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 This deposit may be withdrawn once the company’s bylaws are registered at the Office of Corporations.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