Castro Sammartino & Pierini. Abogados – Attorneys http://cspabogados.com.ar/en/ Asistencia legal integral - Full legal assistance Mon, 04 Mar 2019 00:20:33 +0000 en-US hourly 1 Update on the registration of foreign companies in Argentina http://cspabogados.com.ar/en/registration-of-foreign-companies-in-argentina/ Sun, 03 Mar 2019 22:08:32 +0000 http://cspabogados.com.ar/?p=214647 To incorporate a brand new subsidiary in Argentina or take interest in an already existing company, foreign companies must first register themselves with the Public Registry, filing certain documents

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Know our services for 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.

Update on the registration of foreign companies in Argentina

Know our services for 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...

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

Know our services for companies The corporate regime of Argentina: main legal vehicles The corporate regime of Argentina has had many changes, from the original Commercial Code to the present. In this opportunity, we will sum up the basics to be evaluated to set up a...

Cryptocurrencies in contracts: legal possibility in Argentina

Know our services for companies   Cryptocurrencies in contracts: legal possibility in ArgentinaCryptocurrencies in contracts is a phenomenon of relatively recent emergence and growing use that, at this point, cannot be ignored by national laws. The so-called...

+54 11 43265868

+54 11 43265875

_________________________________________________________

Tte. Gral Juan D. Perón 679, 3rd floor (C1038AAM)

Buenos Aires

Argentina

Contact Us

15 + 11 =

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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 http://cspabogados.com.ar/en/corporate-regime-of-argentina/ Sun, 24 Feb 2019 13:22:47 +0000 http://cspabogados.com.ar/?p=214622 In this opportunity, we will sum up the basics to be evaluated to set up a business structure, focusing on the corporation (“Sociedad Anonima”, or SA), the limited liability company (“Sociedad de Responsabilidad Limitada”, or SRL), and the simplified corporation (“Sociedad por Acciones Simplificada”, or SAS)

La entrada 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 aparece primero en Castro Sammartino & Pierini. Abogados - Attorneys.

]]>

Know our services for 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.

Update on the registration of foreign companies in Argentina

Know our services for 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...

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

Know our services for companies The corporate regime of Argentina: main legal vehicles The corporate regime of Argentina has had many changes, from the original Commercial Code to the present. In this opportunity, we will sum up the basics to be evaluated to set up a...

Cryptocurrencies in contracts: legal possibility in Argentina

Know our services for companies   Cryptocurrencies in contracts: legal possibility in ArgentinaCryptocurrencies in contracts is a phenomenon of relatively recent emergence and growing use that, at this point, cannot be ignored by national laws. The so-called...

+54 11 43265868

+54 11 43265875

_________________________________________________________

Tte. Gral Juan D. Perón 679, 3rd floor (C1038AAM)

Buenos Aires

Argentina

Contact Us

1 + 9 =

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Cryptocurrencies in contracts: legal possibility in Argentina http://cspabogados.com.ar/en/cryptocurrencies-in-contracts/ Mon, 12 Nov 2018 00:35:37 +0000 http://cspabogados.com.ar/?p=214298 Cryptocurrencies in contracts is a phenomenon of relatively recent emergence and growing use that, at this point, cannot be ignored by national laws. The so-called cryptocurrencies or virtual currencies (bitcoins being the best known) are denominations of the same reality: the creation of goods, in a digital and decentralized manner, which "intend" to become units of value or measure for the exchange of goods and services.

La entrada Cryptocurrencies in contracts: legal possibility in Argentina aparece primero en Castro Sammartino & Pierini. Abogados - Attorneys.

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Know our services for 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.

Update on the registration of foreign companies in Argentina

Know our services for 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...

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

Know our services for companies The corporate regime of Argentina: main legal vehicles The corporate regime of Argentina has had many changes, from the original Commercial Code to the present. In this opportunity, we will sum up the basics to be evaluated to set up a...

Cryptocurrencies in contracts: legal possibility in Argentina

Know our services for companies   Cryptocurrencies in contracts: legal possibility in ArgentinaCryptocurrencies in contracts is a phenomenon of relatively recent emergence and growing use that, at this point, cannot be ignored by national laws. The so-called...

