Law 27,349 known as the "Venture Capital Support Law" (the "Law") promises to revolutionize the daily practice of corporate law and business affairs.
In business affairs, legislation is enacted after there is a usual business practice, that is, generally the legal regimes regulate a habitual business practice. In this case -the Venture Capital Support Law - the most important introduction is a new business form, the Simplified Corporation or SAS which anticipates the business needs. The SAS has shaken us in such a way that practitioners and qualified individuals have to modernize and adapt to this new regulation.
The Venture Capital Support Law introduces several interesting concepts, such as fiscal benefits for investors in "venture capital", but the most important introduction is the SAS, which promises to revolutionize how businesses practice in Argentina and may bring into question, the need and utility of the traditional business forms (i.e. the Argentine Corporation "S.A." and the Private Limited Company "S.R.L.").
The Simplified Corporation (SAS) - A new business form.
To begin with, this is a new business form regulated mainly by Law 27,349 "Venture Capital Support Law" and the Companies Law (Law No. 19,550).
The SAS most remarkable features include the following:
SAS may be created by one or more natural or legal persons whose liability will be limited to the full payment of the subscribed/acquired shares. SAS are based on SRL rules, together with features of S.A., but it involves a new corporate structure. Any business entities may be converted into a SAS. SAS owned by one person cannot create nor participate in other one-person SAS. The management body does not require a majority of Argentine residents; in fact, only one resident is enough. Meetings may be held through digital means (video or teleconference). In the City of Buenos Aires, the Business Entities' Controlling Body ("IGJ") has only registry powers, this means that it cannot control or analyze the content of the documentation, it can only control the formalities. SAS may be formed either by a notarially recorded instrument or by a private instrument certified either judicially, notarially, by bank, by the applicable public registry authority, or through digital means with the digital signature (we will analyze this below). Minimum content of the Articles of Incorporation: Shareholders who are natural persons: name, age, marital status, nationality...