The following are the three major business entities incorporated in the country: private company, Limited Liability Company, and single-owner company. Establishing companies is backed by the Ley General de Sociedades N 19.550, Argentine Companies Act. The Inspección General de Justicia, Public Registry of Buenos Aires City is a companies’ control entity and public registry. The operations of an LLC follow the regulation of the Administración Federal de Ingresos Públicos, the Tax Revenue Authority. An SRL (Sociedad de Responsabilidad Limitada or LLC) has a legal personality and no maximum existence period. Its activities follow the laws as stated in the articles of incorporation. Partners of the company have limited liability on all debts incurred by the company, except if their shares are not fully paid up. The Partners´ Meeting is the governing body, and the managers oversee its activities. All LLCs must register with the Public Registry in their jurisdictions.
If you are a business owner interested in incorporating a limited liability company here or you are thinking of expanding to this country, this guide provides information on limited liability company registration in Argentina and the process of incorporation.
Features of the company
Establishing this company requires a minimum of two to fifty partners with no requirement for residency or nationality of the shareholders. They can be individual or existing companies (who must register at the Public Registry to be legal partners). A minimum of one manager and an alternate director is required, of which a large percentage must be domiciled in the country. There is no specific minimum share capital, but IGJ suggests a capital of 30 percent of a SA, of which 100 percent must be subscribed at the point of incorporation. The company may open a bank account after registration. Executing the notarial deed of incorporation can be done under a power of attorney.
The process of incorporation
The following are the steps to follow to register a company with the public registry:
- Prepare the notarial deed of the instrument of incorporation
- Publish the incorporation in the Public Gazette
- The company name should include the word “S.R.L.” or “Sociedad de Responsabilidad Limitada”.
- Involve a notary, company register, and governmental authorities
Note that a notarial deed of incorporation shall be executed before an Argentine notary in Spanish. The partners can be represented by a power of attorney. In Buenos Aires, under the regular procedure of incorporation, one can request for the CUIT (´Clave Única de Identificación Tributaria´), Single Identification Tax Number by filing AFIP’s Form 185 when registering the SRL. Under the expedited procedure, the CUIT is requested when filing to register the SRL.
Information to be provided during the incorporation
The following must be filed at the Public Registry of Commerce and made publicly available:
- Articles of incorporation
- Date of incorporation
- Company Name and address
- Place of incorporation
- Purpose and activities of the SRL
- Period of duration
- Details of quotas
- Partners´ personal information
- Details of the manager or members of the board of managers
- Procedure to follow upon liquidation, etc.
Timeline of the process
The regular process takes no more than four weeks, the least being 5 days, provided no observation is made by the Public Register of Commerce.
Cost of the process
The registration costs and notaries’ fees must be paid. The former depends on the location of incorporation. In Buenos Aires, registration costs around 30,000 ARS for the regular procedure and 40,000 ARS for the expedited 5 days procedure. Lawyers’ fees costs around 80,000 ARS. Additional charges for registering legal and accounting books with the Public Registry cost around 5,000 ARS. Obtaining a CUIT requires a payment of 2,500 ARS.
