Simplified Corporation Bill

Author:Ms Barbara Ramperti, Maria Fernanda Molina and Diego S. Krischcautzky
Profession:Marval O'Farrell & Mairal

On September 2, 2016, the Executive Branch submitted to the House of Representatives a bill which intends to regulate two main issues: (i) on one hand, support for entrepreneurial activity and (ii) on the other hand, the setting up of a new corporate type, the S.A.S (the "Bill"). Currently, the Bill is under analysis of the General Legislation, Small and Medium-Sized Enterprises, and Budget and Estate Committees.

Below we shall make a brief overview regarding the most relevant aspects of the creation of a new corporate structure. For an overview of the entrepreneurial capital promotion regime please see "Support for Entrepreneurial Activity Bill" in this edition of Marval News.

The Bill proposes to set up a new corporate type: the S.A.S, which shall be mainly ruled by the new law and supplemented by the General Companies Law.

Innovatively for our country, and following the example of certain foreign laws regarding this matter, the Bill proposes to create a new corporate structure with the following main features:

Several alternatives allow for incorporation: public or private deed or are allowed as is incorporation by electronic means with an electronic signature; It may be incorporated by one or several individuals or legal entities; Broad corporate purpose is allowed with no need for the activities to be related; Minimum capital stock equivalent to two minimum wages; Shareholders limit their liability to paying in the shares subscribed by them, even though all shareholders are jointly liable vis-a-vis third parties for full payment of all the shares; Managers may be appointed for an indefinite period and the administration may be individual, plural or by means of a board; Limitation to the transfer of shares is allowed; Board and shareholders meetings can be held within the...

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