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Incorporation

Setting up a company in Argentina

When setting up a company you may want to consider these factors:

  1. Business Factors

    Argentina is an attractive location for foreign investment due to the large population of qualified human workers and commercial partnerships with neighboring countries like Brazil. Argentine workers have the highest income per capita in Latin America, while the population enjoys the lowest illiteracy rates in the region. The economy of Argentina heavily relies on a well-developed infrastructure network, providing access to the MERCOSUR markets as well.

    Argentine laws do not pose restrictions on foreign investments, which encourages open investment for foreigners. Under the Argentine constitution, foreign investors enjoy the same legal treatments as domestic companies and individuals. Foreign companies may also invest without pre-approval or registration pre-requisites. The government has also implemented general, sectorial and regional incentives to promote further investments into the Argentine economy. Employers should also consider the following when making investment decisions:

    • The industry and type of business that will be conducted
    • Nationality of the headquarters/individuals
    • Presence of existing trade agreements on relationships
  2. Location

    Location will be another factor. Separate cities and regions may have different rules, costs and availability. It is always recommended to seek advice from relevant professionals, such as business or legal advisors, accountants and others depending on your needs.

  3. Language

    There are over 40 languages spoken in Argentina, with Spanish as the dominant and the de facto official language. In descending order of usage, the most known languages in Argentina are subsequently English, Portuguese, Italian, French and German. There is also a significant Italian-speaking population in Argentina.

Your Options

There are several types of business forms available to foreign companies in Argentina. Each of these business forms has distinct advantages and disadvantages, as well as differing scope of business activities, registration requirements and minimum capital requirements. In most cases it will depend on the degree of commitment a company has to Argentina and the planned business activity.

When setting up a company in Argentina, you have the following options:

  • Corporations
  • Limited Liability Partnership
  • Foreign Branch
  • General Partnership

Corporations

PLC

Corporations (sociedades anónimas) are the most common business entities in Argentina. The control of the company is distributed among shareholders, where their liability is limited to their paid-in capital. In Argentina, corporations are subject to supervision and control by government authorities.  Publicly held corporations are supervised by the Comisión Nacional de Valores, which functions similarly to the Securities Exchange Comission in the U.S. Privately held companies are controlled by the General Inspection (Inspección General de Justicia).

Liability

Limited Liability: Liability of each shareholder is only limited to the capital they have invested in.

Minimum Ownership

The corporation may be a 100% foreign-owned entity.

Number of Founding Members

A minimum of two shareholders are required, who can be natural persons residing in Argentina or not, or local or foreign companies themselves.

Minimum Capital Requirements

$12,000, divided in non-endorsable nominative shares.

 

Procedure

1.  Verification of company name

The name of the company is verified by the Office of Corporations (Inspección General de Justicia, IGJ). This name should be reserved by submitting a request to the IGJ, which can be done online.

Required documents:

  • Reservation of name form (reserve de nombre)

Time: 1 day

Cost: ARS 210

2. Certifying signatures of partners by a notary public

The signatures of the founding partners should be certified by a notary public. It is optional to notarize the company’s bylaws, which may be formally constituted under a private document.

Time: 1 day

Cost: approximately ARS 250 for each signature

3. Deposit of capital at a bank

An initial capital deposit should be made for the initial start-up capital at the National Bank (Banco de la Nación Argentina). At least 25% of the subscribed capital in the National Bank. The deposit should be made at the central office of the national bank or at a local branch. Proof of payment should be obtained. This deposit may be withdrawn once the company’s bylaws are registered at the Office of Corporations.

Time: 1 day

Cost: ARS 45

4. Publishing of new company’s notice in official paper

The establishment of the company notice must be published in the official paper (Boletín Oficial). The notice should be legalized, signed by an attorney or an authorized representative certified by a notary public. The cost of this publication depends on how fast the method is and the notary public fees.

