Directors and legal representatives of foreign companies in Argentina: may they be non-residents?

by 30 May 2024Companies, Corporate, Doing business in Argentina

1) Directors and legal representatives of foreign companies in Argentina

The directors and legal representatives of foreign companies in Argentina are regulated, as far as corporate aspects are concerned, by the rules of the General Companies Law No. 19,550 (hereinafter, the LGS) for all types of companies, except for simplified corporations (Sociedades por Acciones Simplificadas, hereinafter, the SAS), by Law No. 27,349 on Support to Entrepreneurial Capital (Ley de Apoyo al Capital Emprendedor, hereinafter, the LACE) as far as the SAS are concerned, and by the local rules of the different Public Registries of the provinces and the Autonomous City of Buenos Aires.

Regarding the subject of this article, we will refer to the provisions of the LGS and the LACE.

2) May the directors and legal representatives of foreign companies in Argentina be non-residents?

To answer the question, two different positions must be distinguished within the possible corporate structure incorporated in Argentina:

(a) The directors of a corporation (Sociedad Anónima, hereinafter, the SA),  or a domestic SAS; and.

b) The legal representatives of a foreign company that is a shareholder of an SA or SAS.

3) The directors of a domestic SA or a domestic SAS

(i) Domestic SA

In the case of a domestic SA, Section 256 of the LGS requires that the absolute majority of the directors have an actual domicile in Argentina.

That is to say, there are no nationality requirements (they may be foreigners) but there are residence requirements: foreigners must have been granted residence in Argentina by the National Immigration Agency to hold the position of director in the case of a sole director, or of a plural board if it is required that the absolute majority of the directors have a real domicile in Argentina (for example, a five-member board with three foreigners, at least one of them must have residence)[1].

In addition, all directors, foreign or not, must establish a special domicile in Argentina, where the notices to be served on them in connection with the performance of their duties, including those related to the liability action, will be valid (LGS, Section 256). Likewise, all directors must establish an electronic tax domicile, as required by Law N° 11,683, and must pay taxes to the social security system as self-employed.

(ii) Domestic SAS

In the case of a domestic SAS, the situation is different: the LACE requires that only one of the members of the management body of the SAS must have a real domicile in Argentina.

Notwithstanding the above, non-resident foreign members must have a Tax Identification Code and appoint a representative in Argentina. In addition, they must establish a special domicile in Argentina, where all notifications made in such capacity will be valid (LACE, article 51). Finally, they must also have an electronic tax domicile and contribute as self-employed to the social security system.

4) Legal representatives of a foreign company

When one or more foreign companies are shareholders of a local SA or SAS[2], the rules for the directors of the SA apply in a suppletory way to the legal representatives of the foreign company: the same residency requirements already discussed in 3) (i) apply.

5) Nationality or residence of the shareholders

There are no nationality or residence requirements for shareholders of companies incorporated in Argentina: 100% of their capital stock may be owned by foreign individuals – resident or not – or by foreign corporations[3].

6) Conclusions

The directors and legal representatives of foreign companies in Argentina are subject to residency requirements as explained above.

Mario E. Castro Sammartino

[1] Non-resident directors may participate remotely in board meetings through technological platforms that allow simultaneous audio and video transmission, all under the requirements of the National Civil and Commercial Code, the provisions of the Inspectorate General of Justice – for companies registered in the Public Registry of the Autonomous City of Buenos Aires -, and those of the National Securities Commission for companies that make public offerings of their shares.

[2] Prior registration with the Public Registry as required by Sections 118 or 123 of the LGS, and local regulations of the Public Registries of the provinces and the Autonomous City of Buenos Aires. On this point see the following article in our Legal Blog: https://cspabogados.com.ar/en/registration-of-foreign-companies-in-argentina-2/

[3] Shareholders may also participate remotely in the companies´ meetings (see footnote 2).

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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