Doing Business in Argentina Foreign Companies Previous Registration

In the second issue of our Doing Business in Argentina, Guide to Set Up and Maintain a Company, we explained the reasons why the so-called Sociedad Anónima (or SA) is the most chosen legal vehicle to do business in Argentina (please see our Legal Blog: https://cspabogados.com.ar/en/doing-business-argentina-legal-vehicle/). In the third issue of the above-mentioned publication (please see our Legal Blog: https://cspabogados.com.ar/en/doing-business-in-argentina-sociedad-anonima/), we covered the basics of a SA.

In this fourth issue, we will go through the previous registration procedures all foreign companies must follow to incorporate in Argentina a brand new SA or become partners of an already existing one. In both cases, they must first be registered as foreign companies before the Public Registry of Commerce (Registro Público de Comercio or RPC[1]), as we will explain next.

As I have already covered this topic in the chapter about Argentina in the book Legal Aspects on Doing Business in Latin America 2nd. Edition (Juris Publishing, Inc. Release 3 2014. http://www.jurispub.com/cart.php?m=product_detail&p=6822), I will allow myself to quote the relevant paragraphs (Arg. 5 and 6):

“Registration Procedure

To obtain an equity interest in locally incorporated companies or establish a branch, a foreign company must, in accordance with the LSC, be previously registered with the RPC.For that purpose, the foreign company must file:

  • A copy of the articles of incorporation, charter, or by laws and all amendments to them;
  • A certificate of incorporation in the country of origin or any other similar document attesting that the company validly exists according to the law of the country where it was formed (‘certificate of good standing’); and
  • Appropriate corporate resolutions appointing a legal representative in Argentina, granting the corresponding power of attorney and indicating a local address for legal purposes. 
All documents must be certified by a public notary and legalized by the Argentine Consulate with jurisdiction in the company’s place of incorporation or bear the Hague Apostille.

Within the jurisdiction of Buenos Aires, the IGJ has enacted more stringent regulations providing for further control and information. According to Resolution Number 7/2005 of the IGJ, foreign companies also must:

  • Submit a report on whether the company is subject to prohibitions or legal restrictions to develop the activities related to its corporate purpose in its place of origin;
  • Prove that the foreign company either has one or more agencies, branches, or permanent representations outside Argentina, or prove the ownership of interest in companies which qualify as non-current assets outside Argentina, or prove the ownership of fixed assets outside Argentina; and
  • File documents by means of which shareholders are identified.

Resolution Number 7/2005 also requires annual filing by foreign companies aimed at showing proof that they keep assets outside Argentina and informing their shareholders. Under the provisions of Resolution Number 7/2005 of the IGJ, when a company applying for registration is to be incorporated for the sole purpose of being a vehicle for investing in other companies, and consequently cannot comply with the requirements of submitting a report on whether the company is subject to prohibitions or legal restrictions or proving a legal presence or ownership outside Argentina, its controlling company must instead file these documents with the IGJ, together with:

  • A statement from the board of directors or the shareholders’ meeting of both companies, declaring that the investing company is only a vehicle for investing in other companies; and
  • A statement of a representative of the foreign company, declaring the structure of the group of companies and providing information on the partners of the controlling company”.

Please, fill free to contact us if you need further information about any of the issues dealt with until know or any other you may require about Doing Business in Argentina

[1] The RPC keeps records of and exercise government surveillance over commercial companies and other legal entities incorporated in Argentina (corporations, general, limited and limited-liability partnerships, branches of foreign companies, savings and loan companies, certain joint ventures agreements, non-profit organizations and foundations). Within the Autonomous City of Buenos Aires, the RPC is run by a specific federal agency called the General Inspection of Justice (Inspección General de Justicia or IGJ). Those SAs going public and listing their shares on a Securities Market or Stock Exchange are subject to additional controls and regulations issued by the National Securities Commission (Comisión Nacional de Valores or CNV).

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