Update On The Corporate Regime Of Argentina: Single-Partner Companies, Simplified Corporations, Foreign Companies, And Some Key Issues To Evaluate When Legally Organizing A Business Structure

Author:Mr Mario Eduardo Castro Sammartino
Profession:Castro Sammartino & Pierini
 
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The corporate regime of Argentina: main legal vehicles

The corporate regime of Argentina has had many changes, from the original Commercial Code to the present. In this opportunity, we will sum up the basics to be evaluated to set up a business structure, focusing on the corporation ("Sociedad Anonima", or SA), the limited liability company ("Sociedad de Responsabilidad Limitada", or SRL), and the simplified corporation ("Sociedad por Acciones Simplificada", or SAS), leaving out the other corporate types that are of very little or no use in the business practice.

Keys to the corporate regime of Argentina

The keys to the corporate regime of Argentina to consider when organizing a business are the following:

  1. The corporate regime of Argentina is basically regulated by the General Companies Act No. 19,550 ("Ley General de Sociedades", or LGS), and by the Law of Support for Entrepreneurial Capital No. 27,349 specifically for the SAS;

  2. Companies may be formed by a written public or private document (the SA only by a public deed, and the SRL and SAS by a public deed or a private instrument with certified signatures). The SAS may also be incorporated electronically with a digital signature. Within the jurisdiction of the Autonomous City of Buenos Aires, the SA and the SRL are allowed to use a fast-track procedure, and will be registered within 24 hours if there are no objections. The SAS will also be registered in 24 hours when the partners choose to organize with the sample by-laws approved by the General Inspectorate of Justice ("Inspección General de Justicia", or IGJ);

  3. Single-partner companies are allowed for the SA and the SAS. Any company with more than one partner may be transformed into a single-partner company by adopting one of the aforementioned company types. The SRL may not have more than fifty partners;

  4. The partners may be individuals (Argentineans or foreigners), and legal entities (incorporated in Argentina or abroad). The whole share capital may be owned by foreign individuals and /or foreign legal entities, with the only requirement for the former to obtain their Tax Identification Code (CDI) in Argentina, and for the latter to register in advance with the Public Registry and obtain also their CDI;

  5. The foreign companies' registration and maintenance of the good standing has been greatly simplified within the jurisdiction of the Autonomous City of Buenos Aires, eliminating the need to show proof of assets or economically...

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