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Update on the corporate regime of Argentina: single-partner companies, simplified corporations, foreign companies, and some key issues to evaluate when legally organizing a business structure

by | Feb 24, 2019 | Companies

Registration of foreign companies in Argentina

Foreign companies enjoy a free and business-friendly local environment[1]. However, the registration of foreign companies in Argentina is the first step to set up a business structure.

To incorporate a brand new subsidiary [2] 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 IGJ[3]. The current requirements are the following:

1. 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);
2. The articles of incorporations, and by-laws, as amended;
3. The relevant corporate resolution including:
a. The decision to register the foreign company with the Public Registry to participate in a company incorporated in Argentina;
b. The closing date of its fiscal year;
c. A statement that the foreign company is not subject to liquidation, or any other legal procedure imposing restrictions on its assets or activities;
d. 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
e. 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 local company, to exercise the rights and comply with the obligations of the foreign company derived from its capacity of partner of a company incorporated in Argentina, and to answer judicial or extrajudicial notices served in the foreign company´s registered legal address, or in the legal representative´s special address, as the case may be, in connection with the above-mentioned capacity and the obligations and responsibilities derived thereof.
In case that more than one legal representative has been appointed, they may act interchangeably of jointly according to the powers granted by the corporate resolution.
4. A sworn affidavit issued by the appointed legal representative disclosing the foreign company’s final beneficiaries (those individuals who have at least twenty percent (20%) of the share capital or voting rights of a legal entity, or who by other means exercise final, direct or indirect control over a legal entity or other legal structure).
5. All documents coming from abroad must be submitted with those formalities required by the law of their country of origin, their content and signatures certified by a public notary where appropriate, and legalized by the Hague Apostille or Consular intervention, as the case may be. Before filing, all documents are to be translated into Spanish by an Argentinean certified public translator.

If the foreign company applying for registration is set up, registered or incorporated in countries and jurisdictions considered non-cooperative for the purposes of fiscal transparency and/or the fight against Money Laundering and Financing of Terrorism, the IGJ will require proof on the existence of significant economic activities abroad, and will strictly evaluate the evidences submitted.

[1]See our post about Foreign Investments in Argentina on our Legal Blog: http://cspabogados.com.ar/en/foreign-investments-in-argentina/.
[2]To review the different legal vehicles available for doing business in Argentina, please, you can read on our Legal Blog: http://cspabogados.com.ar/en/corporate-regime-of-argentina/.
[3]On the issue, please, read the article on our Legal Blog: http://cspabogados.com.ar/en/foreign-companies-registration-in-argentina/.

 

Mario E. Castro Sammartino

For additional information on these or any other issues related to doing business in Argentina, please, sign up for our Legal Blog or contact us at any time.

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.

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