Time: 2 days

Cost: ARS 2,500 for publication + ARS 100 legalization of signature

5. Payment of incorporation fee

The fee for incorporation should be paid through downloading the invoice from the Justice and Human Rights Department then paid to the National Bank. The invoice is then submitted to the Public Registry of Commerce.

Time: 1 day

Cost: ARS 100

6. Registration with the Public Register of Commerce

Companies located in the City of Buenos Aires should register their by-laws and other corporate documents related to the incorporation at the Public Registry of Commerce of the City of Buenos Aires.

Documents required:

  • Articles of Association
  • By-laws
  • Publication in the Office Gazette
  • Proof of manager’s acceptance of position
  • Evidence of deposit of capital deposit at National Bank
  • Evidence of compliance with managers’ guarantee regime
  • Evidence of the reservation of the corporate name

Time: approximately 45 days, or 5 days for expedited procedure.

Cost: approximately ARS 3,360

7. Obtain a form from the Public Notaries College and have a notary submit the company books for rubrication by the General Inspection of Justice (IGJ)

Once the company is registered, the company must obtain special books from commercial bookstores. The rubric of the following books are required:

  • Book of Minutes of Partners’ and Managers’ Meetings
  • Buyers VAT Book
  • Sellers VAT Book
  • Inventory and Balance Book
  • Journal

A notary public requests a form from the Notary Public’s College and submits a rubric request of the company books to the IGJ.

Time: 5 days for expedited filing

Cost: approximately ARS 3,018 including cost of books, cost of IGJ form, notary fees and book registration fees.

8. Corporate manager obtains a Fiscal Code

The legal representative, typically a corporate manager, obtains their Fiscal Code (Clave Fiscal) at the National Tax Office (Administración Federal de Ingresos Públicos, AFIP), which requires their national identity card and a photocopy of it. Non-Argentinean residents must link their CUIT with a person who has a Fiscal Code.

Documents required:

  • National identity card and photocopy
  • Complete valid passport (if non-Argentinean)
  • Residency certificate (if non-Argentinean)

Time: 1 day

Cost: free

9. Obtain a tax identification number from the National Tax Office and register for social security

Registration of tax and social security may be completed at the National Tax Office (Administración Federal de Ingresos Públicos, AFIP). To obtain the Tax Identification Number (Código de Identificación Tributaria, CUIT) all members of the corporation that have been appointed as managers must have previously obtained their CUITs, while the sole legal representative, or administrator, needs to obtain his/her Fiscal Code.

Time: 4 days

Cost: free

10. Register turnover tax at local level at the Administración General de Ingresos Públicos (AGIP) in the City of Buenos Aires

The legal representative needs to obtain the company’s tax password issued by the General Revenue Directorate (Dirección General de Rentas, DGR). The representative should file the necessary documents to obtain the tax password. It is possible to register the company before the turnover tax through the DGR online.

Documents required:

  • Notarized copy of the company’s bylaws and the last designation of authorities registered before the General Inspection of Corporations
  • National identity card of the legal representative, original or a notarized copy.
  • Evidence of the company’s CUIT
  • Evidence of the legal representative’s CUIT
  • Document evidencing the legal representative’s address

Time: Less than one day (online)

Cost: free

11. Register with the Sistema Unicon de Seguridad Social (SUSS)

The procedure can be completed online by submitting a sworn affidavit form No.885 to the AFIP. The social security withholdings and contributions are paid to the National Regime of Social Security.

Time: Less than one day (online)

Cost: free

12. Rubricate books of wages in the Ministry of Labor

The Labor Agency (Dirección General de Empleo) rubricates the company’s books. The appointment with the Labor Agency can be scheduled online to rubricate the books. The fee required depends on the number of pages the employer must rubricate.

Time: 1 day

Cost: ARS 5 per page

Limited liability partnership

Limited liability partnerships (Sociedad de Responsabilidad Limitada) functions through partners, who can be individuals or companies, and either Argentinian or foreign. Partners have limited liability, and foreign partnerships must have the partnership’s statutes submitted to the Public Registry of Commerce. The continuity of the partnership depends on the relations among the existing partners, as a majority of decisions require unanimous consent.

