New rules for simplified corporations in Argentina

by 24 Apr 2024Companies, Corporate, Doing business in Argentina

New rules for simplified corporations in Argentina (hereinafter, also SAS) have been issued, seeking the revival of a corporate type that had been reduced to a dead letter.

SAS, created by Law No. 17,349 of 2017, are the most flexible corporate type to suit the needs of each company, both domestic and foreign that wants to operate in Argentina. As well as a very favorable corporate type for the special particularities and treatment that family businesses must have and very compatible with family protocols and other instruments for these types of family-owned companies.

The management of the General Inspectorate of Justice (Inspección General de Justicia. Hereinafter, the IGJ) from 2019 to 2023, influenced by the previous government’s imprint of dogmatic disfavor towards companies, especially from abroad, considered simplified corporations a type prone to fraud and prejudice to minority partners and third parties. Nothing could be further from reality. Nor anything that could not be done through any other of the corporate types regulated by the General Corporations Law No. 19,550.

Fortunately, the new management of the IGJ since December 2023, in line with the firm decision of the national government to deregulate the economy and facilitate business and entrepreneurial development, reinserting Argentina in the world, repealed and modified the numerous rules that had been issued to restrict their use. Such was the animosity towards this type of company that, during the four years of the previous administration, only thirty-three SAS were registered before the IGJ.

By the General Resolutions of the IGJ No. 11 and 12 of 2024, published in the Official Gazette[1] and effective the day after their publication, all the general resolutions issued by the previous administration that hindered the incorporation and operation of SAS to such an extent as to discourage interested parties were repealed or modified.

Given the inoperability in which the previous administration left the servers of the former Ministry of Modernization for its digital incorporation, the new rules for simplified corporations in Argentina issued by the IGJ allow, temporarily and until the computer systems are rehabilitated, alternative procedures for the incorporation of SAS.

Currently, those interested in this modern and flexible type of company may incorporate a simplified corporation in seventy-two hours, with CUIT and digital books, by two procedures: through a notary public or through the TAD (Trámites a Distancia) platform with digital signature of all the partners.

The incorporation may be carried out using the new model bylaws created by the IGJ, or with one custom-designed by the partners. The new model bylaws eliminated the tortuous regulations introduced by the previous administration in its model and, among other things, now allow the incorporation of SAS with multiple objects.

It is expected that as of May it will also be possible to incorporate simplified corporations by appearing before the IGJ offices to certify signatures.

Some other central aspects of the new rules for simplified corporations in Argentina that deserve to be highlighted are:

a) the possibility of incorporating with a minimum capital stock equivalent to two minimum vital and mobile salaries, without evaluating its hypothetical sufficiency in relation to the corporate purpose;

b) to allow the costs of incorporation and registration of the company to be counted as part of the contribution of the stock capital;

c) no need for the managers of the SAS to take out an insurance policy;

d) exclusion of simplified corporations from the permanent surveillance regime, even when they reach the capital stock established by the General Corporations Law No. 19,550; and

e) no obligation to file balance sheets with the IGJ.

The new rules for simplified corporations in Argentina are therefore extremely positive to facilitate economic activities, with speed and flexibility, contributing from their place to the deregulation of the burdened and intricate Argentine economy of the previous years.

[1]   http://servicios.infoleg.gob.ar/infolegInternet/anexos/395000-399999/398007/norma.htm     http://servicios.infoleg.gob.ar/infolegInternet/anexos/395000-399999/398008/norma.htm

Mario E. Castro Sammartino

 

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