[ESTABLISHING A BUSINESS ENTITY IN ARGENTINA]
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"good businessman". There are some exceptions to the rules described above.
responsibility of directors of an SA are applicable when management is organized as a board.
events. Provisions relating to the responsibility of directors of an SA are applicable when management is organized as a board. Quotaholders’ Meeting: Annually, the Quotaholders’ Meeting considers the financial statements, and if profit has been obtained it can approve the distribution of a dividend to the quotaholders Corporate Records: An SRL may have only one corporate book for Quotaholders’ and Managers’ Meetings Minutes plus accounting records.
Shareholders’ Meeting: Annually, the Shareholders’ Meeting considers the financial statements, and if profit has been obtained it can approve the distribution of a dividend to the shareholders. Corporate Records: An SA must have at least four corporate books, as follows: Shareholders’ Meetings Minutes, Board Meetings Minutes, Shareholders Registry and Attendance to Shareholders’ Meeting Registry plus accounting records. Committee: Syndics act as internal auditors of an SA, verifying that it complies with applicable law. All syndics must be lawyers or accountants. The appointment of one or more syndics is optional, unless the SA (i) has a corporate capital in excess of AR$ 2,000,000,000 (approx. USD 1,538,462), (ii) has only one shareholder, (iii) is a public Syndic/Syndic’s company, (iv) is owned by the government (51 % or more of shares), (v) is engaged in financial or savings activities, (vi) is a public utilities company, or (viii) controls or is controlled by a company included in items (i) through (vi) above. Transfer of Shares: Shares may be transferred without limitations, and any transfer is registered in the Shareholders Registry.
Shareholders’ Meeting: Annually, the Shareholders’ Meeting considers the financial statements, and if profit has been obtained it can approve the distribution of a dividend to the shareholders. Resolutions may be adopted through written consents. Digital Records: The SAS must keep the following electronic records: Minutes Book, Shareholder’s Registry and accounting records. Syndic/Syndic’s Committee: The appointment of one or more syndics is optional, unless the SAS (i) has a corporate capital in excess of AR$ 2,000,000,000 (approx. USD 1,538,462), (ii) has only one shareholder, (iii) is a public company, (iv) is owned by the government (51 % or more of shares), (v) is engaged in financial or savings activities, (vi) is a public utilities company, or (viii) controls or is controlled by a company included in items (i) through (vi) above.
Syndic/Syndic’s Committee: Only an SRL with a corporate capital in excess of AR$ 2,000,000,000 (approx. USD 1,538,462) must appoint a syndic.
Transfer of Shares: Shares may be transferred without limitations, and any transfer is registered in the Shareholders Registry, along with the stock purchase agreement.
Transfer of Quotas: Quotas may be transferred without limitations. However, the transfer must be registered with the Public Registry of Commerce to be enforceable against third parties.
ILN Corporate Group – Establishing a Business Entity Series
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