The New Business Form – Simplified Corporations (SAS) In Argentina: Converting Into Simplified Corporations

Author:Canosa Abogados
Profession:Canosa Abogados
 
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Conversion into SAS.

Business entities incorporated in accordance with the Companies Law may adopt the SAS form. Below is a sample of Articles of Incorporation and Bylaws of a Simplified Corporation.

Sample of Articles of Incorporation and Bylaws of a SAS.

Articles of Incorporation and Bylaws of "[corporate name] S.A.S".

These Articles of Incorporation and Bylaws are entered into in the Autonomous City of Buenos Aires, Argentina, on [date of Articles of Incorporation], between:

[Full name of the shareholder], [type of identification document and its number], [CUIT/CUIL/CDI], [nationality], born on [birth date], [occupation], [marital status], domiciled at [full address], represented by [full name of attorney-in-fact], [type of identification document and its number] [CUIT/CUIL/CDI], and [Name of the legal person], place of business [ full address], who declares under oath that it is not comprised in the cases provided for in Section 299 of the Companies Law (Law No. 19550), represented by [Full name of its legal representative(s)], [Type of tax identification and ,its number], [CUIT/CUIL/CDI], registered with the Public Registry of Commerce (IGJ) under number [number of registration]on [date of registration], who decide to incorporate a Simplified Corporation [sole shareholder], pursuant to the following clauses:

  1. CLAUSES:

SECTION ONE. Corporate name and domicile. The name of the corporation is "[name]" and the principal place of business is located in the Autonomous City of Buenos Aires. The Corporation may have any other offices or branches either within or without Argentina.

SECTION TWO. Term. The term of existence of the corporation is 99 years as from the date of the incorporation. This term may be extended by shareholders' resolution.

SECTION THREE. Purpose. The corporation is organized for the purpose of creating, producing, exchanging, manufacturing, transforming, trading, intervening, representing, importing and exporting, either alone, through third parties or in cooperation with others, within or without Argentina, tangible assets including natural resources, or intangible assets, and rendering services directly or indirectly related to the following activities: (a)agriculture, poultry, livestock, fishing, farming and winemaking; (b)communications, shows, editorial and graphic activities in any format; (c)cultural and educational activities; (d) development of technologies, investigation and innovation, and software; (e)gastronomic, hotel and tourist activities; (f)real estate and constructions; (g)investment, financing and trusts; (h)oil, gas, forest, mining and energy activities in all kinds; (i)health; and (j) transport. The corporation has full powers to carry out all lawful activities and acquire rights and undertake obligations either within or without Argentina. For conducting the activities described in its purpose, the corporation may make investments and capital contributions to legal or natural persons, act as trustee and enter...

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