+54 11 43265868

+54 11 43265875

_________________________________________________________

Tte. Gral Juan D. Perón 679, 3rd floor (C1038AAM)

Buenos Aires

Argentina

Contact Us

5 + 3 =

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New Trademark Registration Procedure in Argentina http://cspabogados.com.ar/en/trademark-registration-procedure/ Sun, 16 Sep 2018 20:09:55 +0000 http://cspabogados.com.ar/?p=5537 Trademark Registration Procedure in Argentina is governed by Law No. 22.362, as amended, and the administrative resolutions issued by the Trademark Federal Agency (Instituto Nacional de la Propiedad Industrial or INPI). Following, you will find a brief registration of the upcoming timeline that will be in force as of 17 September 2018

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Know our services for companies

 

Trademark Protection in Argentina is governed by Law No. 22.362, as amended, and the administrative resolutions issued by the Trademark Federal Agency (Instituto Nacional de la Propiedad Industrial or INPI). Following, you will find a brief description of the upcoming timeline that will be in force as of 17 September 2018:

•         Once filed, the INPI will publish the application for one day in the Trademark Gazette;

•         Within 30 days after above said publication, the INPI will conduct a background search and rule on its registrability;

•         Third parties´ oppositions must be filed within 30 days as of the publication;

•         As from notification of the hypothetical oppositions, the applicant has a 3-months term to negotiate the lifting of the oppositions;

•         If the opposition has not been lifted upon expiration of said 3-months term, the opponent will have 15 business days to maintain the opposition, pay the relevant official charge, and file additional supporting grounds and pieces of evidence to back the opposition;

•         Provided the opposition is maintained, the INPI will serve the applicant with the current oppositions, granting a 15 business days term to answer each of the pending oppositions and to file evidence;

•         Discovery will be conducted within 40 business days;

•         Once the discovery period is closed, the parties may file final reasons to be considered by the INPI when solving the dispute;

•         The INPI´s ruling on the oppositions may be challenged before the Federal Court of Appeals within a 30 business days term.

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.

 

 

Update on the registration of foreign companies in Argentina

Know our services for 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...

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

Know our services for companies The corporate regime of Argentina: main legal vehicles The corporate regime of Argentina has had many changes, from the original Commercial Code to the present. In this opportunity, we will sum up the basics to be evaluated to set up a...

Cryptocurrencies in contracts: legal possibility in Argentina

Know our services for companies   Cryptocurrencies in contracts: legal possibility in ArgentinaCryptocurrencies in contracts is a phenomenon of relatively recent emergence and growing use that, at this point, cannot be ignored by national laws. The so-called...

+54 11 43265868

+54 11 43265875

_________________________________________________________

Tte. Gral Juan D. Perón 679, 3rd floor (C1038AAM)

Buenos Aires

Argentina

Contact Us

3 + 9 =

La entrada New Trademark Registration Procedure in Argentina aparece primero en Castro Sammartino & Pierini. Abogados - Attorneys.

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Foreign companies registration in Argentina: a significant breakthrough in the ease of doing business http://cspabogados.com.ar/en/foreign-companies-registration-in-argentina/ Fri, 31 Aug 2018 20:50:41 +0000 http://cspabogados.com.ar/?p=4593 Foreign companies registration in Argentina has just been greatly simplified by the Public Registry of the Autonomous City of Buenos Aires.

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Foreign companies registration in Argentina: a significant breakthrough in the ease of doing business

Foreign companies registration in Argentina has just been greatly simplified by the Public Registry of the Autonomous City of Buenos Aires.

On 29 August2018, it was published in the Official Gazette the General Resolution No. 6/2018 issued by the General Inspectorate of Justice – IGJ – (the agency in charge of the Public Registry), amending the General Resolution No. 7/2015 in relation to the requirements for foreign companies to file for registration and do business in Argentina. This change is effective since 30 August 2018.

The most significant changes revolve around the repeals. In this line:

1. Foreign companies filing for registration with the Public Registry will no longer have to show evidence of the existence of assets or significant economic activities abroad. Nor will they have to name their partners;

2.  The Annual Reporting Regime has been abolished. Once registered with the Public Registry, foreign companies will not need to submit yearly documents and information on their assets, business activities and partners;

3. However, given the case of companies that are 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.

In a future article, we will summarize the updated list of documents and information to be put together for foreign companies registration in Argentina. 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.

 

                                                         

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.

