[ESTABLISHING A BUSINESS ENTITY IN ARGENTINA]
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USD136,798.9), (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 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’ liability : Shareholders are granted limited liability for the liabilities 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).
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, along with the stock purchase agreement. 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.
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. Quotaholders’ 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. Corporate Obligations: Only SRL with a corporate capital in excess of AR$ 50,000,000 must file its financial statements with the Public Registry of Commerce.
2. Other relevant corporate matters
requirements and limitations relating to this registration. 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
▪ 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. The Public Registry of Commerce of the City of Buenos Aires has extensive
ILN Corporate Group – Establishing a Business Entity Series
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