[ESTABLISHING A BUSINESS ENTITY IN ARGENTINA]
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the SA has only one shareholder the capital must be paid in a 100% at the time of incorporation.
requirement is now AR$ 100,000). 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.
capital amount at the time of the creation of the SRL.
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 that the minority shareholder hold at least 2% of the corporate capital. Participation in other companies: An SA can only be part of another SA (corporation) or SRL. A single- shareholder SA cannot be a shareholder of other single- shareholder companies. The administration of the SA is performed by a Board of Directors, with at least one member. Directors must be individuals and not legal persons. The directors do not need to be shareholders. Directors must procure a tax ID in Argentina. The majority of the directors must have their domicile in Argentina (please note that the requirement is residence and not nationality). Directors may hold office for a maximum period of three consecutive terms. However, their appointment is renewable without limitations. The board must meet at least once every three months. Board of Directors: The representation of the SA is carried out by the Chairman of the
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 the minority shareholder hold at least 2 % of the corporate capital. Participation in other companies: SRL are not subject to limitations regarding participation in other companies. Managers: The administration of the SRL is performed by one or more managers. The managers may act individually or as a corporate body similar to a board of directors. Managers must be individuals and not legal persons. The managers do not need to be quotaholders. Managers must procure a tax ID in Argentina. The majority of the managers must have their domicile in Argentina (please note that the requirement is residence and not nationality). Managers may hold office without term limitations. Directors have to obtain assurance while they are members of the Board. For alternate directors it is optional, until they occupy a position in the board.
Participation in other companies: A single-shareholder SAS cannot be a shareholder of other single- shareholder companies.
Board: The board may have one or more members, of whom at least one should be an Argentine resident. Directors must be individuals and not legal persons. Board members who are not Argentine residents should obtain a foreigner tax ID (CDI) and appoint a representative in Argentina, the special power of attorney for the appointment of the representative in Argentina has to be presented before the Public Registry of Commerce. One of the board members must act as legal representative of the SAS. Directors may hold office for a determinate or indeterminate period. Directors have to obtain assurance while they are members of the Board. For alternate directors it is optional, until they occupy a position in the board.
ILN Corporate Group – Establishing a Business Entity Series
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