Entity set up
Argentina
Corporation (Sociedad Anónima or SA)
- 2 or more shareholders
- The local management is in charge of a board of directors, which may have at least 1 member with no maximum number (at least 3 directors and 1 alternative director in case the company's capital stock exceeds ARS50 million). Directors shall last between 1 and 3 years in office, as provided in the bylaws. They may be re-elected. The majority of the board of directors must be composed of Argentine residents.
- The president of the board is the legal representative of the company
- Statutory auditor is optional. Mandatory if capital stock exceeds ARS50 million
- Typical charter document: bylaws
- Corporate Books: stock ledger, shareholders' meeting minutes, board of directors' meeting minutes and attendance records book
- Should cash be paid out as consideration for the stock: only 25 percent must be paid up front, and the balance is paid within 2 years after that. When considerations for the stock are contributions in kind, the stock must be fully paid off at the time of subscription of the shares
Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)
- Only 1 shareholder
- The local management is in charge of a board of directors, which may have at least 1 member with no maximum number (at least 3 directors and 1 alternative director in case the company's capital stock exceeds ARS50 million). Directors shall last between 1 and 3 years in office, as provided in the bylaws. They may be re-elected. The majority of the board of directors must be composed of Argentine residents
- The president of the board is the legal representative of the company
- Permanent control by government
- Statutory auditor is mandatory (at least 1 regular and 1 alternate statutory auditor)
- Typical charter document: bylaws
- Corporate books: stock ledger, shareholders' meeting minutes, board of directors' meeting minutes and attendance records book
- Capital stock shall be fully paid up upon execution of bylaws
- SAUs are not allowed to be incorporated or wholly owned by another SAU
Simplified Corporation (Sociedad por Acciones Simplificada or SAS)
- 1 or more shareholders
- The managers must be individuals, who may be appointed for an indefinite period. At least 1 director must be an Argentinean resident (provided that the Argentinian resident director is the legal representative of the company)
- Statutory auditor is optional
- Corporate books: carried by electronic means (stock ledger, minutes and attendance records book)
- Should cash be paid out as consideration for the stock: only 25 percent needs to be paid up front, and the balance is paid within 2 years after that. When considerations for the stock are contributions in kind, the stock must be fully paid off at the time of subscription of the shares
Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)
- 2 or more members
- The local management is in charge of single or several managers with full powers who may act individually, or a board of managers acting by majority. Managers may be appointed for an indefinite term. The majority of the board of managers must be composed of Argentine residents
- The legal representative of the company may be a single manager. All managers or a president of the board of managers are entitled with full powers
- Statutory auditor is optional. Mandatory if capital stock exceeds ARS50 million (at least 1 regular and 1 alternate member)
- Typical charter document: bylaws
- Corporate books: manager and quotaholders’ meeting minutes.
- Should cash be paid out as consideration for the stock: only 25 percent must be paid up front, and the balance is paid within 2 years after that. When considerations for the stock are contributions in kind, the stock must be fully paid off at the time of subscription of the shares.
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