In Argentina, establishing a business entity demands careful consideration of legal structures and compliance requirements. From the formation of corporations to shareholder obligations, each aspect requires meticulous attention to detail to ensure adherence to local regulations. Here’s a comprehensive guide to understanding corporate compliance in Argentina:
Form of Entity
Corporation (Sociedad Anónima or SA)
- Separate legal entity requiring a minimum of 2 shareholders.
- Managed by a board of directors elected by stockholders.
- Statutory auditor optional, but mandatory if capital stock exceeds ARS50 million.
Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)
- Separate legal entity exclusively for 1 shareholder.
- Managed by a board of directors.
- Statutory auditor mandatory.
Simplified Corporation (Sociedad por Acciones Simplificada or SAS)
- Separate legal entity with 1 or more shareholders.
- Digital incorporation and management.
- Statutory auditor optional.
Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)
- Separate legal entity with 2 to 50 members.
- Managed by a single manager or board of managers.
- Statutory auditor optional, but mandatory if capital stock exceeds ARS50 million.
Entity Set Up
- Corporation (SA/SRL): Minimum 2 shareholders, annual fee to Public Registry.
- Single-Shareholder Corporation (SAU): Sole shareholder, annual fee to Public Registry.
- Simplified Corporation (SAS): 1 or more shareholders, electronic corporate books.
- Limited Liability Company (SRL): 2 to 50 members, annual financial statements filing.
Minimum Capital Requirement
- Corporation (SA/SRL): ARS100,000.
- Single-Shareholder Corporation (SAU): ARS100,000.
- Simplified Corporation (SAS): Twice the national minimum wage.
- Limited Liability Company (SRL): No minimum requirement.
Legal Liability
- Directors: Obliged to act in best interests of the company, liable for non-compliance.
- Statutory Auditor: Mandatory for certain thresholds.
Tax Presence
- Corporation (SA/SRL): Resident for tax purposes, worldwide income taxed.
Incorporation Process
- File Bylaws: Registration with Public Registry, compliance with observations.
Business Recognition
- Corporation (SA/SRL): Established and widely used.
Shareholder Meeting Requirements
- Annual Meeting: Approval of financial statements.
Board of Director Meeting Requirements
- Corporation (SA/SRL): Quarterly meetings.
Annual Company Tax Returns
- All Corporations: Mandatory filing.
Business Registration Filing Requirements
- Regular Filings: Annual financial statements, changes in management or bylaws.
Business Expansion
- Corporation (SA/SRL): No need for change.
Exit Strategy
- Dissolution: Filing with Public Registry.
Annual Corporate Maintenance Requirements
- Corporations/SAUs: Annual fee to Public Registry.
Nationality or Residency Requirements for Shareholders, Directors, and Officers
- Corporation (SA/SRL): Majority of board members must be Argentinean residents.
Quorum Requirements for Shareholder and Board Meetings
- Corporation (SA/SRL): Specific quorum rules apply.
Restrictions on Transferability of Shares
- Varies by Entity Type: No restrictions unless stated in bylaws.
Obtaining a Name and Naming Requirements
- Corporate Name: Must reflect entity type, subject to availability.
Approval Requirements for Amending Charter Document
- Shareholder Approval: Amendments must be approved and filed.
Navigating corporate compliance in Argentina requires attention to detail and adherence to legal requirements at every stage of business operations. From entity formation to shareholder meetings, staying compliant ensures smooth business operations and minimizes legal risk
Leave a Reply