 

 

 

Recent articles in our Legal Blog

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

In this opportunity, we will sum up the basics to be evaluated to set up a business structure, focusing on the corporation (“Sociedad Anonima”, or SA), the limited liability company (“Sociedad de Responsabilidad Limitada”, or SRL), and the simplified corporation (“Sociedad por Acciones Simplificada”, or SAS)

read more

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read more

New Trademark Registration Procedure in Argentina

Trademark Registration Procedure in Argentina is governed by Law No. 22.362, as amended, and the administrative resolutions issued by the Trademark Federal Agency (Instituto Nacional de la Propiedad Industrial or INPI). Following, you will find a brief registration of the upcoming timeline that will be in force as of 17 September 2018

read more

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Arbitration in Argentina: new International Commercial Arbitration Law http://cspabogados.com.ar/en/arbitration-in-argentina/ Sun, 12 Aug 2018 22:14:37 +0000 http://cspabogados.com.ar/?p=2508 On July 26th, 2018, it was published in the Official Gazette the new International Commercial Arbitration Law No. 27,449. The LACI follows the United Nations Commission on International Trade Law (UNCITRAL) Model Law as amended in 2006, and is a breakthrough concerning arbitration in Argentina.

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Arbitration in Argentina: new International Commercial Arbitration Law

On July 26th., 2018, it was published in the Official Gazette the new International Commercial Arbitration Law No. 27,449 (Ley de Arbitraje Comercial Internacional, or LACI by its Spanish acronym)[1]. The LACI follows theUnited Nations Commission on International Trade Law (UNCITRAL) Model Lawas amended in 2006, and is a breakthrough concerning arbitration in Argentina[2], positioning the country as an appealing venue of choice for out-of-court business dispute settlements in Latin America.

Additionally to thoroughly regulating the arbitration agreement and procedure, the LACI also governs therecognition and enforcementof any arbitral award in Argentina, irrespective of the seat where it has been issued. As for this issue, the Title IX, Chapter 2, Article No. 104, of the LACI established that the recognition and enforcement of an arbitral award in Argentina may only be denied if:

a) The party against whom the arbitral award is invoked proves before the competent court:

I. That one of the parties to the arbitration agreement was affected by some disability or capacity restriction, or that said agreement is not valid under the law to which the parties have submitted it, or if nothing has been indicated in this regard, under the law of the country in which the award was issued; or

II. That the party against whom the award is invoked has not been duly notified of the appointment of an arbitrator, of the arbitral proceedings, or that it has not been able, for any other reason, to assert his rights; or

III. That the award refers to a controversy not foreseen in the agreement of arbitration or contains decisions that exceed the terms of the arbitration agreement. However, if the provisions of the award that refer to theissues submitted to arbitration can be separated from those that are not, the recognition and execution may be given to the former; or

IV. That the constitution of the arbitral tribunal or the arbitration procedure have not followed the agreement between the parties or, in the absence of such agreement, have not complied with the law of the country where thearbitrationhas been held; or

V. That the award is not yet binding on the parties or has been annulled or suspended by a court of the country in which, or under whose right, the award has been issued; or

b) The court verifies:

I. That, according to Argentine law, the subject of the dispute is not susceptible of arbitration; or

II. That the recognition or enforcement of the award would be contrary to Argentine international public order.

 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.

[1] To read the law you may visit http://servicios.infoleg.gob.ar/infolegInternet/anexos/310000-314999/312719/norma.htm(text only available in Spanish).

[2] Arbitration has been recently allowed as an alternative dispute resolution method for Public-Private Partnership Contracts (see our article on http://cspabogados.com.ar/en/ppp-contracts-in-argentina/), and the Renewable Energies Regime (review the following post on our Legal Blog: http://cspabogados.com.ar/en/investment-incentives-in-renewable-energy-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.

 

Recent articles in our Legal Blog

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

In this opportunity, we will sum up the basics to be evaluated to set up a business structure, focusing on the corporation (“Sociedad Anonima”, or SA), the limited liability company (“Sociedad de Responsabilidad Limitada”, or SRL), and the simplified corporation (“Sociedad por Acciones Simplificada”, or SAS)

read more

Cryptocurrencies in contracts: legal possibility in Argentina

Cryptocurrencies in contracts is a phenomenon of relatively recent emergence and growing use that, at this point, cannot be ignored by national laws. The so-called cryptocurrencies or virtual currencies (bitcoins being the best known) are denominations of the same reality: the creation of goods, in a digital and decentralized manner, which “intend” to become units of value or measure for the exchange of goods and services.

