Regulation Of Simplified Corporations In Argentina To Bring Them Up To Speed

Author:Mr Mario Eduardo Castro Sammartino
Profession:Castro Sammartino & Pierini

The regulation of Simplified Corporations in Argentina have just been put into force at the federal level, to have them fully operative as of 1 September 2017. This possibility of an organization is currently the most innovative, easy-to-incorporate, and customizable legal vehicle available to do business in Argentina.

Simplified Corporations in Argentina, also known as Simplified Joint Stock Companies or Simplified Shares Companies (Sociedad por Acciones Simplificadas, or SAS by its Spanish acronym) have been created by Law Number 27,349, published on 22 April 2017 in the National Official Gazette1.

Within the Autonomous City of Buenos Aires, the General Inspectorate of Justice (Inspección General de Justicia, or IGJ by its Spanish acronym) has issued its General Resolution Number 6/2017 - with its Annexes A, A1, A2 y A3 - allowing the filing for incorporating a SAS before the Public Registry as of 1 September of 2017. The IGJ and the Federal Administration of Public Revenues (Administración Federal de Ingresos Públicos, or AFIP by its Spanish acronym), have issued the General Joint Resolution Number 4098-E/2017 to complement immediate corporate registry with tax identification. From now on, we will refer to both resolutions as the SAS' s Regulation.

The SAS' s Regulation fundamentally deals with the registry of SAS, and the different acts that must also be registered with the Public Registry, as well as the acquisition of its tax identification and mandatory records, all considering the main goals of this legal vehicle, such as its easy and fast incorporation and management. Without going deep into technical analysis, the outstanding features of the SAS's Regulation are:

The IGJ will only act as a registry authority. The IGJ will not supervise SASs during their operation, dissolution, and liquidation, not even when the SASs' share capital be higher than AR$ 10,000,000 (threshold set by the Article Number 299 of the General Companies Law Number 19,550 for other company types to be subject to permanent government supervision); The recording of SASs, and all of the corporate acts that also require registration before the Public Registry (change of jurisdiction and address, extension of term, amendments, regulations, stock capital variations, transformation, mergers, spin-offs, appointment and revoking of managers and members of the surveillance committee, as the case may be, dissolution, liquidation, registry cancellation, etc.), will be...

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