{"id":1360,"date":"2014-06-28T12:30:36","date_gmt":"2014-06-28T15:30:36","guid":{"rendered":"https:\/\/cspabogados.com.ar\/?p=1360"},"modified":"2026-08-19T12:50:55","modified_gmt":"2026-08-19T15:50:55","slug":"doing-business-argentina-legal-vehicle","status":"publish","type":"post","link":"https:\/\/cspabogados.com.ar\/en\/doing-business-argentina-legal-vehicle\/","title":{"rendered":"Doing Business in Argentina choosing legal vehicle"},"content":{"rendered":"

Doing Business in Argentina choosing legal vehicle<\/h1>

by Mario Eduardo Castro Sammartino<\/a><\/span> | 28 Jun 2014<\/span><\/p><\/div><\/div><\/div>

In the first issue of Doing business Argentina\u00a0Guide to set up and maintain a Company in Argentina, we set forth a number of steps to be followed for those wishing to incorporate a company for Doing Business in Argentina. The first one was: \u201ca. To register before the Public Registry of Commerce\u00a0(Registro P\u00fablico de Comercio or RPC)\u00a0the foreign companies that will be the shareholders of the future locally incorporated one;\u201d<\/em><\/p>\n

We will now add further explanations on this first step.<\/p>\n

Choosing the right legal vehicle<\/strong><\/p>\n

The so-called\u00a0Sociedades An\u00f3nimas<\/em>\u00a0(or SA), publicly or closely held, are by far the most chosen legal vehicle to do business in Argentina[1].<\/p>\n

Under Argentine Law, SA\u00b4s requires a minimum of two shareholders. There is no cap on the number of shareholders a SA may have.<\/p>\n

Shareholders to an SA can be either individuals or legal entities. Save for exceptional and limited cases, there are no nationality or residence requirements to become shareholders of a SA: foreign individuals (whether residents in Argentina or not) or foreign legal entities may hold the whole share capital.<\/p>\n

To channel foreign investments, two foreign companies as shareholders usually form domestic SAs. To have interest in SAs, foreign companies must be previously registered with the Public Registry of Commerce (Registro P\u00fablico de Comercio<\/em>or\u00a0RPC<\/a>), as we have pointed out in the first part of this guide. According to the jurisdiction the foreign legal entity is incorporated, the registration process may be more or less time consuming(but in any case a period of around six month is to be expected before it is completed). Until both foreign companies are registered before the RPC, they cannot grant the public deed forming the domestic SA.<\/p>\n

On the contrary, to become shareholders of a SA, foreign individuals need not fulfilled with any prior requirement but just to register with the tax authorities to get their fiscal identification key (Clave de Identificaci\u00f3n<\/em>\u00a0or CDI).<\/p>\n

In the next issues of this Guide, we will cover the principal features of SAs and the registration procedures to be followed by foreign companies before the PRC, prior to become shareholders of a brand new SA or an already existing one.<\/p>\n

Please, fill free to contact us if you need further information about any of the issues dealt with up to now.<\/p>\n

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[1] They are similar to corporations or companies limited by shares in common law countries. Another options of legal vehicles would be Branches and the so-called\u00a0Sociedad de Responsabilidad Limitada<\/em>\u00a0(or SRL). Following, we will outline some differences of these vehicles compared to SAs.<\/p>\n

Branches<\/em><\/p>\n

As Pros:<\/p>\n

\u2013\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 They do not need any minimum allocation of capital, with the exception of certain regulated industries (such as banking or insurance);<\/p>\n

\u2013\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 They just require a legal representative registered before the RPC (no board or any other officers are required).<\/p>\n

As Cons:<\/p>\n

\u2013\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 They cannot raise capital;<\/p>\n

\u2013\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The parent company is fully liable for the branch\u00b4s debts.<\/p>\n

SRLs<\/em><\/p>\n

As Pros:<\/p>\n

\u2013\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Easier to form and maintain.<\/p>\n

As Cons:<\/p>\n

\u2013\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Maximum of fifty partners;<\/p>\n

\u2013\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 SAs \u2013 or similar foreign legal entities \u2013 cannot be partners of SRLs;<\/p>\n

\u2013\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 SRLs have many provisions thought more for a family company;<\/p>\n

\u2013\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Unlike SAs, SRLs are not allowed to be listed on a stock exchange;<\/p>\n

\u2013\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 To assign rights over the shares is far easier than doing the same over\u00a0cuotas<\/em>\u00a0of a SRL. Further, any change of partners in a SRL involves also changing by laws.<\/p>\n

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Mario E. Castro Sammartino<\/p>\n

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For additional information on these or any other issues related to doing business in Argentina, please,\u00a0sign up<\/a>\u00a0for our Legal Blog or\u00a0contact us<\/a>\u00a0at any time.\u00a0Our publications exclusively express the\u00a0author\u00b4s opinion and do not purport to be legal counsel on any case. Should\u00a0you need it, you must consult with your trusted lawyer.\u200b<\/p>\n

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