Doing Business in Argentina 2020

Main Argentine Investment Vehicles for Doing Business in Argentina in 2020

Law No. 26,994 amended and unified the Argentine Civil and Commercial Codes, and also amended Argentine Companies Law No. 19,550 (Ley de Sociedades Comerciales), among other laws. The amended Argentine Companies Law applies to all types of companies, and so it has been renamed the General Companies Law (LGS).

Principal Types of Business Entities

Foreign companies may conduct business in Argentina on a permanent basis, or they can appoint a local commercial representative, set up a branch, incorporate a local corporate entity (subsidiary), or acquire shares in an existing Argentine company.
The main investment vehicles used by non-resident individuals and foreign companies are branch, corporation (Sociedad Anónima) and limited liability company (Sociedad de Responsabilidad Limitada).
The LGS recognizes single-shareholder corporations (Sociedades Anónimas Unipersonales, or SAU) as a corporate entity that can be adopted.
In addition, the LGS has introduced a new type of legal entity called the simplified corporation (Sociedad por Acciones Simplificada, or SAS).
The basic characteristics of the branch, corporation, single-shareholder corporation, simplified corporation and limited liability company, as per Argentine law and the regulations of the Inspección General de Justicia
(IGJ) of the City of Buenos Aires, are provided below.

Branch of a Foreign Entity

Any company duly organized and existing in accordance with the laws of its country of origin can set up a branch in Argentina. However, the registration of foreign offshore companies in the City of Buenos Aires has
been restricted by the IGJ. In principle, it is not necessary to allocate capital to the Argentine branch.
The branch must keep separate accounting records in Argentina and file annual financial statements with the IGJ. The branch must comply as well with a number of obligations related to the external supervision of the IGJ.

1. Corporation (Sociedad Anónima, or SA)

Capital and Shareholders – At least two shareholders, which can be corporate entities or individuals, are
required to set up an SA. The minimum capital is ARS 100,000, – approximately USD 6,600 at the exchange
rate at the time of writing this report. While the share capital must be fully subscribed at the time of
incorporation, only 25% need be paid up on such shares, with the balance to be paid within two years
thereafter. Contributions in kind of real estate, equipment or other non-monetary assets must be made in full
at the time of subscription.

Capital is divided into shares that must be in registered form and denominated in Argentine currency. Except for specific cases provided by the law, there are no nationality or residency requirements. Foreign
individuals, whether residents in Argentina or not, and foreign companies may hold up to 100% of the capital.
Shares must be of equal par value and have equal rights within the same class. However, different classes of shares may be created. Transfers of shares are generally unrestricted, but restrictions may be included in the by-laws provided that they do not effectively prevent the transfer of shares.

Management and Representation – A board of directors elected at a shareholder meeting manages the SA.

The directors, even the president of the company, may be foreigners. Even so, the majority of the board members must be Argentine residents.

Shareholder Meetings – A shareholder meeting must be held at least once a year to consider the annual financial statement, the allocation of the results of the fiscal year, and the appointment of directors and statutory supervisors.

Shareholder resolutions must be recorded in an appropriate minute book.
SAs must keep a share registry book as well as books on attendance at shareholder meeting and the minutes of boardroom and shareholder meetings. Accounting books must be kept, and, if applicable, a supervisory committee minutes book.

Supervision – Argentine companies are subject to the external supervision of the IGJ and the internal supervision of controllers or supervisors (síndicos / comisión fiscalizadora) appointed by the shareholders, if required by law.

Shareholder Liability – Shareholders who have fully paid up their subscribed shares are in general not liable for the company’s obligations beyond their capital contributions. Shareholders with are partly paid up in their shares are required to pay any outstanding balance within a maximum of two years from the date of subscription.
Any shareholder with a conflict of interests with those of the company has a duty to abstain from voting on any matter relating to that conflict. The shareholder who fails to comply with this provision will be responsible
for any damages resulting from a final resolution of the matter in conflict if their vote contributed to the majority vote necessary to adopt the resolution. Shareholders who vote in favor of a resolution that is subsequently declared null must be jointly and severally liable for any consequences.

