Foreign companies in Argentina: registration to do business

by 15 Nov 2017Companies, Corporate, Doing business in Argentina

Foreign companies in Argentina enjoy a free and business-friendly environment[1], being the establishment of a subsidiary or a branch the legal vehicles most used.

To establish a subsidiary, either by incorporating a brand new company[2] – with one or more partners – or by acquiring an equity interest in an already existing company, foreign companies must first register themselves with the Public Registry, filing certain documents.

Within the jurisdiction of the Autonomous City of Buenos Aires, the documents required by the Public Registry[3] to a foreign company applying for registration basically tend to:

  1. Show evidence of the current existence, and the lack of any ongoing liquidation procedure, or any restrictions on the foreign company’ s assets or activities, at its jurisdiction of incorporation;
  2. The appointment of a legal representative, with powers sufficient enough to complete the registration procedure, and to exercise the rights and comply with the obligations of the foreign company derived from its capacity of partner of a company incorporated in Argentina;
  3. To set an address binding for service of process;
  4. The existence of an economically significant business activity and management outside Argentina;
  5. The list of the foreign company´s partners.

In case the foreign company applying for registration is just an investment vehicle of another foreign company, the company that, either directly or indirectly, controls such investment vehicle must comply with the explained requirements.

Foreign companies incorporated in non-cooperating jurisdictions for tax transparency and the fight against money laundering and financing of terrorism will be more strictly scrutinized and restrictively evaluated.

The setting-up process of a foreign company’ s subsidiary in Argentina has significantly been expedited with the recent creation of a new legal vehicle: the simplified corporations. This new fast-to-incorporate, highly customizable and cost-effective legal vehicle will surely foster foreign investments in Argentina[4].

All documents coming from abroad must be submitted with those formalities required by the law of their country of origin, their content and signatures certified by a public notary where appropriate, and legalized by the Hague Apostille or Consular intervention, as the case may be. Before filing, all documents are to be translated into Spanish by an Argentinean certified public translator.

Irrespective of the differences between subsidiaries and branches, branches have similar registration requirements[5].

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.

[1] See our post about Foreign Investments in Argentina on our Legal Blog: https://cspabogados.com.ar/en/foreign-investments-in-argentina/.

[2] On the different legal vehicles to do business in Argentina, please, read our post on https://cspabogados.com.ar/en/legal-vehicles-to-do-business-in-argentina-2/.

[3] Our firm upon request may provide a complete list of the required documents and statements.

[4] Specifically about the simplified corporation, and all its advantages for foreign businesses (e.g. the possibility of being set up with a single shareholder, a low minimum share capital, highly customizable by-laws, only a manager has to reside in Argentina, crowdfunding, etc.), please, read our post https://cspabogados.com.ar/en/best-legal-vehicle-to-do-business-in-argentina/.

[5] To know the differences between subsidiaries and branches under Argentine law, see the following article on our Legal Blog: https://cspabogados.com.ar/en/legal-vehicles-to-do-business-in-argentina-2/.

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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