[ESTABLISHING A BUSINESS ENTITY IN ARGENTINA]
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Board of Directors. 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. Directors Liability: Directors are jointly and severally liable vis-à-vis the company, shareholders and third parties for the poor performance of their duties, as well as for non-compliance with the law, bylaws or regulations and for any damages caused by fraud, abuse of their faculties or serious fault. They must fulfill their obligations in a loyal way and as a "good businessman". There are some exceptions to the rules described above. 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. Syndic/Syndic’s 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$ 50,000,000 (approx.
Directors Liability: The directors are individually or jointly liable, depending on the organization of the management and the regulation of its operation established in the contract. If a plurality of directors participated in the same events generating responsibility, the court may determine their liability pursuant to their personal involvement in the events. Provisions relating to the responsibility of directors of an SA are applicable when management is organized as a board. 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.
Managers Liability: The managers are individually or jointly liable, depending on the organization of the management and the regulation of its operation established in the contract. If a plurality of managers participated in the same events generating responsibility, the court may determine their liability pursuant to their personal involvement in the 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.
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$ 50,000,000 (approx. USD 136,798.9), (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
Syndic/Syndic’s Committee : Only an SRL with a corporate capital in excess of AR$ 50,000,000 (approx. USD 136,798.9) must appoint a syndic.
ILN Corporate Group – Establishing a Business Entity Series
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