Once the decision to establish operations in Argentina has been made, multinational companies must review the various available vehicles and select the one that best fits the investment and the scope of the business they are willing to develop.

The 5 legal vehicles for doing business in Argentina that foreign companies may evaluate are:

1. The branch;
2. The limited liability company (or S.R.L.);
3. The corporation (or S.A.);
4. The single-shareholder corporation (or S.A.U.); and
5. The simplified stock corporation (or S.A.S.).

1) The Branch

It does not have its own legal personality. It is the same foreign company that registers in Argentina to operate as a branch. The parent company is unlimitedly liable for the debts and other obligations incurred by the branch.

It requires the appointment of at least one legal representative who is resident in Argentina. If more than one is appointed, the majority of the legal representatives must be residents.

2) The Limited Liability Company

It has its own legal personality. The liability of the members is limited to their contributions.

It requires a minimum of two and allows a maximum of fifty members. They may be individuals or legal entities, domestic or foreign.

It does not have a legally required minimum capital, although it must be adequate and reasonable for the fulfillment of the corporate purpose.

It is managed and legally represented by one or more managers. The sole manager or the majority of the managers must be residents in Argentina. The appointment of an alternate is not required.

It does not require a supervisory body, unless its capital stock exceeds the minimum established for it to be subject to permanent state oversight[1].

3) The Corporation

It has its own legal personality. The liability of the shareholders is limited to their contributions.

It requires a minimum of two shareholders. They may be individuals or legal entities, domestic or foreign.

The legally required minimum capital stock is AR$ 30,000,000.

It is managed by one or more directors. The sole director or the majority of the directors must be residents in Argentina. It is legally represented by the sole director or the chairman of the board of directors.

It does not require a supervisory body, unless its capital stock exceeds the minimum established for it to be subject to permanent state oversight. If it does not appoint a statutory auditor, it must appoint at least one alternate director.

4) The Single-Shareholder Corporation

Same as the S.A., but with a single shareholder. It may be an individual or a legal entity, domestic or foreign.

Additionally, it requires one active statutory auditor and one alternate[2]. No alternate director is required.

5) The Simplified Stock Corporation

It has its own legal personality. The liability of the shareholders is limited to their contributions.

It may be formed by one or more shareholders. They may be individual or legal entities, domestic or foreign.

The minimum capital stock must be two minimum vital and mobile wages (or SMVM)[3].

It is managed by one or more administrators. At least one of the administrators must be resident in Argentina.

It does not require a supervisory body, unless its capital stock exceeds the minimum established for it to be subject to permanent state oversight. If it does not appoint a statutory auditor, it must appoint at least one alternate manager.

Comparative Chart of Legal Vehicles for Doing Business in Argentina

Registration of Foreign Companies

Both to open a branch and to be a shareholder / partner in any of the mentioned companies, foreign companies must first register in the Public Registry of Argentina.

Conclusions

The most commonly used legal vehicle by foreign investors is the corporation or S.A., in its variants with two or more shareholders or single-shareholder. It is the corporate type that accommodates larger-scale investments, allows the possibility of making a public offering of its shares, etc.

In any case, before adopting a legal vehicle for doing business in Argentina, appropriate legal advice should be sought and all the particularities that the operations will have in the country should be evaluated.

Mario E. Castro Sammartino

[1] Currently AR$ 2,000,000,000

[2] Only attorneys or accountants registered in Argentina may serve as statutory auditors.

[3] Currently, the SMVM amounts to AR$ 322,200.

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