Private companies, Limited Liability Companies, and single-owner companies are the three main types of business structures within the territory. Establishing a single-owner company is authorized by the Argentine Companies ACT. And its regulation is issued by the Inspección General de Justicia, Public Registry of Buenos Aires City, a companies’ control entity and public registry. The operations of SAU have to abide by the regulations of the Administración Federal de Ingresos Públicos, the Tax Revenue Authority. An SAU (Sociedad Anónima Unipersonal) has a legal personality but no maximum duration of existence. The management of the company usually follows the laws stated in its articles of incorporation and bylaws. The shareholders´ Meeting is the governing body of an SAU, and the Board of Directors manages its activities. The SAU must have both a primary and secondary syndic. Shareholders of the company are not liable for all debts incurred by the company,
If you are a business owner interested in incorporating a single-owner company here or you are thinking of expanding to this country, this guide provides information on registering a single-owner company in Argentina and its process of incorporation.
Features of the company
A Sociedad Anónima Unipersonal (SAU) has just one shareholder, who can be an individual or company, domiciled or abroad. A foreign shareholder must register with the Public Registry. In addition, a minimum of one director and an alternate director are required, of which the majority have to reside in the country. The minimum share capital is 100,000 ARS, which must be subscribed to and fully paid during incorporation. The shareholder can only open a corporate bank account after registration with the Public Registry and AFIP. Physical presence is not required for foreign shareholders as the notarial deed of incorporation can be executed by virtue of a power of attorney. After registration, the SAU may request the tax number from the AFIP to operate commercially.
The process of incorporation
The following are steps to follow when registering an SAU with the public registry:
- Have the notarial deed of the instrument of incorporation
- Publish the incorporation in the Public Gazette
- The company name must include the word “S.A.U.” or “Sociedad Anónima Unipersonal”
- Involve a notary, company register, governmental authorities, etc.
Note that a notarial deed must be executed before an Argentine notary in Spanish. In Buenos Aires, under the regular procedure of incorporation, one can request the Single Identification Tax Number by filing AFIP’s Form 185 during registration. If the SAU is registered with the IGJ in Buenos Aires, the tax number is issued as part of the incorporation procedure.
Information to be provided during the incorporation
The following must be filed at the Public Registry of Commerce and made publicly available:
- Bylaws
- Date of incorporation
- SAU Name and address
- Place of incorporation
- Activities of the SAU
- Period of duration
- Type of shares
- Liquidation process
- Details of shareholders and members of the Board of Directors, et cetera.
Timeline of the process
The regular process has a timeframe of at most four weeks. While the expedited procedure takes 5 days at an additional cost; provided the Public Register of Commerce makes no observation.
Cost of the process
The main costs are the registration costs and notaries’ fees. The former varies on the location of incorporation. In Buenos Aires, registration costs around 40,000 ARS for the regular procedure and 55,000 ARS for the expedited 5 days procedure. Lawyers’ fees costs around 80,000 ARS. The additional cost for registering legal and accounting books with the Public Registry is around 6,000 ARS while obtaining a CUIT costs 2,500 ARS.
