can be paid in full within ten years of the company's registration. If the registered capital is higher than EUR 25,000, then the company will need to pay the capital at the end of the company's life.

No. Currently, all physical banks located in Estonia require a visit to the official to complete the account opening process. TKEG Expat can help clients either:

1. Open an online bank account (E-Bank);
2. Contract a nominee director to complete the physical bank account opening process.

For more information, please consult with your Customer Relationship Manager.

Estonian companies are not required to have registered capital deposited. However, if the company's total asset is below it's registered capital, the company directors may be required to make a declaration explaining the situation during every year's annual return, .

An EU-resident nominee director service is available for an Estonian company. A nominee who is specifically an Estonian local resident is not offered.

Estonia has no sworn translator for Chinese to Estonian, and Estonian notaries will not accept an ordinary translation. The Power of Attorney must therefore be routed first to Latvia for a sworn translation into English, then back to Estonia for translation into Estonian. This adds time and an extra translation cost (around EUR 230).

Yes, the registered capital must be transferred from a bank account in the name of the shareholders in proportion to their shareholding to the company's provisional capitalization account.

At least one shareholder is required to incorporate a Spanish company. This can be a natural person or a company. There are no requirements or limitations imposed by the government on the nationality or legal domicile of the shareholders of a Spanish company

The Spanish government does not impose any nationality or identity restrictions on foreigners registering a Spanish company and does not require an EU resident to be a nominee director.

A capital verification is required for the registration of a Spanish company. SRL Private Limited Liability Companies have a minimum registered capital of €3,000, which must be fully paid up.

Yes, the registered capital must be remitted from the bank account in the name of the shareholders in proportion to their shareholdings to the provisional capital verification account of the Company.

The company's registered capital must be used for the company's day-to-day operating costs, such as paying for goodscosts, to pay accountants, to pay for the services of TKEG Expat.

For the AML / risk report that lawyers, banks and agents in Spain (and the EU) must produce, the client has to evidence that their activity generated income. A corporate income-tax settlement/liquidation certificate (in Spanish or English) is preferred. If no tax return is available, income can instead be evidenced through commercial contracts and invoices, or — as a last resort that carries higher risk — via a KYC form used as a sworn declaration.

Companies are advised to file annual accounts every year after incorporation in order to avoid fines from the Spanish Tax Agency (Agencia Tributaria). This annual-accounts obligation is separate from the corporate income-tax return and from any statutory audit requirement.

A power of attorney authorising an agent to handle a Spanish company registration (and the associated personal tax-number application) must be notarised in Spanish and then legalised with a Hague apostille. A notarised power of attorney drawn up in another language (e.g. Chinese) with an apostille can be acceptable, but the document must also be translated into Spanish (or English).

Yes. To begin operating in Spain — for example to hire employees — the company needs a local (Spain-resident) person.

Yes. Spanish notaries (Notarios) generally do not treat foreign corporate documents as Spanish 'public documents', so they require a Hague apostille (legalisation) before the documents can be used in a Spanish corporate procedure — this applies even to documents issued in another EU/EEA country.

Registering a German company requires at least one shareholder. This can be a natural person or a company. The German government does not have any requirements or restrictions on the nationality or legal domicile of the shareholders of a German company.

The registration of a German private limited company (GmbH) requires 50% of the registered capital, i.e. a minimum of €12,500. The registration of an entrepreneurial limited liability company (UG) does not require a capitalization.

The German government does not impose any nationality or identity restrictions on foreigners registering a German company and does not require EU residency as a nominee director. However, if the director of the German company is not a German resident, a German resident is required to act as company secretary as a contact person for the German authorities in their territory.

The Power of Attorney to the lawyer, plus the registration certificate and articles of association of the holding company, must be notarized and apostilled in English or German. The passport and proof of address of the legal representative of the holding company and of any shareholder holding more than 25% must also be notarized and apostilled in English or German. Where a shareholder is itself a corporate entity, that entity's documents generally require the same treatment.

Ireland law requires non-EU residents to have a European Union (EU) director to set up a company in Ireland. EU residents are required to be directors of a company in Ireland, and those who are unable to provide an EU resident as a director are required to take out Non-Resident insurance to bind the company to operate legally and legally in Ireland. Therefore, if you do not have a candidate to act as a director of your Irish company, you can be matched with an EU nominee through the services of TKEG Expat. Alternatively, we can assist you in taking out Non-Resident Insurance.

