The New Business Form – Simplified Corporations (SAS) In Argentina: Governing And Management

Author:Canosa Abogados
Profession:Canosa Abogados

Freedom of formalities:

Shareholders may determine the corporate structure and the rules governing the operation of the corporate bodies.

When the corporation has only one shareholder, he may exercise the powers conferred by law to the corporate bodies, so long as they are compatible, including the powers of the legal representative.

Management body.

Managers who must participate in the management meeting may hold self-convened meetings to deliberate without prior notice. The same rule applies for shareholders' meetings.

Decisions adopted at the directors' meeting will be valid if all directors attend the meeting and the order of business is approved by the majority vote as set forth in the Articles of Incorporation.

Decisions adopted at the shareholders' meeting will be valid if all shareholders representing 100% of the capital attend the meeting and the order of business is unanimously approved.

Governing body.

The management of SAS will be performed by one or more natural persons, shareholders or not, appointed for a fix or indefinite term in the Articles of Incorporation or at a subsequent stage.

In the event there is no auditing body, at least one alternate manager must be appointed. The appointments and dismissals of managers must be registered in the Public Registry of Commerce (IGJ).

If the management body is composed of more than one member, the Articles of Incorporation may establish the powers of each manager or provide that these powers be jointly performed. Moreover, at least one manager must be domiciled in Argentina.

Foreign managers must have an Identification Code ("CDI") and appoint a representative in Argentina. Furthermore, they must establish a domicile in Argentina where notices will be served.

Meetings of the management body.

Notice of the meetings of the management body as well as the order of the day may be served by digital means. Receipt must be required.

Meetings may be held at the place of business or at any other place, using the means necessary for members to communicate with each other simultaneously.

The minutes must be signed by the manager or legal representative. The certificates of agreement to use the digital means must be kept.

Legal representation.

The legal representation of the SAS may also be in charge of one or more natural persons, shareholders or not, appointed in accordance with the provisions of the Articles of Incorporation.

Absent a provision in the Articles of Incorporation, the...

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