SRL ("Sociedad de Responsabilidad Limitada"),
An SRL can have a corporation as its principal shareholder, and an SRL can be later converted into ans SA. Unless you intend to go public in Argentina, SRLs are frequently preferred by international companies.
Foreign corporations must get previously registered with the Argentine Corporations Registry (IGJ) in order to be allowed to be shareholders of an Argentine company. This process can take up to three or four months because IGJ does not offer an urgent registration service to register foreign companies, which is available to register local SAs or SRLs. Thus, in order for the SA or SRL to be operative as soon as possible, we recommend foreign clients to evaluate the possibility of appointing individuals as the SA/SRL initial shareholders/partners. Then, any of these individuals could transfer her/his shares or quotas to the foreign corporations once it becomes registered in Argentina.
The procedure described in our email below also applies to the SA format. Of the two or more shareholders, in case all were to be legal entities (corporations), they may all empower the same individual to represent them during their registration with the Register of Commerce as overseas shareholders (a step necessary prior to the formation of the SA). The fees related to the filing of the corporations as overseas shareholders stands at u$s 1.500.- per corporation. All fees referred to do not include translation fees (all documents need to be translated to Spanish by a translator chartered with the City of Buenos Aires Translator Board before filing with the RofC).
A minimum of two shareholders resident or non-resident is required. They can be either foreign companies or individuals.
The Argentine law – Decree 1331/2012 - requires a minimum of AR$ 100.000 which is approximately USD20.000 to establish a Corporation. The share capital must be fully subscribed upon incorporation. Only 25% needs to be paid on such shares and the balance within the subsequent 2 years. Shares must be nominative, non-endorsable and may or may not be represented by certificates. The corporation will have a Shares Registry Book or a commissioned third party may carry out such registry. Shares must be equal par value and have equal rights within the same class but it is possible to have different classes of shares..
The SA Corporation is managed by a Board of Directors which includes a President that will sign and seal in the Corporation’s name and Vice-Presidents that may be appointed optionally. Its members do not necessarily have to include shareholders or local residents but the majority need to reside in Argentina. The Board of Directors is appointed by the shareholders. Shareholder meetings: must be held annually to consider the financial statements, determine allocation of profits and appoint new authorities or discuss their fees. Shareholders resolutions must be recorded in the appropriate minutes books. The majority of its members must be Argentine residents. Meetings could be ordinary or extraordinary. Anything that does not involve regular matters of the business - discussed in ordinary meetings - is considered extraordinary.
Shareholders that have subscribed their shares are not liable beyond their capital contribution to the Corporation. Shareholders with partly paid up shares are required to pay any outstanding balance within 2 years since the date of incorporation.
Board of Directors liability: a standard of loyalty and diligence must be carried out. Non-compliance may result in unlimited joint and several liabilities for damages arising from such non-compliance. (iii) The Limited Liability Company – SRL or Sociedad de Responsabilidad Limitada This is the second most frequent legal structure used in Argentina to do business after the Corporation. Partners: a minimum of 2 and a maximum of 50 that may be either individuals or corporate entities. There are no nationality or residency restrictions. Liability is limited to the full payment of the subscribed amount. Capital: it is represented by partnership quotas. There is no minimum amount although the quota capital must be fully subscribed and 25% needs to be paid upon by the partners upon the creation of the SRL. Quotas issued for contributions in non-monetary assets must be fully paid up. Management: carried out by one or two managers that have no nationality restriction. Managers must reside in Argentina. Managers are appointed by partners and the position could be managed by a partner, an employee or a third party. Partners meetings: resolutions are taken as established by-laws.
Business Formation In order to start doing business in Argentina as a new corporation or as a limited liability company certain requirements need to be fulfilled in order to register within the Registry of Companies. The public office that regulates such is called Inspección General de Justicia - IGJ - and it is located in Buenos Aires. The following requirements are needed:
The legal framework sets provisions ensuring foreign investors have the same rights to work and conduct business that it offers to Argentine residents. Foreign investors incorporating in Argentina must register their Corporation with the Registro Publico de Comercio (Public Registry of Commerce).
Private Limited Company in Argentina, which are locally named "Sociedad de Responsabilidad Limitada", or just "S.R.L.", euivalent to the "Ltd" and "LLC" (Limited Liability Company).
The client does not need to travel to Argentina, either before or after the company becomes incorporated as we wiil represent you with a Power of Attorney.
The Sociedad de Responsabilidad Limitada is the equivalent of a private limited company and is the most common form of company incorporation in Argentina,
|INCORPORATION SERVICES - LLC||AUTHORITIES|
|Drafting of statutes||Local Attorney|
|Registration before the courts||Local Courts|
|Registration of the company with the Public Registry||Public Registry of Commerce|
|Rubric of the Company books before the courts||Local Courts|
|Rubric of the Company books with the public registry||Public Registry of Commerce|
The most typical corporate form used to run a small business or set up a foreign company’s branch in Argentina is a “Sociedad de Responsabilidad Limitada” (“SRL”). It can have up to fifty partners. It is easier, less expensive, and less bureaucratic to manage than a straight corporation (S.A.).
Partners do not need to reside in Argentina to run this company, or to have a local partner. We can incorporate the SRL with a Power of Attorney granted by the partners (at least two partners/shareholders are needed for an SRL company in Argentina).
Argentine companies can only have a limited corporate purpose (i.e. international trade, running a winery business, etc.), but not a broad one, like in other countries.
Information and documentation needed:
In a smooth registration process (without government actions or objections), it takes 6 weeks to have a company incorporated and registered. This is because the company must be published at the Official Gazette, and due to the local Corporations Registry’s workload.
a LLC requires at least 2 shareholders in Argentina (i.e. physical or legal entitites) & a Board of governors (directors) with a minimum of one member & one substitute member, with a majority of argentine nationality.
The incorporation procedure can be undergone by proxy (POA). I refer our fees and other costs to be incurred related to an LLC incorporation and setup for business:
A. Incorporation and setup for business:
a LLC requires at least 2 shareholders in Argentina (i.e. physical or legal entitites) and a Board of governors (directors) with a minimum of one member & one substitute member, with a majority of argentine nationality.
The incorporation procedure can be undergone by proxy (POA).
The documents which need to be in place to materialize the LLC are two legalized and apostilled copies of the shareholder`s Passports (in case of individuals), and one legalized and apostilled signed Tax Authority registration form per individual, to file with the Tax Authority (they will require a Tax number prior to incorporation) and a signed legalized and apostilled POA to procure their tax filing.
To incorporate an Argentine company the following is required for the Registro Publico de Comercio:
No minimum share capital is required to incorporate an Argentine company.
A minimum of two shareholders are required, with a maximum of 50. Shareholders may be of any nationality and residency.
Only one director is required and may be of any nationality.
We check that your Argentine company name is acceptable and is not already incorporated with the Argentine Companies Registry, certain company names are prohibited, such as names suggesting the patronage of any government or country.
Once incorporated we provide a set of corporate documents for your Argentine company which, includes the Certificate of Incorporation, Memorandum of Association the Articles of Association, first minutes and share certificates. Copies of the company incorporation documents are sent via email and the originals from the companies registry are sent to you in a corporate folder.
Your company must have a registered office in Argentina, this is where documents may be legally served - we can provide a registered office.
We can incorporate your Argentine company, according to your specifications, please complete our enquiry form below: