Registering a foreign company in Argentina to form or participate in a locally incorporated company involves preparing several documents abroad.

The rules of the Public Registry of the Autonomous City of Buenos Aires, under the authority of the General Inspectorate of Justice, require the following to be submitted:

1) A certificate attesting to the registration of the foreign company, dated no more than six months prior to the date of submission, issued by the registration authority of the jurisdiction of origin (“certificate of good standing” in U.S. practice);

2) Articles of incorporation or memorandum of association and any amendments thereto;

3) The resolution of the corporate body that decided to register the foreign company in Argentina, containing:

a) The decision to register 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 proceedings that impose restrictions on its assets or activities;

d) The appointment of a representative, who must be an individual[1];

e) The designation of the registered office in the Autonomous City of Buenos Aires, specified with precision. The representative may be expressly authorized to determine this;

f) The declaration and proof of who the beneficial owners of the foreign company are[2].

Documentation must be submitted in accordance with the formalities established by the law of its country of origin, notarized or authenticated abroad by the issuing authority, and apostilled or legalized by the appropriate authority.

The capacities of representation of the officers of the foreign company must be certified by a notary public or public official. Exceptionally, if certification by a notary public is not possible, a statement by the officer himself that he has sufficient authority to execute the act with his signature on said document, certified by a notary public, will be accepted.

If any of the documents are in a language other than Spanish, they must be filed by a version in the national language prepared by a certified translator registered in the Autonomous City of Buenos Aires, whose signature must be legalized by their respective professional association or entity authorized for that purpose.

At Castro Sammartino & Pierini Abogados, we draft all the corporate resolutions that must be adopted to register a foreign company in Argentina, and we help your executives or lawyers gather and review the rest of the documentation required to apply for registration.

 Contact us.

               Mario E. Castro Sammartino

[1] The role of the representative of the foreign company is basically to participate in the meetings of the local company and vote at them (for example, on the annual approval of the financial statements, allocation of profits for the fiscal year, distribution of dividends, remuneration of the directors of the domestic company, etc.).

[2] Beneficial owners are defined as the individual(s) who own(s) at least ten percent (10%) of the capital or voting rights of a legal entity; and/or the individual(s) who by other means exercise(s) ultimate control over it.

Ultimate control shall be understood as that exercised, directly or indirectly, by one or more individuals through a chain of ownership and/or through any other means of control and/or when, due to factual or legal circumstances, they have the power to shape the corporate will for decision-making by the governing body of the legal entity or legal structure and/or for the appointment and/or removal of members of their management body.

In the case of a chain of ownership, it must be described until reaching the individual or individuals who exercise ultimate control.

In each case, the respective supporting documentation, corporate bylaws, records of shares or corporate holdings, contracts, transfer of holdings, and/or any other document proving the chain of ownership and/or control must be provided.

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