Doing business in Argentina – procedures after registration of a company: Keeping the good standing

For Doing Business in Argentina, the Argentine Commercial Companies Law Nº 19,550 sets forth mostly imperative legal provisions, which by reasons of public order may not be modified by the partners of a company when they organize themselves executing the articles of incorporation or by-laws. Provided these public order regulations are complied with, the Public Registry of Commerce registers the company. If the Public Registry of Commerce objects to some content of the article of incorporations or by-laws, the registration is delayed until the partners amend such documents accordingly[1].

Once registration is granted, the company may proceed to file to get its relevant tax and social security numbers and mandatory books.

All traders, either individuals or commercial companies, are to keep two commercial books, with special content determined by law: the Daybook and the Stock Book and Balances (Code of Commerce, article 44). The Public Registry of Commerce must rubricate said books.

Commercial companies must also get some corporate books and have them rubricated by the Public Registry of Commerce. Being the case of corporations (Sociedades Anónimas or SAs), which are the most chosen vehicle for foreign investments, the company must keep the following corporate books: a stock ledger book[2], a book for minutes of the board´s meetings, a book for minutes of the shareholders’ meetings and a book for the record of the attendance to shareholders’ meeting.

From the tax point of view, the newly registered company must obtain a tax identification number (Clave Única de Identificación Tributaria or CUIT) from the Federal Administration of Public Revenues (Administración Federal de Ingresos Públicos or AFIP) and also a turnover tax identification from the local jurisdictions where the company intends to do business in (any of the provinces and / or the Autonomous City of Buenos Aires). In order to hire personnel, the company must also register as an employer with the AFIP and get a special book rubricated by the labor authorities.

Once incorporated and to keep their good standing, the companies must comply with several filings and obligations before the Public Registry of Commerce. SAs must submit a copy of the fiscal year´s financial statements approved by the shareholder´s meeting and pay the yearly official charge set by the agency. They must also file to have the members of the board duly registered every time they are appointed or their tenures renewed and to comply with any other sworn statement the Public Registry of Commerce may establish. Per the company´s request, the Public Registry of Commerce may issue a certificate attesting the good standing of the company (Certificado de vigencia y pleno cumplimiento. General Resolution Nº 12/2012).

[1] It is common for the companies to face objections related to their corporate purposes. According to article 11, sub – article 3, of the Commercial Companies Law Nº 19,550, the articles of incorporation is to describe the purpose of the company, which must be precise and defined. When the description of the purpose made by the partners in the articles of incorporations is vague or implies the definition of more than one purpose, the Public Registry of Commerce customarily objects to it.

[2] This book must contain mentions of the issued shares, their class, rights and obligations attached to each, their original owners and the dates of their successive transfers and new owners

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