read more

New Trademark Registration Procedure in Argentina

Trademark Registration Procedure in Argentina is governed by Law No. 22.362, as amended, and the administrative resolutions issued by the Trademark Federal Agency (Instituto Nacional de la Propiedad Industrial or INPI). Following, you will find a brief registration of the upcoming timeline that will be in force as of 17 September 2018

read more

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Healthcare in Argentina: payments and benefits to physicians. Liabilities of laboratories and other healthcare companies http://cspabogados.com.ar/en/payments-and-benefits-to-physicians/ Sun, 01 Jul 2018 14:53:46 +0000 http://cspabogados.com.ar/?p=2493 Laboratories and other healthcare industry companies granting payments and benefits to physicians may face different liabilities under Argentine Law, calling for a cautious and thorough analysis before any marketing action based upon those gratuities is launched.

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Healthcare in Argentina: payments and benefits to physicians. Liabilities of laboratories and other healthcare companies

Laboratories and other healthcare industry companies granting payments and benefits to physicians may face different liabilities under Argentine Law, calling for a cautious and thorough analysis before any marketing action based upon those gratuities is launched.

In Argentina, the practice of medicine, dentistry and their collaboration activities are governed by the National Medical Practice Law No. 17.132 (hereinafter the Medical Practice Law). According to the Article Number 20 of the Medical Practice Law, it is prohibited for those professionals practicing medicine:

  • To induce patients to be supplied in certain pharmacies or optical or orthopedic establishments (section 19); and
  • To obtain benefits from clinical analysis laboratories, companies manufacturing, distributing, selling or delivering medicines, cosmetics, dietetic products, prostheses or any element used in the diagnosis, treatment or prevention of diseases (section 21)[1]..

Medical professionals violating the prohibitions may be sanctioned with a warning, fines, license suspension and/or surgery´s closing (Article 126).

In line with the above, the National Law No. 25.649 on the promotion of the use of medicines by its generic name, mandates that any prescription or medical prescription must be mandatorily made by expressing the generic name of the drug or its common international denomination, followed by the pharmaceutical form and dose/unit, with detail of the degree of concentration. The recipe may also indicate the generic name or trademark, but in such case, the pharmacist, at the request of the consumer, will be obliged to replace it with a medication of a lower price that contains the same active ingredients, concentration, pharmaceutical form and a similar number of units (Article Number 2),

Therefore, it is fair to analyze what would happen if, as a consequence of the induction triggered by the benefits received, a healthcare professional only prescribed medicines and products of a particular brand and causeddamages to a certain patient because they are therapeutically inadequate for the patient´s condition. Based on the general civil liability regime legislated in the Civil and Commercial Code of the Nation, the physician and the healthcare company may be held liable and condemned to compensate the damages.

Further to the civil liabilities, if the health professional involved were at the same time a public official, the benefits granted by laboratories and healthcare companies might also be judged as criminal offenses, and the physician and the executives of the company that awarded the benefits subject to potential indictments. Under article 256 of the Criminal Code of the Nation, it is a criminal offense the conduct of a public servant, who personally or through an intermediary, receives money or any other gift, or accepts a direct or indirect promise, to do, delay or stop doing something related to his/her duties. Accordingly, Article 258 of the Criminal Code of the Nation also criminalizes the conduct of those who directly or indirectly offer or grant such gifts[2].

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

Guillermo H. Pierini                                                                     Mario E. Castro Sammartino

[1]A not yet implemented law within the jurisdiction of the Autonomous City of Buenos Aires has established a reporting obligation falling on the manufacturers, importers and distributors of medical, biological and pharmaceutical products that grant and/or deliver goods, services, benefits or rewards of monetary value to physicians (Law No. 5709). A similar draft bill is currently under evaluation of the Federal Congress.

[2]In a recent judicial precedent where a federal judge prosecuted physicians who worked for the public health system for retirees, and directors of a laboratory for making payments to the medical doctors who, in turn, only prescribed to their patients medications of a specific trademark.

