The Two-Step Process for establishing a subsidiary in Argentina
Introduction: Navigating Corporate Registration in Argentina
Establishing a subsidiary in Argentina is a two-step registration process, governed by the General Companies Law No. 19,550 (Ley General de Sociedades), and overseen by the Public Registry (the General Inspectorate of Justice – Inspección General de Justicia - in the Autonomous City of Buenos Aires or equivalent provincial registries).
Overview of the Two-Step Registration Process of a subsidiary in Argentina
First, one or more foreign parent companies must register with the Public Registry, to be allowed to participate in the formation of a local entity or to purchase interest in an already existing one.
Second, once registered, they can proceed to incorporate the Argentine subsidiary.
This process applies regardless of the chosen domestic corporate form (Sociedad Anónima (SA), Sociedad de Responsabilidad Limitada (SRL), or Sociedad Anónima Unipersonal (SAU)).
No physical presence in Argentina is required, as the process can be handled remotely with the assistance of local legal representatives and the granting of power of attorney.
Step 1: Registration of the Foreign Parent Company
Before incorporating the domestic subsidiary and for the prior registration purpose, the foreign company (or companies) must prepare and submit certain corporate documents, and produce evidence of the corporate resolutions deciding to proceed in that way, appointing the legal representative, setting up a local legal address, etc.
Should you want to have a guide on the documents and resolutions to be submitted, please, contact us and request our “Guide for Registering a Foreign Company in Argentina”.
Step 2: Incorporation of the Argentine Subsidiary
After registering the foreign parent company, the domestic subsidiary may be formed. This involves drafting and executing the foundational documents (articles of incorporation and bylaws), making the capital contributions, appointing the local managers, setting up the registered office, and registering the new local company with the Public Registry.
To learn about the different domestic company types available to choose among when setting up an Argentine subsidiary, please, contact us to schedule a video call to go through them together with you.
At Castro Sammartino & Pierini, we assist clients from document preparation to full incorporation, and beyond with all the post registration legal needs (e.g.: renting facilities, hiring personnel, suppliers and client’s contracts, data protection, etc.).
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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