Which is the best legal vehicle to do business in Argentina?
The question about the best legal vehicle to do business in Argentina has recently received a brand new and far better answer, raising again the issue of how broad contractual freedom in corporate law is in our country.
Corporate law in Argentina is mainly governed by the General Companies Law Nº 19,550 (Ley General de Sociedades or LGS by its Spanish acronym), being the company types most commonly used the so-called Sociedad Anónima (or S.A.) and Sociedad de Responsabilidad Limitada (or S.R.L.). The LGS is based upon public policy principles, and thus a significant number of its dispositions are mandatory, and cannot be contracted out by the parties.
However, under Law Number 27,349, published in the National Official Gazette on 22 April 2017, a new paradigm has been introduced in Argentine corporate law by creating a new company type: the simplified corporation (Sociedad por Acciones Simplificada or SAS).
Unlike the company types regulated by the LGS, the SAS is built around the principle of freedom of contract, with very few mandatory provisions, making it a very flexible, fast to incorporate, highly customizable, and cost-effective legal vehicle. In this line, SAS´s main features are the following:
- A SAS may be incorporated by one or more individuals or legal entities. There is no nationality, nor residence requirement to be a shareholder of a SAS;
- The SAS may be created electronically by digital means, and be registered with the Public Registry and get its tax ID within 24 hours, as long as the partners choose the sample by-laws enacted by the Public Registry;
- Plural corporate purposes are allowed, with very few restrictions, being the most significant one the prohibition for SAS to offer their equity or debt securities to the general public;
- The SAS´ minimum capital stock must be equivalent to two monthly minimum salaries;
- Equity is represented by nominatives and non-endorsable shares. Different kind of shares with different rights and share premiums may be issued. Prior partner´s consent and even straight prohibition to the transfer of shares for a term no longer than ten years may be included in the by-laws;
- Irrevocable capital contributions on account of future subscription of shares are allowed for a term of 24 months since their acceptance;
- Shareholders limit their liability to just paying off the shares they have individually subscribed, and guaranteeing the paid up of the full contributions the other partners have committed themselves to;
- The SAS´ partners are legally entitled to decide on the company´s organization structure. Controlling bodies are optional;
- The SAS´ managers are to be individuals, either partners or not. They may be appointed for an indefinite period. Managers may be Argentine citizens or foreign individuals, and only one of them must reside in Argentina. Foreign managers must only get a tax ID, appoint a legal representative in Argentina and set a legal address in the country. SAS´s managers will not be required to set up a guarantee;
- The partners´ decisions may be adopted through meetings or consultation procedures agreed upon in the by-laws.
- SAS´ board and shareholders meetings can be held not only at the registered office but also at any other place, by any means allowing the partners and any other participants to communicate among themselves simultaneously;
- By-laws may provide for arbitration as the dispute resolution method;
- The SAS may keep their corporate and accounting books by electronic means. SAS´s are not required to submit their financial statements to the Public Registry;
- Being a company type not regulated by the LGS, SAS´ s by-laws are highly customizable and may be designed to serve the partners’ particular needs best.
Most of the above-listed features are not allowed under the company types foreseen by the LGS.
As a conclusion: except for those companies wishing to go public, the SAS offers advantages unmatched by the other company types in Argentina, whether for Argentine or international clients.
To know more about the SAS vehicle, please, read on http://cspabogados.com.ar/en/simplified-corporations-in-argentina/, and on http://cspabogados.com.ar/en/regulation-of-simplified-corporations-in-argentina/.
Mario Eduardo Castro Sammartino
Our publications exclusively express the author´s opinion and do not purport to be legal counsel on any case. Should you need it, you must consult with your trusted lawyer or may contact us at your convenience. If you liked the article, please, share it.
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