Liability

Limited Liability: Liability of each partner is only limited to the capital they have invested in.

Minimum Ownership

The partnership may be a 100% owned by foreign partners.

Number of Founding Members

A minimum of two partners are required, who can be natural persons residing in Argentina or not.

Minimum Capital Requirements

There are no minimum principal requirements.

 

Procedure

1.  Verification of partnership name

The name of the partnership is verified by the Office of Corporations (Inspección General de Justicia, IGJ). This name should be reserved by submitting a request to the IGJ, which can be done online.

Required documents:

  • Reservation of name form (reserve de nombre)

Time: 1 day

Cost: ARS 210

2. Certifying signatures of partners by a notary public

The signatures of the founding partners should be certified by a notary public. It is optional to notarize the company’s bylaws, which may be formally constituted under a private document.

Time: 1 day

Cost: approximately ARS 250 for each signature

3. Deposit of capital at a bank

An initial capital deposit should be made for the initial start-up capital at the National Bank (Banco de la Nación Argentina). At least 25% of the subscribed capital in the National Bank. The deposit should be made at the central office of the national bank or at a local branch. Proof of payment should be obtained. This deposit may be withdrawn once the company’s bylaws are registered at the Office of Corporations.

Time: 1 day

Cost: ARS 45

4. Publishing of new partnership’s notice in official paper

The establishment of the partnership notice must be published in the official paper (Boletín Oficial). The notice should be legalized, signed by an attorney or an authorized representative certified by a notary public. The cost of this publication depends on how fast the method is and the notary public fees.

Time: 2 days

Cost: ARS 2,500 for publication + ARS 100 legalization of signature

5. Payment of incorporation fee

The fee for incorporation should be paid through downloading the invoice from the Justice and Human Rights Department then paid to the National Bank. The invoice is then submitted to the Public Registry of Commerce.

Time: 1 day

Cost: ARS 100

6. Registration with the Public Register of Commerce

Companies located in the City of Buenos Aires should register their by-laws and other corporate documents related to the incorporation at the Public Registry of Commerce of the City of Buenos Aires.

Documents required:

  • Articles of Association
  • By-laws
  • Publication in the Office Gazette
  • Proof of manager’s acceptance of position
  • Evidence of deposit of capital deposit at National Bank
  • Evidence of compliance with managers’ guarantee regime
  • Evidence of the reservation of the corporate name

Time: approximately 45 days, or 5 days for expedited procedure.

Cost: approximately ARS 3,360

7. Obtain a form from the Public Notaries College and have a notary submit the company books for rubrication by the General Inspection of Justice (IGJ)

Once the company is registered, the company must obtain special books from commercial bookstores. The rubric of the following books are required:

  • Book of Minutes of Partners’ and Managers’ Meetings
  • Buyers VAT Book
  • Sellers VAT Book
  • Inventory and Balance Book
  • Journal

A notary public requests a form from the Notary Public’s College and submits a rubric request of the company books to the IGJ.

Time: 5 days for expedited filing

Cost: approximately ARS 3,018 including cost of books, cost of IGJ form, notary fees and book registration fees.

8. Corporate manager obtains a Fiscal Code

The legal representative, typically a corporate manager, obtains their Fiscal Code (Clave Fiscal) at the National Tax Office (Administración Federal de Ingresos Públicos, AFIP), which requires their national identity card and a photocopy of it. Non-Argentinean residents must link their CUIT with a person who has a Fiscal Code.

Documents required:

  • National identity card and photocopy
  • Complete valid passport (if non-Argentinean)
  • Residency certificate (if non-Argentinean)

Time: 1 day

Cost: free

9. Obtain a tax identification number from the National Tax Office and register for social security

Registration of tax and social security may be completed at the National Tax Office (Administración Federal de Ingresos Públicos, AFIP). To obtain the Tax Identification Number (Código de Identificación Tributaria, CUIT) all members of the corporation that have been appointed as managers must have previously obtained their CUITs, while the sole legal representative, or administrator, needs to obtain his/her Fiscal Code.

