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Doing Business Buenos Aires, Argentina – Guide – Foreign Investments – Lawyer – Law Firm

Doing Business Buenos Aires, Argentina

Factors to be considered in order to set up a foreign company in Argentina

Foreign companies can operate in Argentina by registering with the Public Registry of Commerce (Registro Público de Comercio), as a branch or a subsidiary.

Subsidiaries are created by setting up a business company. The commonest types are the Corporation (known as Sociedad Anónima or S.A.) and the Limited Liability Company (known as Sociedad de Responsabilidad Limitada or SRL).

Both, branches and subsidiaries, are subject to the same tax regime.

The following are the main characteristics and dissimilarities between the different possibilities:

Doing Business in Buenos Aires, Argentina: A. Branch

In Argentina, the Argentine Companies’ Law (LSC, Ley de Sociedades Comerciales), considers that a branch (the “Branch”) is a decentralization of the company’s headquarters (the “Headquarters” or the “Company”). The Branch is governed by the laws of the country of origin of the Headquarters, and thus, it is authorized to perform all the acts that are permitted to the Headquarters. As a result of the relationship established between the Headquarters and the Branch, the former is indirectly responsible for the transactions carried out by the Branch.

Even though the Branch has no limitations to have its own assets, it is not obliged to have a specific capital stock. However, it must keep separate accounts from the Headquarters and submit its Financial Statements every year before the Public Registry of Commerce (the PRC) of the City of Buenos Aires.

The transactions of the Branch do not generate much administrative control, as long as there are no meetings of the partners, shareholders or board of directors and it is not necessary to keep a record of the minutes, either. However, the Branch must take the necessary administrative measures, such as the registration with the PRC and with the social security entities and tax authorities. Likewise, every year when the Branch submits the Financial Statements, it must inform the PRC about any change that might occur pursuant to what is set forth in item 4.(v) described as follows.

In order to register a Branch in the Argentine Republic, the headquarters must fulfill the following requirements before the PRC:

  • 1. Certificate of good standing issued by the Secretary of State or the relevant public office certifying that the company is duly authorized or incorporated and in good standing pursuant to the laws of its country of origin. This certificate must also state that such company is under no liquidation or any other kind of legal proceedings that result in restrictions imposed on its assets and/or activities.
  • 2. Copy of the company’s bylaws or articles of incorporation, including any amendments thereto.
  • 3. Copy of the resolution by the headquarters’ competent body, through which the following decisions are stated:
    • (a) to set up a branch in Argentina;
    • (b) to appoint a legal representative in Argentina (the legal representative may or may not have a domicile in Argentina);
    • (c) to establish a legal domicile in Argentina.

4. Statement subscribed by the legal representative in Argentina, through which he:

  • (a) accepts his appointment as the legal representative;
  • (b) states his personal data;
  • (c) establishes a legal domicile in Argentina.

5. Statement subscribed by a headquarters’ representative with sufficient power, providing evidence:

  • (a) that the development of the Company’s activities or its main activity or activities is not prohibited or legally restricted in its place of origin.
  • (b) that the company complies with any of the following conditions outside the Argentine Republic: (i) of the existence of one or more branches or permanent agencies in good standing; (ii) the ownership of fixed non current assets or exploitation rights on third parties’ assets of the same kind; (iii) interest ownership in any other company in the form of non current assets, in accordance with the definitions set forth in the Generally Accepted Accounting Principles (GAAP).
  • (c) of the company’s shareholders / partners, indicating: (i) name and surname or business name of the shareholder; (ii) domicile or registered office; (iii) corresponding number of passport or ID, or else, the data of registration, authorization or incorporation; (iv) amount of shares, votes and ownership percentage of each shareholder.

Please note that all the documents to be submitted before the PRC must be duly certified and legalized by a consulate or the Apostille (Convention de La Haye 1961).

Doing Business in Buenos Aires, Argentina: B. Subsidiary

A subsidiary is a separate entity, independent from the headquarters (the “Subsidiary”). It has its own duties and obligations, a capital stock and its own administrative and management body.

