Corporate Law at Argentina
Here’s a detailed overview of Corporate Law in Argentina:
🇦🇷 Corporate Law in Argentina
1. Legal Framework:
The primary legislation governing corporate entities in Argentina is the Argentine General Companies Law (Ley General de Sociedades – Law No. 19.550).
It has been amended multiple times, notably by Law No. 26.994 and Law No. 27.349 (which introduced the Simplified Corporations regime).
The Argentine Civil and Commercial Code also provides complementary provisions.
2. Main Types of Business Entities:
| Entity Type | Key Features |
|---|---|
| Sociedad Anónima (S.A.) | Traditional corporation; suitable for large enterprises; allows public listing. |
| Sociedad de Responsabilidad Limitada (S.R.L.) | Limited liability company; suitable for small/medium businesses. |
| Sociedad por Acciones Simplificada (S.A.S.) | Introduced in 2017 for startups and SMEs; simple incorporation process. |
| Branch of a Foreign Company | Foreign companies can operate via a branch without forming a separate legal entity. |
3. Incorporation and Registration:
All companies must register with the Public Registry of Commerce (Registro Público de Comercio) in the relevant jurisdiction (e.g., IGJ in Buenos Aires).
Documents required include the Articles of Incorporation, bylaws, and tax registrations.
S.A.S. entities can be incorporated entirely online with reduced formalities.
4. Capital Requirements:
S.A.: Minimum capital is ARS 100,000 (subject to inflation and regulatory updates).
S.R.L. and S.A.S.: No fixed minimum, but capital must be adequate for business purposes.
5. Corporate Governance:
S.A.: Managed by a board of directors; shareholders' meeting is the supreme governing body.
S.R.L.: Managed by one or more managers (gerentes); fewer formalities than an S.A.
S.A.S.: Flexible structure; may have a sole shareholder and director.
6. Reporting and Compliance:
Annual financial statements must be filed and audited (mandatory for S.A.s, depending on size for others).
Corporate books must be maintained and legalized.
Tax registration with the Federal Administration of Public Revenue (AFIP) is mandatory.
7. Foreign Investment:
Foreign investors can own 100% of an Argentine company.
Foreign companies must register and appoint a local representative if they wish to incorporate or hold shares.
8. Dissolution and Liquidation:
Companies may be dissolved voluntarily or by judicial decision.
Liquidation must be conducted under legal supervision, with distribution of remaining assets to shareholders.
Summary
Argentina offers a variety of corporate structures under Law No. 19.550, with the S.A.S. model particularly attractive for startups due to its simplified requirements. The legal system supports both local and foreign investment, although regulatory and tax compliance remains essential.
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