Time: 4 days

Cost: free

10. Register turnover tax at local level at the Administración General de Ingresos Públicos (AGIP) in the City of Buenos Aires

The legal representative needs to obtain the company’s tax password issued by the General Revenue Directorate (Dirección General de Rentas, DGR). The representative should file the necessary documents to obtain the tax password. It is possible to register the company before the turnover tax through the DGR online.

Documents required:

  • Notarized copy of the company’s bylaws and the last designation of authorities registered before the General Inspection of Corporations
  • National identity card of the legal representative, original or a notarized copy.
  • Evidence of the company’s CUIT
  • Evidence of the legal representative’s CUIT
  • Document evidencing the legal representative’s address

Time: Less than one day (online)

Cost: free

11. Register with the Sistema Unicon de Seguridad Social (SUSS)

The procedure can be completed online by submitting a sworn affidavit form No.885 to the AFIP. The social security withholdings and contributions are paid to the National Regime of Social Security.

Time: Less than one day (online)

Cost: free

12. Rubricate books of wages in the Ministry of Labor

The Labor Agency (Dirección General de Empleo) rubricates the company’s books. The appointment with the Labor Agency can be scheduled online to rubricate the books. The fee required depends on the number of pages the employer must rubricate.

Time: 1 day

Cost: ARS 5 per page

Foreign Branch

The foreign branch in Argentina are not considered a separate legal entity, but an extension of the overseas parent company. Setting up a branch is ideal for companies who wish to establish a limited business presence in the company before making a larger investment commitment. Liability of the foreign branch rests entirely on the parent company. If the foreign branch has a permanent establishment in Argentina, then profits are liable to the Argentine Corporation tax.

For a foreign company to set up a branch in Argentina, the following steps must be taken:

  • Prove the existence of the parent company abroad, register the parent’s articles of incorporation or partnership contract with the Register of Commerce and register any representatives.
  • Publication and registration requirements should be followed as Argentine companies do.
  • Establish a domicile in Argentina.
  • Appointment a representative or manager.
  • Assigned capital must be provided, although there are no maximum or minimum limits. The capital should be registered before the Public Registry of Commerce.
  • Accounting of the branch must be kept separate to the headquarters, and filed with the IGJ.
  • Should register the Social Agreement of the Headquarters in the Public Registry of Commerce.

General Partnership

General Partnerships (Sociedad Colectiva) are similar to limited partnerships, although the responsibility of partners is joint and unlimited. Once all assets are depleted, the general partners are liable for all obligations of the partnership. There are no minimum capital requirements and unanimous consent is required for liquidation.

Outsourcing Employment Through a GEO Employer of Record Service

Whether to incorporate in Argentina, and what sort of entity to setup are just two of the many choices companies must make when expanding into a new market.

If the company intends to have staff in Argentina they must also decide whether they will administer that employment internally or use a Global Employment Organization to handle payroll and Employer of Record responsibilities. A GEO Employer of Record solution is an attractive alternative where

  • the company is looking to setup an office quickly
  • the company wants to work within a defined budget
  • the company wants to limit its initial commitment in Argentina
  • the company needs help with tax, employment, immigration and payroll compliance in Argentina

The complexity of employment regulations in Argentina makes the use of a GEO advisable coupled with local legal counsel to ensure full compliance with employment laws, for example the drafting of local contracts for workers.

Shield GEO provides a comprehensive service in Argentina allowing companies to deploy their staff quickly with reasonable, clearly stated costs and timeframes. The company contracts directly with Shield to employ and payroll their staff on their behalf in Argentina.

Shield GEO then becomes the Employer of Record. Shield GEO assumes the legal responsibility for these employees, sponsoring them on work permits, complying with local employment law and running their monthly payroll. Using Shield GEO is the fastest and most cost effective way to deploy local and foreign workers into Argentina. Read more about outsourced employment through Shield GEO.

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