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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Competition Defense Law in Argentina http://cspabogados.com.ar/en/competition-defense-law-in-argentina/ Mon, 25 Jun 2018 00:35:01 +0000 http://cspabogados.com.ar/?p=2481 On May 15, 2018, the Argentine Federal Government published in the Official Gazette the new Competition Defense Law in Argentina, Law Number 27,442 (Ley de Defensa de la Competencia or LDC by its Spanish acronym), adjourning the local legislation and aligning it with international standards

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Competition Defense Law in Argentina

On May 15, 2018, the Argentine Federal Government published in the Official Gazette the new Competition Defense Law in Argentina, Law Number 27,442[1](Ley de Defensa de la Competenciaor LDC by its Spanish acronym), adjourning the local legislation and aligning it with international standards[2]. The LDC has already been regulated by Decree Number 480/2018.

The main features of the current piece of legislation are:

1. A new enforcing authority – decentralized and self-governing – will be created: the National Competition Authority, comprised of the Defense of Competition Court, the Secretariat of Anticompetitive Practices and the Secretariat of Economic Concentrations;

2. The LDC prohibits the agreements between competitors, the economic concentrations, the acts or behaviors, in any way manifested, related to the production and exchange of goods or services (LDC, Article Number 1, first paragraph, first sentence), and the achievement of competitively significant advantages by infringing other legal provisions (LDC, Article Number 1, second paragraph), that have the object or effect of limiting, restricting, distorting or disrupting competition or access to the market, or that constitute abuse of a dominant position[3]in a market, in all cases to the extent that it may result in damage to the general economic interest (LDC, Article Number 1, first paragraph, first sentence).

The LDC sets out specific hard-core cartel conducts as outright unlawful, without any further analysis[4].

Further, the LDC also sets forth a lengthy and non-exhaustive list of practices that may be deemed as anti-competitive as long as they have the object or effect of limiting, restricting, distorting or disrupting competition or access to the market, or constitute abuse of a dominant position in a market, to the extent that it may result in damage to the general economic interest[5].

3. A pre-closing obligation to notify and ask for approval of economic concentration transactions[6]exceeding certain thresholds[7];

4.Tougher sanctions for anti-competitive practices and prohibited economic concentrations[8];

5. Additionally to the sanctions provided for by the LDC, the individual or companies affected by the acts or conducts prohibited by the LDC may seek financial redress before the ordinary courts of justice. The Civil and Commercial Code of the Nation prohibits the abuse of a dominant position in the market (Article Number 11), and this practice may result in civil liabilities, like any other act or conduct that unlawfully cause damages.

Once the resolution passed by the Competition Defense Court turns final, such decision will be deemed as res judicatafor the judge hearing on the civil lawsuit filed afterward. Affected parties may also judicially pursue punitive damages.

6. A so-called leniency program (programa de clemencia) has been set up, to exempt or relieve whistleblowers from fines when they help detect cartel operations.

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

 

Mario Eduardo Castro Sammartino

[1]A Spanish version is available here: http://servicios.infoleg.gob.ar/infolegInternet/anexos/310000-314999/310241/norma.htm

[2]. The defense of competition against all forms of market distortion and control over natural or legal monopolies are mandates of the National Constitution (Article Number 42), turned operative by the different legal regulations on the subject and currently by the LDC.

[3]One or more individuals or legal entities enjoy a dominant position when, for a particular type of product or service, they are the sole buyers and sellers within the national market or in one or several parts of the world or, when not being the single buyers and sellers, they are not exposed to substantial competition or, when by degree of vertical or horizontal integration they are in a position to determine and damage the economic sustainability of a competitor participating in the market (LDC, Article Number 5).

[4]These per se anticompetitive and prohibited practices are the agreements between two or more competitors, consisting of contracts, or dealings whose object or effect is:

a) To directly or indirectly agree on the sale or purchase price of goods or services to which those goods and services are bought or sold in the market;

b) To establish obligations to (i) produce, process, distribute, purchase or commercialize only a restricted or limited amount of goods, and/or (ii) provide a limited or restricted number, volume, or frequency of services;c) To horizontally distribute, divide, allocate or impose zones, portions or segments of markets, customers or sources of supply; and

d) To establish, agree on or coordinate bids, or abstentions in tenders, contests or auctions (LDC, Article 2).

