24-08-2020
Company registration in Argentina
Argentina has a strong economy for investment, thanks to its deep well of natural resources, wide-ranging middle class with high purchasing power, educated population, and a government that is pro-market reforms. If you’re seeking to diversify your portfolio with international companies, take a look at what Argentina has to offer, and pay special attention to its national infrastructure, which is in need of attention and could potentially open up a highly necessary market for the country’s economy.
There aren’t any rules or regulations in Argentina that prohibit non-nationals from registering an investment abroad in the country. In fact, Argentina has a relatively relaxed approach to foreign shareholders. Foreign investors are able to invest in all sectors of the economy just as citizens can. You can even purchase a large share of a local company without difficulty.
How to register a company in Argentina?
Branch offices
A branch or representative office, which is created when a foreign company establishes a branch in Argentina, does not imply the creation of a new legal entity. Even though a branch must be registered with the Registry of Companies, the laws governing its existence and validity are primarily the laws of the company’s home country.
A branch may undertake all activities pursued by a company’s headquarters (HQ) on behalf of the HQ through the person appointed as the company’s representative. The assets of the entire foreign company, that is, the total value of the HQ’s capital, not only the capital the HQ assigns to its Argentine branch, is subject to liability. The branch’s accounts must be kept separately from the HQ’s operations and its financial statements filed periodically with the Registry of Companies.
The branch must be managed by a legal representative vested with broad administrative and judicial authority—which may be limited in certain circumstances—to ensure that all of the branch’s affairs and company transactions are conducted efficiently.
Branch offices are subject to Registry of Companies’ supervision and must comply with the same requirements as corporations.
Corporations ('Sociedad Anónima')
This is the most formal company in the country, requiring at least 2 shareholders to be registered which cannot be on a relation of 99% - 1%, and with no limitation on maximum shareholders. Also they have the following details:
- With this legal entity, you can raise capital through issuing public shares.
- Minimum capital is $100.000 ARS.
- The administration of the company is registered by one or more natural people, with no restriction on nationality, however most of them must have a permanent domicile in Argentina.
Limited Liability Company ('Sociedad de Responsabilidad Limitada')
It requires at least 2 shareholders, with a maximum of 50. It doesn't have a minimum capital, however the capital must correspond to its business area. Also they have the following details:
- Company is not allowed to issue public shares.
- Changes to its company structure are relatively easier to make than Corporations.
- The administration of the company is formed by one or more managers, all having the legal representation of the company.
- Limited Liability Companies protect personal assets from company liability.
For all type of companies, at least 25% of capital must be deposited in National Bank of Argentina, in order to register the company.
Steps to register a company in Argentina
A company is its own legal entity and lets you conduct business throughout Argentina. You can also make use of other privileges, such as corporate tax rates or limited liability. Below are the steps to register a company inside argentine legislation:
- Get an Unique Tax Identification Code (CUIT) for every shareholder and administrators in the Federal Administration of Public Income (AFIP).
- Draft the company bylaws according to the argentine law.
- Deposit the 25% of the capital into the National Bank of Argentina.
- Sign the company bylaws at a public notary.
- Get an appointment and assist to the General Inspection of Justice (IGJ) to register the company.
- Get the Unique Tax Identification Code (CUIT) for the company in the Federal Administration of Public Income (AFIP).
Legal representative requirements for company registration in Argentina.
Any individual, local or foreigner, can be appointed as the legal representative of a company in Argentina, provided they: are over 18 years old, have a Unique Tax Identification Code (CUIT), and have a domicile in the country.
A company or legal entity is not allowed to act as a Legal Representative in Argentina.
For representing shareholders outside of Argentina, an administrative special power is highly recommended to proceed with either the registration process of a company or getting the shareholders tax id (CUIT).
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