The subsidiary is liable to third parties with its own assets, and thus, the headquarters is not responsible for the operations carried out by the subsidiary. However, this protection has been recently questioned by some local courts.

In order to set up a subsidiary, a foreign company must be registered in Argentina pursuant to what is set forth in section 123 of the Argentine Companies’ Law (“LSC”), and this is only with the aim to participate as a shareholder or partner in a local company, regardless of whether it is a Corporation (“SA”) or a Limited Liability Company (“SRL”). The procedure to register a foreign company for these purposes is similar to the procedure applicable to a Branch, pursuant to what has been previously set forth in item A.4.

Requirements for the registration of foreign shareholders, in order to set up or participate in Business Companies in the Argentine Republic:

First, in order to set up a company, the foreign shareholder must register with the PRC pursuant to what is set forth in section 123 of the Argentine Companies’ Law (“LSC”) in order to participate as a shareholder of the local company. In that sense, the shareholder must submit the following documents before such registry:

  • 1. Certificate of good standing of the company in its place of origin, giving due evidence of the existence of the company in this place;
  • 2. The company’s contract or articles of incorporation and any amendments thereto;
  • 3. Copy of the resolution adopted by the company in order to
    • (i) register the company in the Argentine Republic in order to participate as a shareholder of a local company;
    • (ii) appoint the company’s legal representative in the Argentine Republic;
    • (iii) establish a legal domicile in the Argentine Republic

Written statement subscribed by the company’s representative (i) accepting the position for which he was appointed; (ii) stating his personal data; and (iii) establishing a special domicile in the Argentine Republic;

4. Documentation subscribed a company’s officer indicating that the company has the following outside the Argentine Republic (i) one or more agencies, branches or representations in good standing; or (ii) fixed non current assets or exploitation rights on third parties’ assets of the same kind; or (iii) interests in other companies that are not subject to public offer; or (iv) investment operations in stock exchanges or markets. (Said information may also be proven by submitting the financial statements approved by the company, corresponding to the last closed fiscal year);

5. Statement subscribed by one of the company’s officer individualizing its composition and the ownership of its capital stock.

The documentation must be sent with the due certification before a notary public and the authentication by the Argentine Consulate of the place that granted it, or by the Hague Apostille, as it may correspond.

Finally, if there is not enough time for the registration of the company’s shareholder, it is possible to register other provisional shareholders, who shall transfer their shares to the company 123 of the Argentine Companies’ Law (LSC, Ley de Sociedades Comerciales), shall transfer their shares to them.

How is a commercial partnership or corporation established?

Companies may be established by a written public or private instrument (section 4 of the Argentine Companies’ Law (LSC, Ley de Sociedades Comerciales). . The instrument of organization is an agreement. The instrument of organization is an agreement In case of a corporation it is called Bylaws.

If you are planning to set up a company or do businesses in Argentina, please click on how to invest, and you will find the main characteristics of the legal regime in force regarding the different aspects to be taken into the account at the moment of investing in this city.

Distribution of dividends and repatriation of capital from a local company to its headquarters

The following is a brief description of the general principles applicable to the distribution of dividends of local companies and the repatriation of capital from a branch to its headquarters, according to the Argentine legislation.

1. Distribution of dividends in a local company with foreign shareholders

1.1. Law 19,550 and its amendments – The Argentine Companies’ Law (LSC, Ley de Sociedades Comerciales)

The general principle for the distribution of dividends is reflected in section 68 of the Argentine Companies’ Law (“LSC”), which provides that the dividends can only be approved and distributed when, once the fiscal year is closed, there are realized and liquid profits resulting from the balance sheet that was made according to the law, the bylaws, and approved by the shareholders’ meeting; “realized and liquid profits” are understood as the net profits from the fiscal year, specified with objective data, and which have an implicit irrevocable nature. The profits distributed in breach of that principle are repeatable, pursuant to the provisions of the second paragraph of said section, except if they are received in good faith, as set forth in section 225 of the Argentine Companies’ Law (“LSC”).

