An Sociedad de Responsabilidad Limitada (SRL) is the equivalent of a private limited company. The company can have a corporation as its principal shareholder, and an SRL can be later converted into a SA. Unless you intend to go public in Argentina, SRLs are frequently preferred by international companies.
Once we have received all the necessary due diligence information we prepare the Memorandum and Articles of Association for your Argentine SRL. These documents along with the other incorporation documents are filed with the Inspección General de Justicia - IGJ, the Argentine Companies Registry for approval along with all necessary fees. The Registrar will approve the documentation and issue a Certificate of Incorporation which certifies the SRL is fully registered and incorporated in Argentina.
Our Argentina formation package includes:
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. The Board of Directors is appointed by the shareholders. The majority of its members must be Argentine residents.
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. Meetings could be ordinary or extraordinary. Anything that does not involve regular matters of the business - discussed in ordinary meetings - is considered extraordinary
It takes 2- 3 months to incorporate an SRL in Argentina. This is because the company must be published at the Official Gazette, Boletín Oficial de la República. The notice must include name, age, nationality, occupation, address, date of the articles of incorporation, company name, purpose, term, capital, managing and members and terms if applicable
To incorporate an Argentine company the following is required for the Registro Publico de Comercio:
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.
Private Limited Company in Argentina, which are locally named "Sociedad de Responsabilidad Limitada", or just "S.R.L.", equivalent to the "Ltd" and "LLC" (Limited Liability Company).
Only one director is required and may be of any nationality. Directors do not need to reside in Argentina, as we can incorporate the SRL with a Power of Attorney. If you require a resident director we can provide this service.
A minimum of two shareholders of any nationality and residency is required. They can be either foreign companies or individuals.
The Argentine law – Decree 1331/2012 - requires a minimum of AR$ 100.000 is required for an SA incorporation. 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. There is no minimum share capital requirement for an SRL incorporation.
Your company must have a registered office in Argentina. This is where documents may be legally served - we can provide a registered office.
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.