[ESTABLISHING A BUSINESS ENTITY IN ARGENTINA]
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ESTABLISHING A BUSINESS ENTITY IN ARGENTINA 1. 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: An 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 in 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 an SA is AR$ 30,000,000 (approx. US$23,077). Subscribers must pay at least 25 % of the subscribed capital amount at the time of the creation of the SA. If the SA has only one shareholder, the capital must be paid 100% at the time of incorporation.at the time of incorporation. Shareholders: The SA may have one (1) or more shareholders. Shareholders may be individuals or companies, whether local or foreign. Should the company have two or more shareholders, the Public Registry of Commerce requires
Creation: A SAS may be formed through a public deed or through a private document. The name of the company must include the words "Sociedad por Acciones Simplificada" or the abbreviated form "S.A.S.".
Creation: An SRL may be formed through a public deed or through a private document, and then it must be registered with the Public Registry of Commerce. The name of the company must include the words “Sociedad de Responsabilidad Limitada” or the abbreviated form “S.R.L.” Capital: The corporate capital is divided in quotas. All quotas must have the same face value and voting rights. Quotaholders may own more than one quota. There is no minimum registered capital required to form an SRL, and the Registry has discretion to determine whether the proposed capital is adequate on a case-by-case basis. Subscribers must pay at least 25 % of the subscribed capital amount at the time of the creation of the SRL. Quotaholders: The SRL requires at least two quotaholders with a maximum of fifty. Quotaholders may be individuals or companies, whether local or foreign. Should the company have two or more quotaholders, the Public Registry of Commerce requires that
Capital: The corporate capital is divided in shares. The SAS may issue classes of shares having the right to more than one vote per share. Shares must be issued in registered form. The capital cannot be less than an amount equivalent to two (2) times the minimum wage (this currently amounts to approx. U$S 489). Subscribers must pay 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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