The Liability of Directors and Managers – All directors and managers of an SA are subject to a standard of loyalty and diligence. Noncompliance with these standards results in unlimited joint and several liabilities for
any damages that may arise.

2. Single-Shareholder Corporations (Sociedades Anónimas Unipersonales, or SAU)

Incorporation Requirements – As SAU are a type of SA, they have the same incorporation requirements of an SA, with these additional requirements:

(i) SAUs can only be incorporated as corporations (sociedades anónimas).
(ii) SAUs cannot incorporate another SAU.
(iii) SAUs share capital must be fully subscribed and paid up upon incorporation.
(iv) SAUs corporate name may include the name of one or more individuals, and must include the expression “sociedad anónima unipersonal,” or its acronym “S.A.U.”
Capital – If the capital is increased, the capital contribution must be fully subscribed and paid up simultaneously once approved by the shareholders.
Supervision – The Argentine Civil and Commercial Code establishes that SAUs are subject to permanent government supervision, as provided in Section 299 of the LGS. In this regard, SAUs must:
(i) appoint a board of directors composed of at least three members;
(ii) appoint a statutory supervisory committee of at least three members and always having an odd number of members; and
(iii) comply with the filings required from companies subject to permanent government supervision by the Public Registry of Commerce (PRC) of the jurisdiction where the SAU has its domicile registered.
This includes information on the holding of ordinary and extraordinary shareholder meetings, and financial statements.
As SAUs are subject to permanent government supervision, this makes them a costly type of corporate entity, so they are not convenient for small-scale businesses. However, SAUs may be a convenient alternative for foreign investors to set up a subsidiary in Argentina, given that only one shareholder is required (previously, the Argentine Companies Law required investors to register two foreign companies with the PRC to set up a subsidiary in Argentina because a minimum of two shareholders was required).

3. Simplified Corporations (Sociedades por Acciones Simplificadas, or SAS)

Incorporation – Within 24 business hours from next day of the filing, as long as the filings are made electronically with a standard form. The incorporation or any amendments may be made by public deed, a duly legalized private instrument, or electronically with a digital signature. This procedure includes digital notices for IGJ observations.
SAS can obtain a tax ID within 24 hours of being filed to the AFIP, and with no need for providing evidence of domicile at the beginning of the filing.
Board of Directors – The simplified corporation must have at least one effective and alternate director when the statutory supervisors are disregarded. These posts may be appointed for certain or uncertain terms. With effective directors, at least one must have residency in Argentina. This new type of entity also allows meetings of the board of directors to be held electronically and outside the company’s premises.
Shareholders – One or more corporate entities or individuals as shareholders. The limited liability is subject to the integration of the shares. Shareholder meetings may be held electronically and outside the company’s
Corporate Purpose – May be multiple and without any connection between the chosen activities.
Limitations – SAS cannot incorporate or participate in another SAS. SAS cannot be controlled by or connected in more than 30% of its corporate capital with a company in the terms of 299 ACL

Initial Capital – At first, corporate capital cannot be less than two times the minimum salary. Capital is divided into shares with singular or plural vote. Capital integration is based on the terms and conditions of the bylaws.
Capital Increase – Up to 50% of the registered capital does not need to be registered. The issuance of shares with different prime are allowed.
Contributions – The value of in-kind contributions may be unanimously set by the shareholders, or by market value as a default. Irrevocable contributions may maintain such nature for 24 months.
Shares Assignment – The assignment of shares will be done according to the by-laws and may require shareholder approval. If it is not determined in the by-laws, any assignment must be notified to the company
and registered within the Shares Registry Book in order to be effective to third parties. Limitations may be included in the by-laws for a prohibition of up to 10 years of shares assignment.
Transformation – All companies incorporated based on LGS may be transformed into SAS.
Digital Records – SAS companies must have digital minutes book as well as books for share registry, logs, inventory and the balance sheet, The company’s by-laws, its amendments and power of attorneys may be granted through digital notarial protocol.

