[ESTABLISHING A BUSINESS ENTITY IN ARGENTINA]
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and any transfer is registered in the Shareholders Registry.
any transfer is registered in the Shareholders Registry, along with the stock purchase agreement.
However, the transfer must be registered with the Public Registry of Commerce to be enforceable against third parties. liability : Quotaholders are granted limited liability for the liabilities in which the SRL may incur. Only in certain cases of bankruptcy or of fraud (in particular, in the fields of labor and tax law) the quotaholders may be held liable for the SRL’s obligations. Quotaholders’ Corporate Obligations: Only SRL with a corporate capital in excess of AR$ 2,000,000,000 must file its financial statements with the Public Registry of Commerce.
Shareholders’ liability : Shareholders are granted limited liability for the liabilities in which the SA may incur. Only in certain cases of bankruptcy or of fraud (in particular, in the fields of labor and tax law) the shareholders may be held liable for the SA’s obligations. Corporate Obligations: Annually, the SA must file its financial statements with the Public Registry of Commerce, as well as a service fee to the Public Registry of Commerce (which is not significant).
Shareholders’ liability : Shareholders are granted limited liability for the liabilities in which the SAS may incur. Only in certain cases of bankruptcy or of fraud (in particular, in the fields of labor and tax law) the shareholders may be held liable for the SAS’ obligations Corporate Obligations: Annually, the SAS must file its digital financial statements with the Public Registry of Commerce.
2. Other relevant corporate matters
security taxes in connection with their position as directors. ▪ Permits: Depending on the company’s purpose and industry in which the company’s activities are carried out, certain permits might be necessary to operate. 3. Outline of Argentine Tax Regulations (notwithstanding the application of Double Tax Treaties) Please find below a general description of the main taxes applicable to companies in Argentina. This should be analysed on each specific case as exceptions or special regimes may apply. NATIONAL TAXES: Corporate Income Tax (CIT): Resident companies are subject to CIT on a worldwide basis. The income tax law has a progressive tax
▪ Shareholders: Any foreign person (individuals or legal entities) can be a shareholder of a company organized in Argentina. In order to participate in local companies in Argentina, foreign companies must register before the local Public Registry of Commerce, which involves the filing of hard copies of organizational documents of the foreign company and the appointment of a representative in Argentina. Both individual and legal entities shall obtain a foreign Tax ID before local Tax Authorities. ▪ Directors: Depending on the type of entity, one or more of the board members must be Argentine residents. Non-Argentine board members will need to obtain a local Tax ID before local Tax Authorities and pay social
ILN Corporate Group – Establishing a Business Entity Series
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