New controls on foreign companies in Argentina

by 27 Feb 2020Companies, Corporate, Doing business in Argentina

By way of its General Resolution No. 2/2020 (hereinafter, the Resolution), published on the Official Gazette on 21 February 2020 and effective as of the same date, and other supplementary resolutions, the General Inspectorate of Justice (Inspección General de Justicia. Hereinafter the IGJ) reinstated tighter controls on foreign companies in Argentina and additional obligations for their legal representatives.

Among others, the following provisions were established:

1. Obligations to meet when filing for registration

Foreign companies wishing to establish a branch or register themselves to participate as partners in a company incorporated in Argentina are again required to evidence:

a) That they do not have, in its place of incorporation, registration or incorporation, forbidden or restricted the development of all its activities or the main one(s) of them;

b) That they have a significant business activity and their management center outside Argentina; and

c) Who their partners are.

2. Annual informative regime

Foreign companies must yearly comply with an informative regime showing proof that they keep a significant business activity and their management center outside Argentina and who their partners are, and reporting the value of their holdings in local companies and the percentage of such holdings over the share capital and net worth.

3. Impossibility of registering the so-called “off-shore” companies and those incorporated in non-cooperative jurisdictions

The IGJ will not register companies incorporated abroad that:

a. Lack the capacity and legal standing to act in the territory of the place of their formation; or

b. Are incorporated or registered in countries, domains, jurisdictions, territories, associated states and special tax regimes, considered non-cooperative for tax transparency purposes and/or categorized as non-cooperative in the fight against Money Laundering and Financing of Terrorism, or of low or no taxation, according to the criteria of the CENTRAL BANK OF THE ARGENTINE REPUBLIC, of the FINANCIAL INVESTIGATION UNIT, of the MINISTRY OF JUSTICE AND HUMAN RIGHTS or of organizations governed by rules of public international law, such as the UNITED NATIONS, the Organization of AMERICAN STATES, the INTERNATIONAL FINANCIAL ACTION GROUP (FATF), OECD or others, or in their absence, which in the reasonable judgment of the GENERAL INSPECTION OF JUSTICE do not meet such standards.

(General Resolution No. 7/2015, section 218, as amended by General Resolution IGJ No. 8/2021).
According to the IGJ, “off-shore” companies are defined as those incorporated abroad which, in accordance with the laws of the place of its constitution, incorporation or registration, have a prohibition or restriction to carry out all of its activities, or the main one(s) of them, within such territory (General Resolution No. 7/2015, section 510, third paragraph, text ordered by General Resolution No. 2/2020).

4. Guarantee of the legal representatives

Legal representatives of foreign companies will have to grant a guarantee equivalent to five times the minimum corporate capital required for local corporations (currently AR$ 100,000); such guarantee would, therefore, amount to ARS 500,000.

The guarantee must remain in force until the cancellation of the registration of the legal, representative, plus an additional period of time equal to the statute of limitations of the actions for damages (three years).

In order to know all the requirements to register a foreign company in Argentina, please review the following article in our Legal Blog: “How to register a foreign company in Argentina“.

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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