4. Limited Liability Companies (Sociedad de Responsabilidad Limitada, or SRL)

Capital and Partners – An SRL may be set up by a minimum of two and a maximum of 50 partners, who may be individuals or corporate entities. Foreign individuals or corporate entities can been admitted as partners of
SRLs provided that they are empowered to participate in such companies by the laws of their jurisdiction of incorporation.
The capital must be fully subscribed on incorporation, denominated in Argentine currency and divided into partnership quotas. A quarter (25%) of the capital must be paid up by the partners at the time the SRL is
formed, and any balance must be paid up within two years thereafter.
When quotas are issued for contributions in non-monetary assets, they must be fully paid in. Partnership quotas must be of equal par value and entitle the holder to one vote each. Partners in an SRL are entitled to
preemptive rights with respect to new issues of quotas.
Management and Representation – The partners may appoint one or more managers to manage the company, who may be partners, employees or third parties. The managers represent the company, either
individually or jointly, as deemed in the by-laws.
Partners’ Meetings – SRL by-laws contain the rules for adopting resolutions. Unless the by-laws state otherwise, resolutions may be passed in writing without the need for holding a meeting. The exception is for
those companies with a capital of ARS 10 million or more: they must hold meetings to review the annual financial statements. If one partner holds the majority vote, the vote of another partner will be necessary for
the partners´ meeting to be considered valid.
Supervision – The appointment of a statutory supervisor or the creation of a supervisory committee is optional for SRLs unless their capital amounts to ARS 10 million or more, in which case one or more statutory supervisors or a supervisory committee must be appointed. When statutory supervisors or a supervisory committee are appointed, the rules for SAs generally apply.

The Liability of Partners and Managers – In general and with few exceptions, similar rules for the liability of partners and managers apply to SRLs and SAs. However, when there is more than one manager, liability will
depend on the provisions of the by-laws.

Free, confidential consultation

We understand how daunting it can be to choose a lawyer in Argentina from another country. Please feel free to contact us with any questions, or to discuss retaining our legal services.
We offer a free initial consultation on your legal matter, with full protection of attorney-client confidentiality, as required by Act number 23,187 section (6) subsection (f).

“Give us a call today, or just fill out the Contact Form, and we will get back to you within 24 hours.”

USA: +(1) 212.300.6377
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Elias Kier Joffe
Managing Partner

Argentina Real Estate Purchase Process (2021)

In this article you will find our 2021 updated version of the Argentina Real Estate Purchase Process 


Buying property in Argentina as a foreigner is legally straightforward:

Real estate in Argentina is typically held, bought and sold freehold. Property can be acquired by individuals and corporations. The only restriction concerning foreign real estate ownership applies in the immediate vicinity of Argentina’s borders, where such ownership is subject to prior government approval.

Owning Property in Argentina is safe for the following reasons:

Under the Argentine constitution foreigners have the same property rights as Argentine nationals. The property market is priced in US Dollars. This provides a shelter from economic crises for locals and protects foreign investors from fluctuations of the Argentine Peso. If you follow the well known 3L Rule (Location, Location, Location) you will not lose money.

There are also some differences with real estate transactions in other countries:

In Argentina every single real estate purchase must go through a special attorney called an “escribano público” (Notary Public). The escribano is crucial when buying real estate in Argentina. He has to check that the seller is registered as the owner, all taxes and duties have been paid, there is no lien on the property and that there are no existing mortgages attached. He prepares the boleto (binding pre-contract) and the deed and unlike the realtor he is fully responsible for his advice and actions.


After the sale price has been agreed it takes approximately four to six weeks until the signing of the title deed transfer (equivalent to the exchange of contracts). If you are not willing to stay in Argentina for this time period you can grant a Power of Attorney: letting the deed be signed by a person you trust.


