Commercial Guide to Doing Business in Argentina: subsidiaries in Argentina
Further to branches[1], foreign companies usually do business in Argentina through subsidiaries. Following, we will cover different types of subsidiaries in Argentina and their basic setting-up requirements.
Unlike branches, subsidiaries are independent companies and, therefore, the partner´s liability is limited to the capital contributions they have committed to making.
To incorporate subsidiaries in Argentina, foreign companies must register themselves beforehand with the Public Registry of the Autonomous City of Buenos Aires or any of the provinces.
Among the company types the Argentine law regulates, to set up a subsidiary, foreign companies usually choose the Corporation (Sociedad Anónima, or SA), the Limited Liability Company (Sociedad de Responsabilidad Limitada, or SRL), and the Simplified Corporation (Sociedad por Acciones Simplificada, or SAS).
Some basic features to consider when choosing a company type are:
|
|
SA |
SRL |
SAS |
|
Number of partners |
1 or more |
Two or more, and up to 50 |
1 or more |
|
Equity ownership |
Non-resident individuals and/or foreign companies may own 100% of the company. A single-shareholder SA may not be incorporated by another single-shareholder SA. |
Non-resident individuals and/or foreign companies may own 100% of the company. |
Non-resident individuals and/or foreign companies may own 100% of the company. A single-shareholder SAS may not be incorporated by another single-shareholder SAS. |
|
Minimum capital contributions[1] |
AR$ 100,000 |
No minimum required |
Twice the minimum salary |
|
Corporate purpose |
The corporate purpose must be precise and specific |
The corporate purpose must be precise and specific |
The corporate purpose may be wide and multiple[2]. |
|
Management body |
The management of a SA is in charge of a Board of Directors, composed of at least one active Director, and one alternate when the company does not have an auditing body. In certain cases (e.g., when the share capital is higher than AR$ 50,000,000), the SAS must appoint at least three active directors. Single-shareholder SAs may just appoint one active director because the auditing body is mandatory. |
The management of an SRL is in charge of a Management Body (Gerencia), composed of one or more active managers. No alternate managers are required.
|
The management of a SAS may be in charge of one active manager, and one alternate manager when the company does not have an auditing body.
|
|
Management residency |
The absolute majority of the members of the board of directors must be Argentine residents |
The absolute majority of the managers must be Argentine residents |
Just one manager must reside in Argentina |
|
Auditing body |
Optional with some exceptions. One active syndic and one alternate syndic are required when the SAS has only one shareholder or has a share capital higher than AR$ 50,000,000. In certain cases, the auditing body (Sindicatura) must have at least three members. |
Optional, unless the capital is higher than AR$ 50,000,000, in which case SRLs must appoint at least on active syndic and one alternate syndic. |
Optional[3]. |
In a future release of our Commercial Guide to Doing Business in Argentina, we will cover the requirements to register a foreign company to incorporate a subsidiary.
Mario E. Castro Sammartino
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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.
[1] See our article on branches in Argentina on our Legal Blog: https://cspabogados.com.ar/en/branches-in-argentina/
[2] The General Inspectorate of Justice (Inspección General de Justicia, o IGJ), the federal agency in charge of the Public Registry within the jurisdiction of the Autonomous City of Buenos Aires, requires that the corporate purpose be reasonably related to the share capital, and may request capital contributions higher than the minimum (General Resolution N° 7/2015, as amended by General Resolution N° 5/2020).
[3] The IGJ does not allow the incorporation of companies with multiple corporate purposes (General Resolution N° 7/2015, as amended by General Resolution N° 5/2020).
[4] The IGJ mandatorily requires an auditing body when the SAS´s share capital is equal to or higher than AR$ 50,000,000, in which case the company must appoint at least one active and one alternate controller.
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