[ESTABLISHING A BUSINESS ENTITY IN ARGENTINA]
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ESTABLISHING A BUSINESS ENTITY IN ARGENTINA Types of business entities The most common types of legal entities adopted in Argentina are the limited liability company (“Sociedad de Responsabilidad Limitada” or “SRL”), the corporation (“Sociedad Anónima” or “SA”) and the simplified corporation (“SAS”).
Below you will find a comparative analysis of the most relevant characteristics and the basic differences between SRL, SA and SAS.
CORPORATION
SIMPLIFIED CORPORATION
LIMITED LIABILITY COMPANY
Creation: A sociedad anónima (“ SA ”) must be formed through a public deed, and then be registered with the Public Registry of Commerce. The name of the company must include the words “Sociedad Anónima” or the abbreviated form “S.A.” Capital: The corporate capital is divided into shares. The SA may issue classes of shares having the right to more than one vote per share. Shares must be issued in registered form. The minimum registered capital to create a SA is AR$ 30,000,000 (approx. US$31,332). Subscribers must pay in at least 25 % of the subscribed capital amount at the time of the creation of the SA. If the SA has only one shareholder, the capital must be paid in a 100% at the time of incorporation. Shareholders: The SA may have one (1) or more shareholders. Shareholders may be individuals or companies, whether local or foreign.
Creation: A sociedad por acciones simplificada (“ SAS ”) may be formed through a public deed or through a private document. The name of the company must include the words "Simplified Company" or the abbreviated form "S.A.S.".
Creation:
A
sociedad
de
responsabilidad limitada (“ SRL ”) may be formed through a public deed or through a private document, and then it must be registered with the Public Registry of Commerce. The name of the company must include the words “Sociedad de Responsabilidad Limitada” or the abbreviated form “S.R.L.” Capital: The corporate capital is divided in quotas. All quotas must have the same face value and voting rights. Quotaholders may own more than one quota. Although there is no minimum registered capital to create an SRL, the Registry usually requires approx. 30% of the minimum capital of an SA, i.e. AR$ 9,000,000 (approx. US$9,399). Subscribers must pay in at least 25 % of the subscribed capital amount at the time of the creation of the SRL. Quotaholders: The SRL requires at least two quotaholders with a maximum of fifty. Quotaholders may be individuals or companies, whether local or foreign.
Capital: The corporate capital is divided into shares. The SAS may issue classes of shares having the right to more than one vote per share. Shares must be issued in registered form. The capital cannot be less than an amount equivalent to two (2) times the minimum wage (this currently amounts to approx. U$S 548). Subscribers must pay in at least 25 % of the subscribed capital amount at the time of the creation of the SAS if it is in cash, if it is in kind the 100 % must be paid at the time of incorporation.
Shareholders: The SAS may have one (1) or more shareholders. Shareholders may be individuals or companies, whether local or foreign.
ILN Corporate Group – Establishing a Business Entity Series
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