On the other hand, section 71 of the Argentine Companies’ Law (“LSC”) adds that the profits cannot be distributed until the losses of previous fiscal years are covered, and according to what is set forth in the second paragraph of the abovementioned section, this principle is not applicable in the case in which the managers, directors or syndics are paid with a percentage of the profits, and the shareholders’ meeting stipulates the payment of their remunerations even when the losses of the previous fiscal years are not covered. According to section 261 of the Argentine Companies’ Law (“LSC”), the maximum amount that can be received by the board members or the Supervisory Committee (including salaries and other remunerations for their performance in their permanent technical and administrative roles) shall not exceed twenty five percent (25%) of the profits. This maximum amount shall be limited to five per cent (5%) when dividends are not distributed to shareholders, and it shall be proportionally increased according to the distribution, up to the limit of twenty-five percent (25%) when all the profits are distributed.

The abovementioned general principle of section 68 of the Argentine Companies’ Law (“LSC”) is incorporated by section 224 of the Argentine Companies’ Law (“LSC”), corresponding to Corporations (“S.A.”). This section also contemplates the prohibition to distribute anticipated dividends, except for those companies that are included in section 299 of the Argentine Companies’ Law (“LSC”), i.e., those companies that make a public offering of their shares, have a capital that exceeds $10 million, have a mixed economy, carry out capitalization or savings transactions, exploit public concessions or services, and control or are controlled by the above-mentioned companies. In this case, said companies have the possibility of distributing anticipated dividends affecting partial profits obtained by the company during a period that does not coincide with that of the annuity of the fiscal year.

Anyway, according to the legal principles and caselaw, we understand that the anticipated distribution of dividends is subject the effective closure of the fiscal year, with liquid and realized profits, so that the permit the anticipated payment of distributed dividends.

1.2. General Resolution 7/2005 (“GR 7/2005”) of the Inspección General de Justicia (“IGJ”, Companies’ Control Authority)

Besides, section 78 of General Resolution 7/2005 provides that the term for the payment of dividends, which shall appear in the bylaws, shall not exceed the duration of the fiscal year in which they were approved. If the bylaws do not refer to this, the shareholders’ meeting shall be able to establish a special term for the payment of dividends, which shall not exceed 30 days. If the shareholders’ meeting does not establish this special term, the dividends shall be at the partners’ disposal as of the day following the shareholders’ meeting in which their distribution was approved. The payment can be made in periodical installments.

Besides, section 143 of the abovementioned GR 7/2005 provides that if the distribution of anticipated dividends is approved, this decision shall be communicated to the Inspección General de Justicia (“IGJ”, Companies’ Control Authority) within a period 10 business following the adoption of this decision, including the supporting documentation.

1.3. Exchange regulations

According to the exchange regulations in force, if the distribution of dividends is approved according to the provisions of the Argentine Companies’ Law (LSC, Ley de Sociedades Comerciales), there are no restrictions to the foreign exchange outflow under such concept. In that sense, the dividends approved by the Shareholders’ Meeting can enter the foreign exchange market and be drawn to foreign investors.

For further information, please see the exchange regulations in force which were issued by the Banco Central de la República Argentina(“BCRA”, Central Bank of the Argentine Republic).

2. Repatriation of profits and/or capital from a branch to the headquarters abroad

Communication A 3859 issued by the Central Bank of the Argentine Republic (BCRA, Banco Central de la República Argentina) and its amendments establishes that “…the entities that are authorized to carry out exchange transactions can make transfers abroad for the payment of profits and dividends corresponding to past financial statements certified by external auditors”.

According to this regulation, the local entities authorized to make foreign exchange transactions make transfers of profits from Argentine branches to their headquarters.

To perform such operation, Communication A 4177 of the Central Bank of the Argentine Republic (BCRA, Banco Central de la República Argentina) requires the presentation of all documentation that guarantees the genuineness of the operation regarding the concept and amount. For that purpose, the exchange regulations in force require the following:

  • I. Resolution by the headquarters ordering the branch to send the profits;
  • II. Resolution by the legal representative or representatives of the branch, approving the transfer of the profits arising from its balance sheet;
  • III. Accounting certificate evidencing the nature of the profits of the funds that are sent from the branch to the headquarters.

