Update On The Registration Of Foreign Companies In Argentina

Author:Mr Mario Eduardo Castro Sammartino
Profession:Castro Sammartino & Pierini

Registration of foreign companies in Argentina

Foreign companies enjoy a free and business-friendly local environment1. However, the registration of foreign companies in Argentina is the first step to set up a business structure.

To incorporate a brand new subsidiary2 in Argentina or take interest in an already existing company, foreign companies must first register themselves with the Public Registry, filing certain documents.

Requirements of the Public Registry of the Autonomous City of Buenos Aires

The Public Registry of the Autonomous City of Buenos Aires is in charge of a federal agency: the General Inspectorate of Justice (Inspección General de Justicia, or IGJ), which regulates the requirements and procedures for a number of corporate acts that require registration, such as incorporation of companies, appointment of their managers, amendments of their by-laws, share capital modifications, mergers and acquisitions, and dissolutions and liquidations.

The ease of registering a foreign company with the Public Registry of the Autonomous City of Buenos Aires has been significantly improved by the IGJ3. The current requirements are the following:

A certificate issued by the registry authority of the foreign company's jurisdiction of origin, attesting the registration and existence of the company in such jurisdiction, and dated no more than six months before the filing date with the Public Registry (certificate of good standing); The articles of incorporations, and by-laws, as amended; The relevant corporate resolution including: The decision to register the foreign company with the Public Registry to participate in a company incorporated in Argentina; The closing date of its fiscal year; A statement that the foreign company is not subject to liquidation, or any other legal procedure imposing restrictions on its assets or activities; The registered office the foreign company will have within the jurisdiction of the Autonomous City of Buenos Aires, or the express authorization for the legal representative to set it; and The appointment of one or more individuals to serve as legal representatives, indicating a postal address, and an email, binding both for any communication referring to the performance and resignation of the legal representative. One or more alternate legal representatives may be also appointed. The foreign company must grant to its legal representative(s) a special power of attorney to acquire participation in a...

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