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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