On the other hand, if the branch has allocated capital, it shall be able to repatriate the funds to the headquarters, making a total or partial reduction of such capital. In this case, section 6.3. of the General Resolution IGJ 11/06 establishes the procedure to be fulfilled by the branches “in case of an effective reduction as a consequence of remittances abroad” indicating the requirement, among others, of the publication contemplated in section 204 of the Argentine Companies’ Law (LSC, Ley de Sociedades Comerciales ) and the submission to the creditors’ opposition regime. For that purpose, the following shall be necessary, pursuant to the regulations in force:

  • I. resolution by the headquarters approving the total or partial reduction of the capital allocated to the branch;
  • II. publication of the notice in the Official Gazette and in a widely circulated local newspaper;
  • III. submission to a period of 15 days in which the creditors of the branch can oppose to such reduction of allocated capital.

Regarding the exchange regulations, Communications A 4662 of the BCRA and their amendments establish the concepts through which non residents can have access to the Single Free Exchange Market without requiring prior conformity from the Banco Central de la República Argentina(“BCRA”, Central Bank of the Argentine Republic). Among others, the following is established: “…1.13. Repatriations of direct investments in companies from the private non fiscal sector, that are not controlling companies of local fiscal entities, as long as the investor registers the permanence of that investment in the country for a period no shorter than 365 consecutive days, for the following concepts: … 1.13.3. Capital reduction decided by the local company.

It is worth mentioning that the authorization for non residents to make transfers under this concept corresponds to 05.11.07; before then, no transfer under the concept of capital reduction was permitted (neither for branches nor for subsidiaries).

Regardless of what has been stated, we would like to mention that:

  • (i) In all the cases the intervening exchange entity has the power to request the supporting documentation or information that it may deem necessary to verify the legal viability and genuineness of the corresponding transaction, in view of its joint responsibility under the Criminal Exchange Regime; and
  • (ii) In the case of choosing any of the abovementioned alternatives, it is recommendable to previously consult the intervening exchange entity in order to determine if there are no diverse opinions about the operational procedure to be used, which can be frequent on the market.

In order to buy a property in the Argentine Republic, foreign investors shall not only show their legal capacity but also their contribution of the necessary funds and their origin. For further information, please enter the guide to real estate market – “Other guides of interest”.

Doing Business in Buenos Aires, Argentina

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.

www.kierjoffe.com

 

Setting up a business in Argentina – How to do business in Argentina

Establishing a company
Investors have three options for setting up a business in Argentina: establish a foreign branch office; acquire ownership interests in an existing company; or create a new company.
The main characteristics, requirements and implications of the different legal structures available to companies in Argentina are presented in the following section of this guide.

Branch offices
A branch or representative office, which is created when a foreign company establishes a branch in Argentina, does not imply the creation of a new legal entity. Even though a branch must be registered with the Registry of Companies, the laws governing its existence and validity are primarily the laws of the company’s home country.
A branch may undertake all activities pursued by a company’s head office (HO) on behalf of the HO through the person appointed as the company’s representative. The assets of the entire foreign business, that is, the total value of the HO’s capital, not only the capital the HO assigns to its Argentine branch, is subject to liability. The branch’s accounts must be kept separately from the HO’s operations and its financial statements filed periodically with the Registry of Companies.
The branch must be managed by a legal representative vested with broad administrative and judicial authority—which may be limited in certain circumstances—to ensure that all of the branch’s affairs and business transactions are conducted efficiently.
Branch offices are subject to Registry of Companies’ supervision and must comply with the same requirements as corporations.BRANCH OFFICE REGISTRATION REQUIREMENTS
In order to establish a branch office in Argentina, the following documentation is required:
1— A prequalification report issued by a local notary public or lawyer, as applicable. Their signatures must be certified by the Argentine notaries public or bar association, as the case may be. This report must include the following information:
(a)Quorum and majorities: the opinion of the notary public or lawyer regarding the observance of the quorum and majority rules applicable to the meeting and to the company’s management body that called said meeting.
(b) Principal place of business: location of the branch’s principal place of business, along with an express indication of whether the company’s management and governance take place at that location.
(c) Good standing: a statement from the notary public or lawyer as to whether the company has been dissolved by operation of law or after the expiry of the term, or if the company’s books contain any dissolution agreement or statement of the occurrence of any of the grounds for dissolution, or if the company’s books contain notices of meetings, the agenda of which includes the company’s dissolution.
(d) Chain of entries: the professional must review the “chain of entries” of every act subject to registration,
when applicable, as provided in sections 39, 53, 111 and 126(5) of Annex “A” to IGJ General Resolution
7/05. A chain of entries means that each entry authenticates all previous ones.
Furthermore, an accountant’s prequalification report is required if capital contributions are made in some form other than cash.

