DOING BUSINESS IN ARGENTINA – GUIDE TO SET UP AND MAINTAIN A COMPANY – PART 5 – FILING FOR INCORPORATION OF A COMPANY

In previous parts of this report on Doing Business in Argentina, we have already explained that to operate in Argentina foreign businesses normally set up a local subsidiary (being the Sociedad Anónima, or SA, the legal vehicle most commonly chosen)[1], with two previously registered[2] foreign companies as its shareholders.

Assuming the foreign companies and future shareholders of a locally incorporated SA are already registered with the Public Registry of Commerce (Registro Público de Comercio or RPC), a company name must be reserved with the RPC[3]. Once reserved the company name, the foreign companies´ legal representatives in Argentina must appear before a national public notary[4] to grant the public deed containing the articles of incorporation and by-laws.

After the said deed of incorporation has been signed and authorized by the public notary, if money is agreed upon as consideration for the capital stock[5], at least 25% of the subscribed capital stock must be deposited in Argentine pesos with the National Bank of Argentina (Banco de la Nación Argentina)[6]. A notice about the formation of the company must be published in the legal Official Gazette (Boletín Oficial). The appointed managers[7] are to buy a caution insurance policy for an insured sum of Argentine pesos 10,000 to comply with the managers’ guarantee legal regime.

Once all the above-explained steps are completed, the filing for incorporation of the company may be made before the RPC, paying the official charges[8].

When finished the registration process, the company is ready to apply for the tax identification numbers and additional registries legally required to begin doing business, all of which will be covered in the future.

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.

Mario E. Castro Sammartino

[1] For a description of the SA´s main features, please, see our Legal Blog: https://cspabogados.com.ar/en/doing-business-in-argentina-sociedad-anonima/

[2] To review the relevant previous registration procedure, please see our Legal Blog: https://cspabogados.com.ar/en/doing-business-in-argentina-guide-2/

[3] The government agency checks the availability of the chosen denomination to avoid homonymous or easily confused names.

[4] Under Argentine law, certain contracts must be mandatorily granted before and authorized by a national public notary (Civil Code, Section 1,184). Upon authorization, the original documents are kept in an official register in the office of the notary.

[5] The minimum stock capital of an SA is currently AR$ 100,000 according to the Commercial Companies Law Nº 19,550 (Ley de Sociedades Comerciales or LSC), section 186.

[6] The balance must be paid up within two years (LSC, section 166, subsection 2). When the consideration for the stock is other than cash (such as real estate or capital goods), it must be paid out fully at the time of subscription (LSC, section 187).

[7] An SA is managed by a board of directors, comprised of one or more individuals elected by the shareholders. The majority of the members of the board must be Argentine residents (LSC, section 256). Certain SAs (e.g., according to section 299, subsection 2, of the LSC, those with a capital stock of more than Argentine pesos 10,000,000) fall under permanent government supervision and are required to have at least three directors (LSC, section 255)..

[8] An additional charge may be paid to request and urgent registration.

IF you like this post on Doing Business in Argentina, please, share:

Share it