[5]Some of the listed practices that require further analysis to be deemed anticompetitive are:

  • To fix whether directly or indirectly the sale or purchase price of goods or services in the market, as well as the exchange of information that has the same purpose or effect;
  • To set, impose or practice, directly or indirectly, in any way, conditions to (i) produce, process, distribute, buy or commercialize only a restricted or limited amount of goods, and/or (ii) provide a limited or restricted number, volume or frequency of services;
  • To make the sale of a product conditional on the acquisition of another product or use of a service, or to make the provision of a service conditional on the use of another service or the acquisition of a product;
  • To make a purchase or sale dependent on the other party not using, acquiring, selling or supplying goods or services produced, processed, distributed, or commercialized by a third party,
  • To impose discriminatory conditions on the acquisition or sale of products or services for any reason not based on business usage and customs;
  • To sell goods or provide services at prices lower than their cost to negatively affect competition in the market or to damage the image, assets, or trademark value of a competitor’s goods or a supplier’s services; and
  • The participation of an individual in executive or board positions in two or more competing companies.

[6]The LDC considers as economic concentration the take over of one or several companies through the performance of the following acts:

  • Mergers;
  • Transfer of going concerns;
  • Acquisition of ownership or any right over shares, equity participation or debt securities, that give any right to be converted into shares or equity participation, or have any influence on the decisions of the company issuing them when said acquisition grants the acquirer control of, or substantial influence over the company or the competitive strategy of a company;
  • Any other agreement or act that transfers factually or legally to a person or economic group the assets of a company or gives it a decisive influence on ordinary or extraordinary management decisions of a company.

[7]To fall within this obligation the total volume of business of the companies concentrating must exceed in the country an amount equivalent to 100-million mobile units (1 mobile unit = AR$ 20, amount that will be updated annually based on the variation of the consumer price index).

[8]The company infringing the law may be sanctioned with the cessation and reverse of effects of the relevant act or conduct, fines, dissolution and winding up, spin-offs, etc. Fines may be jointly imposed on directors, managers, statutory auditors and members of the supervisory committee of the offending company.

 

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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Mergers and Acquisitions in Argentina: due diligence and hidden labor liabilities. A landmark decision from the Argentine Supreme Court of Justice helps to spot them http://cspabogados.com.ar/en/hidden-labor-liabilities/ Wed, 09 May 2018 20:23:54 +0000 http://cspabogados.com.ar/?p=2471 Mergers and Acquisitions in Argentina: due diligence and hidden labor liabilities. A landmark decision from the Argentine Supreme Court of Justice helps to spot them
In a recent landmark decision dated 24 April 2018, the Argentine Supreme Court of Justice (Corte Suprema de Justicia de la Nación, or CSJN), in re Rica, Carlos Martín c. Hospital Alemán y otros s/ Despido, addressed the issue of formally independent service providers

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Mergers and Acquisitions in Argentina: due diligence and hidden labor liabilities. A landmark decision from the Argentine Supreme Court of Justice helps to spot them

When conducting a Due Diligence to take interests in the share capital of an Argentine company, potential hidden labor liabilities are a key issue that – if not properly detected and dealt with in the stock purchase agreements – may have devastating effects on the outcome of the transaction.

The target company may keep relationships with allegedly independent providers of services, consultants or contractors, the latter invoicing their services as if they had no labor relationship with the company. However, one of the basic tenets of labor law is the reality principle, in so far as that what effectively happens prevails over the formalities the parties chose to frame the relationship. Consequently, the company may engage a reputedly independent contractor from the formal point of view, and such contractor be deemed as an unregistered employee according to the proof rendered in a judicial procedure.

In a recent landmark decision dated 24 April 2018, the Argentine Supreme Court of Justice (Corte Suprema de Justicia de la Nación, or CSJN), in re Rica, Carlos Martín c. Hospital Alemán y otros s/ Despido, addressed the issue of formally independent service providers, setting out relevant criteria to decide when those relationships should not be considered of a labor nature.

The plaintiff was a physician who had been working for more than seven years, invoicing his services as if he were an independent contractor. In its ruling, the CSJN found that the plaintiff had not kept a labor relationship with the defendants, supporting its verdict with the following main arguments.

a) The existence of an organization of its own on the part of the service provider

In the case, the plaintiff has organized itself and freely agreed with the defendants the conditions of his services, setting his hours of medical practice – including reducing the same -, not taking holidays, etc. Further, the plaintiff assumed the risk of his activity in as much as his service hours fluctuated, and he charged and collected his fees if and only if the beneficiaries paid them and after the payment had taken place.