2— HO’s documentation, including:
(a)The articles of formation or incorporation, the bylaws and their amendments.
(b) A certificate of good standing, registration and authorization to do business (issued in its home country) that proves the company is not undergoing liquidation or any other process that may prevent it from doing business or disposing of its assets. If these certificates are not available, a report signed by an attorney or notary public from the HO’s home country can be filed.
(c) The resolution of the company’s governing body that resolved to create the branch in Argentina, including:
— The fiscal year end.
— The exact location of the company’s principal place of business in Argentina (the representative may be vested with sufficient authority to establish it).
— The capital assigned to the branch, if any.
— The appointment of a legal representative, i.e., an individual (the appointment may include the authority vested in the representative).
3— Additional documentation to prove that:
(a) The company is not prevented from carrying out any of its businesses in its home country.
(b) The company has already established or holds outside of Argentina:
— One or more operational agencies, branches or representations; and/or
— Non-current fixed assets or exploitation rights over third-party assets of this nature; and/or
— Ownership interests in other companies that do not offer their shares to the public; and/or
— Regular investment operations in stock markets, as included in the company’s purpose.
(c) A list of the partners, members and/or shareholders at the time of the decision to apply for registration, including at least their names and surnames or company name, address or company’s principal place of business, ID or passport number or information regarding the company’s registration, authorization and formation or incorporation data,
as the case may be, and the number of shares, units and votes held and their percentage in the capital stock
4— An original or certified copy of the publication of the notice in the Official Gazette, in the case of a corporation, a limited liability company or another business association structure which is not provided for under Argentina law, including:
(a) In regard to the branch: the principal place of business; the capital assigned to it if any; the date of closing of the fiscal year.
(b) In regard to the appointed representative: personal information; registered address; term of representation
(if any); any limitation or restrictions in terms of his/her authority and, if more than one representative, the capacity in which each one of them will act.
(c) In regard to the HO: the information required in section 10 of Law 19550 about the company’s certificates of formation or incorporation, as the case may be, and any amendments.
5— A document signed by the representative, certified by a notary public or personally ratified prior to registration, or certified by the corresponding association, as applicable, if the representative is a lawyer or accountant, in which the representative must:
(a) Accept his/her appointment and provide his/her personal information;
(b) Establish the principal place of business in Argentina, if so authorized.
(c) Establish his/her registered address within the relevant jurisdiction.
6— Proof of payment of the registration fee.

Creation of a new company or acquisition of ownership interests in an existing one
The Business Associations Law (No. 19550) establishes a wide range of business association forms. The forms most widely used by foreign investors are corporations (sociedades anónimas or SAs as regulated under Argentine law) and limited liability companies (sociedades de responsabilidad limitada or SRLs as regulated under Argentine law). In these cases, unlike branch offices, liability is limited to the amount invested in the business.
Unlike local companies, before foreign companies can set up a company or acquire ownership interests in an existing one, they must submit proof of their formation or incorporation in their countries of origin to the Registry of Companies. They must also file their articles of formation or incorporation, bylaws, their amendments and any other document relating to their legal representatives that may be required to do business.

