bannarTop

GLOBAL INFO

Argentina

COUNTRY:

ARGENTINA

QUESTION:

ANSWER:

1.      What are the main company forms in your country?

There are different business companies in Argentina but the most widely used are the Sociedad de Responsabilidad Limitada (or SRL by its acronym in Spanish, a sort of limited liability company) and the Sociedad Anónima (or SA by its acronym in Spanish, a sort of corporation). The latter being divided into the general SAs – with two or more shareholders – and the single-shareholder SAs recently introduced by the new Civil and Commercial Code of the Nation

2.      Which is the most preferred company form by foreign investors?

SAs are by far the most preferred company to do business in Argentina by foreign investors

3.      What are the basic capital requirements of this company? (minimum amounts, types of capital, deadline of capital contribution)

All SAs require a minimum capital stock of Argentine Pesos (ARS) 100,000 and it has to be fully subscribed on incorporation. However, the deadline for capital contributions is different for cash contributions and for in kind contributions.

When cash is paid as consideration for the stock and it comes to general SAs of more than one partner, only 25 per cent need be paid upfront and the balance within the next two years. For single-shareholder SAs, the capital stock must be fully paid up on incorporation.

When the consideration for the stock is contributed in kind (e.g. real estate, capital goods, etc), it must be paid in full at the time of subscription

4.      What are the basic rules of shareholders liability for company debts in this company?

Shareholders have no personal liability for SAs debts, provided the entity is sufficiently capitalized and adequately administered.

5.      What are the basic management requirements for this company? (only natural persons, or nationals can be managers etc.)

SAs are managed by a board of directors and only human persons may serve as such. No nationality requirement applies, but the majority of the members of the board must be Argentine residents.

SAs with a capital stock of more than ARS 10 million require having three or more directors. Regardless their capital stock, single-shareholder SAs always request at least three directors.

The board must appoint a chairperson, who is the legal representative of the company.

 

 

6.      How long does the registration procedure of this company take?

Registration procedures are different in requirements and lengths under federal jurisdiction and every provincial jurisdiction. The main jurisdictions are the Autonomous City of Buenos Aires (federal) and the Buenos Aires Province and in any case registration may take around fifteen business days, provided that all the proper documents are submitted.

7.      What are the main costs of formation of this company in local currency?

SAs with two shareholders, with standard by-laws and a capital stock of ARS 100,000 cost around AR$ 30,000. Single-shareholder SAs  with standard by-laws and a capital stock of ARS 100,000 cost around AR$ 45,000. Quotation may vary according to the jurisdiction involved, the by-laws customization required, the number of officers appointed, the amount of capitalization and the speed of the registration procedure requested.

8.      What is the average attorney’s fee of the formation of this company in local currency?

Depending upon the complexity of the by-laws, number of shareholders, capitalization and jurisdiction involved, they may range between ARS 7,500 and ARS 15,000.

9.      What are the basic publicity requirements of this company (filing of company changes, financial reports, etc.)

All SAs must timely file their fiscal-year financial statements. They also have to report the appointment of their officers and any amendment introduced to their by-laws. General SAs with a capitalization higher than ARS 10,000,000 and all single-shareholder SAs are also subject to permanent government supervision and additional filing requirements may apply according to the jurisdiction of incorporation

10.   What are the main auditor requirements?

SAs have no mandatory audit requirements, unless they fall under permanent government supervision, such as companies trading their shares and securities publicly; with a capital stock of more than ARS 10,000,000; having business in the field of certain regulated activities (e.g., banking, insurance, etc.); single-shareholder SAs, etc. When statutory auditing is required and save for those companies with a capital stock of more than ARS 10,000,000, SAs must appoint an odd number of statutory auditors (síndicos) with a minimum of three; SAs with a capitalization higher than ARS 10,000,000 may appoint a single statutory auditor.