Argentine Incorporation Business Company Formation

Argentine Incorporation Business Company Formation

 

Argentine Companies Law  No. 19550 rules companies’ legal structure throughout the Argentine territory and provides the different types of companies that may be incorporated in Argentina. The types of companies most commonly used by foreign investors in Argentina are the “Sociedad Anónima” (SA, Argentine Corporation) and the “Sociedad de Responsabilidad Limitada” (SRL, Argentine Limited Liability Company). However, the aforementioned Companies Law also includes another legal concept named Foreign Company’s Branch. Argentine Incorporation Business Company Formation

Argentine Incorporation Business Company Formation

Argentine Incorporation Business Company Formation

Foreign Company’s Branch Office

In order to legally operate as a branch, it is necessary to prove the existence of the company’s headquarters abroad, register the bylaws, articles of incorporation or operating agreement thereof with the IGJ, appoint representatives and register them as well.
Branches are subject to permanent control by the companies control authority and must comply, in any relevant aspects, with all the requirements imposed on Argentine corporations that are subject to such control.
Branches must keep separate accounts from their headquarters and submit their financial statements before the companies control authority.

Argentine Corporation

In the case of SAs, there are no limits on the number of shareholders (SRLs may be shareholders of an SA). Shareholders’ liability is limited to their paid-in capital and the administration is carried out by a board of directors consisting of one or more directors who may be shareholders or not.
Directors are unlimited, jointly and severally liable to the company, shareholders and third parties for failure to duly comply with their duties as well as the violation of the law, the bylaws or regulations and for any other kind of damage caused by willful misconduct, power abuse or gross negligence.
SAs must be incorporated by public deed. They must be registered with the Inspección General de Justicia (IGJ, Companies Control Authority) or Provincial Registry.

Argentine Limited Liability Company

In the case of SRLs, the minimum number of members is 2 (two) and the maximum number is 50 (fifty). SAs cannot be members of SRLs. Members’ liability is limited to the payment of the ownership interests subscribed or acquired thereby. Members are unlimitedly as well as jointly and severally liable to third parties for the payment of their interests.
The administration and representation of the company are carried out by one or more managers, whether members or not. Managers will be either separately or jointly and severally liable according to the management organization and its operating rules as set forth in the operating agreement.
SRLs may be incorporated by a public or private instrument. They should register before the IGJ (or provincial registry). No minimum capital is necessary. However, the capital shall be proportional to the company’s purpose.

Argentine Business Formation Argentine Company Incorporation

Steps for a foreign company in order to incorporate in Argentina:

Documentation, all foreign clients must submit the following:

Directors/Shareholders

Color copies of everyone’s passport (scan all the copies, from the first to the very last), driver license and/or a document of national identity-card, both sides of the cards. A minimum of two pieces of identification for each applicant. Criminal background check in a country of residence for a historical of 10 years in time. Two letters of reference from banks where the physical person is an active customer in order to prove good standing with banks. If any shareholder has a high educational degree it helps to have a copy for several reputational purposes (i.e: MBA, Juris Doctor, MD, etc.).

There are three types of tax ID’s in Argentina: CDI, CUIT, or CUIL. A business plan that describes the company’s purpose of incorporating in Argentina. This business plan helps in terms of immigration purposes and for bank account opening. Argentine Incorporation Business Company Formation

Other Documentation

If a “foreign mother corporation” will own the corporation, its legal representative should submit the following documents. For example, all the above for its shareholders and directors. Also, bylaws and articles of incorporation; two tax returns for last two consecutive fiscal years; two corporate-banking letters of reference; proof of any license or good standing with local departments of corporations; most current Corporate Credit Report.

Procedure

Once lawyers obtain all the documents, they will draft and prepare a series of POA and disclosures. Then, they will submit them to the client via email and FedEx. Afterward, the client must sign and return at their earliest opportunity and only by private mail such as FedEx, DHL or UPS. We strongly encourage all clients to never send any documentation or packages through the Public Postal Mail Service, as a high percentage of it never reaches our office.

After reviewing the client’s documents, a CPA submits them to Argentina’s Department of Corporations.

Fiscal Documentation

Upon fulfilling all compliance requirements, the corporation can start operating as a business. The waiting period is around 45 to 70 days depending on the corporation object/purpose.

An employment identification number for the Corporation is also the same corporate tax ID for fiscal purposes.

Trademarks and Argentine domain names are necessary with INPI & Nic.AR

If a company requires a specific license, it is possible to process it once it has a tax identification number.

The Argentine Department of Corporations will always require a certain number of directors to be local residents.

 

 








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