No capital verification is required to register an Ireland company, regardless of company types.

The name of a company may be in any language but must be expressed in roman characters. Its limited liability status must be reflected at the end of the company name by the word “Limited” or its abbreviation “LTD”. The name of the company must not include the word “Standard”, and there are conditions on the use of the words “bank”, “association”, “university”, “charity”, “architect” and related words .

Yes. Since 11 June 2023, all directors and shareholders of an Irish company must hold a personal identity number for CRO filings and annual returns filings: an Irish PPSN, or an Identified Person Number (IPN) / RBO number. Anyone without an existing PPSN or RBO number must apply for an IPN; the application form must be sworn before a notary in the officer's home country, and the resulting number must be used for all future CRO filings. To incorporate, each prospective shareholder and director must provide one of these identifiers, which is also used for beneficial-ownership filing. An IPN application is not required where all directors and shareholders are already Irish.

For each company officer (director and secretary): passport photo page plus a second page, a selfie holding the passport (or a notarised passport copy), date of birth, a phone number (preferably a landline), a PPS number where applicable, and two proofs of address dated within the last three months (utility, gas, electricity, landline, government/council, or bank/credit-card statements; mobile-phone bills are not accepted). A corporate shareholder must additionally provide its certificate of incorporation (with any former names), memorandum and articles of association, and a structure printout showing registered/business address, officers and shareholders. Any beneficial owner holding over 25% must be identified to the same standard as an officer, with confirmation of business activities.

An Irish VAT/Corporation Tax (CIT) registration can be rejected if the directors do not have a PPSN. The directors must first obtain a PPSN; without it the company's CIT number cannot be applied for, so the PPSN application should be started early. A dormant company does not need a CIT number for now, and VAT registration is only required once turnover reaches the Irish VAT thresholds; below the threshold a company can defer VAT registration.

For the witness on the constitution form, any relative of the share subscriber will suffice.

A witness on a share/subscription agreement must provide their signature, their printed name in capital letters, and their full address including postcode. Signatures should be hand-written on printed documents and scanned clearly (any barcodes on returned forms must remain legible).

No. By Irish law no RBO document is issued to the client. A third party needing RBO data must have its own authorised access to the Irish RBO register and should not rely on the client to supply it; without access it is not entitled to the information. If only ultimate beneficial owner (UBO) details are needed, the client can instead provide a self-prepared statement or a cap table signed by a director.

No. Irish authorities no longer accept online notarization; documents must be notarized in person. For forms where the notary must fill in information, a Hong Kong notary is preferred because mainland China notaries often will not complete such forms.

The French government does not impose any nationality or identity restrictions on foreigners registering a French company and does not require EU residency as a nominee director.

At least one shareholder is required to register a French company. This can be a natural person or a company. The French government does not have any requirements or restrictions on the nationality or legal domicile of the shareholders of a French company.

Legally speaking, both SAS and SARL companies are private limited liability companies. However, a SAS company is more flexible in terms of its articles of association than a SARL company, which makes it ideal for public companies.
However, the registration of a SAS company requires a capital verification, which makes the pre-registration process more cumbersome, whereas the registration of a SARL company does not.
However, the French tax office levies an annual social security tax on shareholders holding 51% or more of the shares of a SARL company (see above for a description of the types of SARL companies and how to avoid paying the social security tax), whereas a SAS company is not subject to the social security tax even if there is only one shareholder holding the shares of the company.

For a French SARL, the paid-up (released) portion of the cash share capital must be at least 50% of the share capital at incorporation. Any remaining unpaid portion treated as a contribution in kind triggers the mandatory appointment of a contributions auditor (commissaire aux apports). Where a notary handles the capital verification, 100% cash paid-up is required.

No. For company-registration purposes a utility bill must be used as proof of address rather than a bank statement. (Note: for bank-account opening, bank statements are accepted as proof of address.)

France requires a sworn/certified translation produced by a sworn translator registered in France. Ordinary translations, or translations produced by a translator not registered in France, are not accepted and may be rejected. A France-registered sworn-translation service is needed where foreign documents (e.g. proof of address used in incorporation or amendments) must be filed.

A KBIS extract must be dated within the last 3 months at the time of submission. A KBIS older than 3 months is generally rejected by the French registry/authority.