The legal side of buying property in Argentina is straightforward. The only documents needed are your passport and your personal Argentine tax number or CDI (Clave de Identificación). To obtain a CDI you must prove your address in Argentina (rental apartment, friend’s house) with a “certificado de domicilio”.

This can be obtained at the nearest police station to where you are staying. With this document and your passport you must then go to the nearest AFIP office (Argentine tax authority) to get the CDI. If you do not speak Spanish it is recommended that you go there with somebody who does speak the language and is also familiar with the system. Otherwise, you can let somebody else do it for you (requires a Power of Attorney). 


This section explains what happens after you have found the property you wish to purchase. 

Offer (Reserva):

You will make an offer to buy the property at a certain price call Reserva. It is wise to always offer a lower price (at least 5%) even if you think the asking price is already attractive. To confirm your offer the seller’s realtor will ask you for a payment in cash amounting to 2% of the offered price. The offer (Reserva) is usually valid for a week. During this period the realtor is supposed to take the property off the market and inform the seller of your offer. The seller will either accept your offer, reject it or, most likely, make a counter offer. Then it is your turn to accept, reject or make a counter offer. If an agreement on the price cannot be reached and the reserva expires, you will get your money back. If the seller accepts your offer and you back out, your money will not be returned.

Binding pre-contract (Boleto):

The Boleto (a binding pre-contract) is a document normally prepared by the escribano. This is an intermediary step where the seller receives 30% of the agreed sale price. It is most commonly used when the signing of the title deed transfer is scheduled 45 days or 2 months down the line. The boleto is basically the point of no return for both the buyer and the seller. If the buyer backs out, they lose the 30% down payment. If the seller backs out, not only do they have to return that 30% but they must also pay another 30% in compensation. But, unlike the reserva, the boleto also gives the prospective buyer the legal right to enforce the property sale (although any resulting lawsuit might take years).

Deed (Escritura Pública):

The Escritura is the actual closing date when all parties get together to sign the official deed transfer. The buyer now takes possession of the property. All taxes on the property must be fully paid up at the time of transfer.

The agreed sum is paid in cash at this time or a transfer to a foreign bank account is set up and verified at a second meeting. It is important to note that the payment required for the escritura does not need to be made in pesos. In fact, most owners will only accept US Dollars or transfers to their accounts held abroad. The buyer does not have to be physically present to sign the transfer deed if a third party is authorized by a Power of Attorney to sign in their place. It is important at this point to have requested and obtained updated floor plans that reflect actual construction. Failure to do this may result in the new buyer having to pay the unpaid taxes of the previous owner. This also guards against any unlawful construction done to the property that could lead to problems in the future with the municipal government.


Realtor commissions: 3% to 4% of the closing value plus 21% VAT

Money transfer fee: 1% to 2% (depends on the time of the year)

Notary Public fees (Escribano): 2% plus 21% VAT

Province Stamp Tax: 3.6% Autonomous City of Buenos Aires and 2% in the Province of Buenos Aires. The stamp fee is commonly split 50:50 between the buyer and seller but you must request this when you make your offer.

Federal Transfer Tax: Transfer Tax is 1.5% of property value, paid by the seller. However, this tax is not applicable if the resident seller is selling his main dwelling and commits to buy another property within a year.

The proven Buenos Aires – Argentina lawyer professionals at the Kier Joffe law firm have experience working with foreign clients involved in all kind of cases in Argentina. Buenos Aires Argentina attorney professionals are knowledgeable in almost all the practice areas of law, to service its international cases in Buenos Aires Argentina. International clients will have the confidence of knowing that the case is being handled by an experienced and knowledgeable Buenos Aires  lawyer in Argentina.