Finally, the CSJN evaluated that the plaintiff´s invoicing was not consecutively numbered, and differed in their amount from month to month based on the practices he effectively performed. The highest Court of Justice in the land also considered that the service provider had never effected a labor complaint of any kind throughout the whole relationship;

b) The contract of services in the Civil and Commercial Code of the Nation

The CSJN remarked that the new Civil and Commercial Code of the Nation, effective as of 1 August 2015, regulated the contract of services, as a contract type to give a legal framework to services rendered without labor relationship between the parties; and

c) The lack of risk assumption in the labor relationship

One of the key features of a labor relationship is just the workers´ absence of risk assumption: the employees immerse themselves in the employer´s organization, not running any business-related risk. The workers´ salaries must by mandatorily and timely paid by the employer, regardless the outcomes of the company. No unfavorable business event (such as a turnover decrease, or the loss of a significant client) may be alleged not to pay the salary, nor for grounding any layoff decision.

Failing to properly identify hidden labor relationships disguised under the formalities of service providers may produce significant losses on the carried out transaction since liabilities for having unregistered employees are huge. Unregistered employees are granted – additionally to the regular severance compensations[1]-, two tough special compensations: one of them amounting to 25 percent of all salaries not registered, and the other doubling up the regular compensation due for seniority and lack of notice. Plus another 50 percent of the seniority compensation for the employee because he/she had to resort to the judiciary to be acknowledged as such. Finally, the conflict will also trigger a social security contingency and contributions will also be due over all the payments made to the employee.

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.

[1]For a summary of labor costs in Argentina, please, review the following article on our Legal Blog: For a brief on Labor Costs in Argentina, please review the following article on our Legal Blog: http://cspabogados.com.ar/en/labor-costs-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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How to set up a representative office of a foreign not-for-profit organization in Argentina http://cspabogados.com.ar/en/foreign-not-for-profit-organization-in-argentina/ Sun, 08 Apr 2018 14:55:30 +0000 http://cspabogados.com.ar/?p=2448 Not-for-profit organizations in Argentina are governed by the Civil and Commercial Code of the Nation (Book I, Title II). Furthering the set up of these legal entities of the common good, the Public Registry of the Autonomous City of Buenos Aires allows a foreign not-for-profit organization to establish and develop its activities in the country through a representative office.

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How to set up a representative office of a foreign not-for-profit organization in Argentina

Not-for-profit organizations in Argentina are governed by the Civil and Commercial Code of the Nation (Book I, Title II) [1]. Furthering the set up of these legal entities of the common good, the Public Registry of the Autonomous City of Buenos Aires allows a foreign not-for-profit organization to establish and develop its activities in the country through a representative office.

Under Article 377 of General Resolution Number 7/2015[2], to file for registration of a representative office of a foreign not-for-profit organization in Argentina, the following documents must be submitted:

a) The foreign not-for-profit organization´s articles of incorporation and bylaws, as amended;

b) A certificate of “good standing” issued by the controlling agency of its jurisdiction, evidencing that the foreign not-for-profit organization is registered and authorized to operate as an entity of a common good, for not-for-profit purposes. This certificate may not be older than six months as of the date of submission;

c) A document containing a resolution deciding:

(i) The opening of the representative office in Argentina, and the filing of the registration application with the Public Registry;

(ii) The appointment of the individual filling in the position of legal representative in Argentina, and his / her capacities – sufficient enough to open up the permanent representation in Argentina, perform its not-for-profit purposes and set the legal address -; and

(iii) The legal address the representative office will have within the Autonomous City of Buenos Aires (or the authorization for the legal representative to appoint it).

d) A note issued by the legal representative, containing his / her details, an affidavit of his / her potential local political exposure and legal eligibility to fill the position and his / her legal address to all means.

All foreign documents must be executed with the formalities required by law in the country of origin, their signatures certified by a public notary, and be legalized with the Hague Apostille or by Consular´s intervention. In the case of documents signed by officers of the entity, the officers´ capacity must also be certified by a public notary. The foreign documents must be translated into Spanish by an Argentine certified public translator.

Should assets or funds be assigned to the representative office, they should be sufficient enough and reasonable concerning the common good purpose of the foreign entity to be carried out by the local representation or establishment.

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.

Mario Eduardo Castro Sammartino

[1] For a brief review of the legal vehicles for business purposes, please, visit our Legal Blog.

[2] Its Spanish text may be found on http://servicios.infoleg.gob.ar/infolegInternet/anexos/245000-249999/249837/norma.htm .

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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