CORPORATION
A corporation (sociedad anónima or SA in Spanish) has a legal existence separate and distinct from its owners. Its shareholders are limited in liability in terms of the amount they have invested in the corporation.
At least two shareholders are required to form a corporation. Ownership interests are represented by shares of stock, which may or may not be offered to the public.
The operation of these companies is regulated by the corporate bylaws. The general business affairs of the corporation are managed by a board of directors, which is made up of one or more members, who may be shareholders or not. The majority of the board members must be Argentine residents. There are no restrictions regarding shareholders’ residency or nationality; however, if the shareholder is a foreign commercial company, it should register first with the Registry of Companies.
The board members are jointly and severally liable, without limitations, to the company, its shareholders and third parties for poor performance; breaking the law and/or bylaws; and any other damage arising from fraud, acting ultra vires (beyond the scope of their authorities) and gross negligence.
Corporations must be incorporated through a notarially recorded instrument. In the City of Buenos Aires they must be registered with the Superintendence of Corporations (IGJ for its acronym in Spanish). Since October 2012, the minimum amount of capital required to establish a corporation is AR$ 100,000 (Decree No. 1331/2012, amending section 186 of Law No. 19550).
In Argentina, corporations are subject to internal and external audits. External audits are undertaken by the company’s authority for the relevant jurisdiction. There are also regulatory organizations to review specific activities.
For example, listed corporations are controlled by the National Securities Commission (CNV for its acronym in Spanish), financial institutions are controlled by the Central Bank of Argentina (BCRA for its acronym in Spanish); and insurance companies are controlled by the Insurance Superintendence (SSN for its acronym in Spanish).
Internal audits are usually carried out by one or more company auditors who are appointed by the shareholders at the annual meeting. Those companies not under the control of a governmental entity are not obliged to appoint company auditors. The bylaws may also establish the creation of a surveillance committee, consisting of 3-15 shareholders, to monitor corporate management.

LIMITED LIABILITY COMPANY
While a limited liability company (sociedad de responsabilidad limitada or SRL as regulated by Argentine law) shares many characteristics with an SA, there are important differences to highlight:
— An SRL must have at least two members and no more than 50;
— An SA cannot be a member;
— SRLs are not eligible to list on the stock exchange;
— A change in one of the members requires an amendment to the articles of formation;
3.1.2. —

CHAPTER 3— SETTING UP A BUSINESS IN ARGENTINA
— The steps to establish an SRL are simpler than an SA; and
— The bylaws are more flexible than an SA.
Ownership interests are represented by membership units (cuotas under Argentine law). As with a corporation, the members’ liability is limited to the number of units to which they subscribe. A member may acquire one or more units. There are no statutory restrictions on the transfer of units, but the bylaws may contain imposed by law, although they may be imposed by the bylaws.
An SRL is administered and represented by one or more managers, who may or may not be members.
The managers’ liability may be several, but not joint, or joint and several, depending on the management’s organization and the provisions of the bylaws or articles of formation.
An SRL may be created through either a public deed (i.e., certified by a notary) or private (i.e., contract) instrument which must be filed with the Registry of Companies corresponding to its domicile.
No minimum capital is required, but the capital should be in line with the company’s purpose.

COMMON ASPECTS ABOUT REGISTERING A COMPANY IN ARGENTINA
In Argentina, commercial companies register with the Registry of Companies corresponding to their domicile or jurisdiction. The government body that regulates the business associations and branch offices in the City of Buenos Aires is the IGJ.
The process for registering a company with the IGJ includes the option for a “fast track” formation process, allowing registration on the same day that the documentation is filed, along with the payment of an administrative fee of AR$ 1,000. If the applicant elects to follow the ordinary process, registration takes around 30 days. In either case, the following requirements must be met:
1— Application for reservation of a name
A name is reserved by completing Form “B,” which can be downloaded from the IGJ website. The applicant will be given three options when he/she clicks on “Formularios de presentación de trámites.” The applicant must complete all the information required, print out the form and pay the relevant fee. The form must be submitted to the IGJ’s Dispatch and Distribution Desk. The name will be reserved for 30 days, which means that, during that period, nobody else can make use of it.
2— Submission of the organization, incorporation and changes form (Form “H”)
The applicant must submit “Form H,” along with the following documentation:
(a) A professional prequalification report issued by a notary public or lawyer, as appropriate. The signatures of said professionals must bear the certification of the corresponding professional association, as applicable.
This report must include the professional’s opinion on quorum and majorities, as well as on the company’s head office and good standing. Furthermore, prequalification report from a certified accountant is required if capital contributions are made in any form other than cash.
(b) A non-certified and a notarized copy of the articles of organization, formation or incorporation, as the case may be. All signatures on such documents must be certified by a notary public, or ratified before the IGJ.
(c) An instrument certifying the location of the company’s head office if the head office location is not stated in the articles of formation or incorporation.
(d) A non-certified copy and a notarized copy of a document certifying the acceptance by the members of the company’s managing and surveillance bodies if their signatures do not appear in the articles of formation or incorporation.
(e) Evidence of the posting of a bond by the regular directors or managers, as the case may be. A copy of the policy signed by the attorney or notary public if the company has taken out surety insurance.

DOING BUSINESS IN ARGENTINA — AN INVESTOR’S GUIDE
3— Payment of the incorporation or formation fee and proof of payment. These fees must be paid at the National Bank of Argentina (BNA for its acronym in Spanish).
4— Publication of a notice and submission of the proof of publication (original or certified copy).
Section 10(a) of the Business Associations Law establishes that limited liability companies and corporations must make a one-day publication in the official gazette.
The notice must contain the following information:
— Name, age, marital status, nationality, occupation, address and ID number for the SRL members or shareholders;
— Date of the articles of formation or incorporation;
— Company name;
— Purpose;
— Term;
— Capital;
— Members of the managing and surveillance bodies, including their names and respective term of office, where relevant;
— Legal representatives;
— Date of closing of the fiscal year.
5— Make an initial deposit of 25% of the capital with the BNA. The deposit may be done at the time of
registration.
Proof of the contributions must be presented by submitting the original deposit slip, in the case of cash
contributions, of any other relevant documentation, in the case of non-cash contributions

FOREIGN COMPANIES WITH OWNERSHIP INTERESTS IN AN ARGENTINE COMPANY
A foreign company that wishes to purchase ownership interests in a new or existing company must
also meet the requirements mentioned above, but first register the company with the Registry of
Companies. This procedure involves the following steps:
— Prove that it has been formed or incorporated in accordance with the laws in force in its home
country.
— File the company’s original articles of formation or incorporation, their amendments and any
other qualifying documents, amendments and documents related to its legal representatives with
the relevant Registry of Companies (if a corporation, these documents must also be filed with the
Registry of Corporations).
— Submit the resolution whereby it was decided to register the foreign company in Argentina in order
to establish the local company or purchase ownership interest in a local company, which must include
the closing date of the fiscal year, the principal place of business in Argentina and the designated
legal representative.
— Notify the existence of any legal prohibition or restriction in the company’s home country to carry
out any of its activities, demonstrated by the company’s articles of formation or incorporation and
their amendments, if any.
— Provide evidence that the company meets at least one of the following requirements outside
Argentina on the date of application for registration:
— Existence of one or more branches or representative offices, proven by the relevant good standing
certificates issued by the appropriate authorities in their respective locations.

CHAPTER 3— SETTING UP A BUSINESS IN ARGENTINA
— Ownership interests in other companies consisting of non-current assets, as defined by generally
accepted accounting principles.
— Ownership of fixed assets in its home country; the existence and value of which must be evidenced
as defined in generally accepted accounting principles.
The last two requirements must be evidenced by the company’s financial statements and/or certificates
signed by its officers, as taken from the records on the company’s books.
— Individualize the partners, members or shareholders at the time of the application.
DOCUMENTS ISSUED ABROAD
Documents issued abroad must be filed according to the requirements established by the legislation in
force in the country of issuance, certified by the respective Argentine Consulate with jurisdiction over
the company’s place of origin, or bear The Hague Convention Apostille, if applicable. The documents
must be filed along with their Spanish translation done by a sworn translator licensed in Argentina
whose signature must be certified by the professional translators association.
All documents issued abroad may be registered by an Argentine notary public, along with the
corresponding sworn translation into Spanish.
If a foreign company wishes to participate indirectly in a local company through an investment vehicle,
it must meet all the requirements mentioned above, submitting all the information regarding the
company controlling that vehicle as well.

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.

www.kierjoffe.com