The New Business Form – Simplified Corporations (SAS) In Argentina: Articles, Bylaws And Shares

Author:Canosa Abogados
Profession:Canosa Abogados

First filing of the Articles and Bylaws and subsequent filings.

In the City of Buenos Aires, the Business Entities' Controlling Body ("IGJ") is the entity in charge of the incorporation of the SAS. The filing will be made through a Management System of Digital Documentation ("GDE") and the system of Remote Proceedings ("TAD").

The number of the filing proceeding will be the CUIT (Single Taxpayer Code) of the SAS.

Corporate capital: shares.

The capital will be divided into shares. At the incorporation, capital must not be less than two (2) adjustable minimum living wages (currently, AR$17,720).

The subscription and paying up of the shares must be made in accordance with the conditions, proportions and terms set forth in the Articles of Incorporation. At least 25% of the contributions in cash must be paid at the time of the subscription. The outstanding amount must be paid up in no more than two (2) years. Contributions in kind must be fully paid at the time of the subscription.

Contributions may be in cash or in kind. Contributions in kind may be made at the value unanimously agreed on by the shareholders in each case. They must indicate on the Articles of Incorporation the chosen method of assessment, or otherwise, the market value. In case of corporate insolvency or liquidations proceedings, the creditors may challenge the assessment within five (5) years as from the day of the contribution. The challenge will not succeed if the assessment was made by the court. The financial statements must include a statement indicating the assessment mechanism for the contributions in kind.

Ancillary services may be rendered, either by shareholders, directors or third party providers. These services may consist in services already rendered or to be rendered in the future, and their contribution amount may be determined by the shareholders in the Articles of Incorporation or by the unanimous decision of the shareholders, otherwise the contribution value will be determined by one or more experts unanimously appointed by the shareholders. The Articles of Incorporation must include the assessment mechanism used.

The service contribution must be described in the Articles of Incorporation and/or subsequent amendments, and must indicate its content, term, method, compensation, penalties for violations and the alternative mechanism for paying up when the contribution renders impossible for any event. These contributions may only be amended as agreed, or...

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