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Death Certificate: USD 250
Marriage Certificate: USD 250
Divorce Certificate: USD 250

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Translation to English: USD 88
Legalization of the translation: USD 28

Fedex Shipping only:
Europe: USD 130
Rest of the world: USD 150

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Legal advice in Uruguay: Why do you need true professionals?

At Kier Joffe, we have an excellent level of experience which is just one of the reasons why our clients are confident that we will get things right for them. We have been serving people for over seven decades now and our lawyers have decades of combined experience too. Over all these years, we have managed hundreds of cases and won most of them.

When choosing a professional law firm to get legal advice in Uruguay in Punta del Este, Montevideo, Maldonado, Laguna Garzon, Salto, Ciudad de la Costa, Paysandu, Las Piedras, Canelones, Rivera, Tacurembo and Melo, our suggestions is to look for a partner who is determined to protect your rights. This is exactly what Kier Joffe is all about.

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Every legal issue in Uruguay, just like anywhere else is a challenge that has to be completed. When you are doing this on your own, it is very likely that you will fail. But, when you have a team of professional attorneys that know the Uruguayan law, you will get a peace of mind that you need.

Once we have your case in our hands, we will start preparing. We will thoroughly investigate your case and serve summons and complaints if required. We can manage all the paperwork involved in your process.

Another thing that makes us different is that we provide simple and honest appraisal once we assess your case. We are completely transparent and honest and we don’t want to give false promises and false hopes to our clients.

If you need legal advice in Uruguay in Punta del Este, Montevideo, Maldonado, Laguna Garzon, Salto, Ciudad de la Costa, Paysandu, Las Piedras, Canelones, Rivera, Tacurembo, and Melo, you can count on Kier Joffe.

Argentine Legal Advice to Real Estate Brokers, Notaries, Appraisers and Realtors in Argentina

The real estate market in Argentine is booming. People from Argentina and abroad are interested in buying properties in Buenos Aires, but also in other places across the country too. Some of them are looking to build homes while others are interested in investment properties that they can re-sell later or rent or lease. This is the reason why there are so many real estate brokers, realtors, appraisers, and notaries in Argentina. They are here to ease this process, but there are situations when they need help too. Namely, there are certain situations when legal matters emerge and they need support from professional lawyers like the ones found at Kier Joffe law office.

The best Argentine Legal Advice to Real Estate Brokers, Notaries, Appraisers and Realtors in Argentina

Kier Joffe law firm provides a wide range of services to assists brokers, realtors, appraisers and notaries. We were able to help hundreds of people involved in this industry and we are more than sure that we can help you too. For instance, for a relatively small free, you can get thorough guidance for any legal question you have or legal issue related to real estate.

Furthermore, at Kier Joffe, we are also providing assistance in so-called commission disputes. Every now and then, real estate brokers and other real estate business related professionals and their clients are having problems with their commissions. A seemingly small issue can become a huge controversy that can end up in the court. We are ready to help anyone involved in a dispute like this. We can represent any side in these matters. Once you decide to use our services, you can rest assured that all your rights are protected in the best possible way.

Another common issue that many real estate brokers and realtors experience is a disciplinary hearing with the official professional regulatory body. Typically, dissatisfied clients are reporting their brokers asking for disciplinary measures as a result of their alleged unprofessional activity. At Kier Joffe, we know that every story has two sides. You can go on these disciplinary hearings on your own without any preparation hoping that the truth will win. But, it’s not always like that. The best idea is to get prepared by true professionals like the lawyers found at Kier Joffe law office. There is no need to be held responsible for something that you didn’t do and we will do our best to prove that. We are also ready to assist clients in contract disputes and landlord/tenants issues as well as with closings.

Kier Joffe is a reputable law office with years of experience in the field of property law. We have been part of many different disputes and we have witnessed different situations. Of course, besides the practical experience, we also have theoretical knowledge and expertise. This combination has proven to be very helpful for those looking for Argentine Legal Advice to Real Estate Brokers, Notaries, Appraisers and Realtors in Argentina.