Setting up a business abroad is a complex and challenging process, and when Argentina is your destination, navigating the legal landscape becomes paramount. This dynamic South American country offers a wealth of opportunities for both aspiring entrepreneurs and seasoned investors.
As Argentina enters the global market, there have also been numerous government initiatives aimed at improving the country's economic situation and encouraging foreign participation. Some of these government initiatives include, but are not limited to
- the elimination of exchange controls. The creation of the Argentine Simplified Share Company (SAS),
- attracting foreign investment in the renewable energy sector,
- creating an attractive legal framework for foreigners interested in doing business in the region.
Launching a business in Argentina: Key legal considerations
When establishing a foreign business presence in Argentina, entrepreneurs must understand several pivotal legal and regulatory issues:
By proactively addressing these key areas, entrepreneurs can avoid legal pitfalls when launching foreign enterprises in Argentina. Knowledge of regulatory obligations allows businesses to navigate intricate legal frameworks successfully.
Types of business entities
When considering company registration in Argentina, one of the crucial decisions you'll face is choosing the right business entity. Argentina offers a range of options, each with its legal and operational implications. This section explores the various types of business entities available, helping you make an informed decision that aligns with your business goals.
Sociedad Anónima (SA)
- Overview: An SA is akin to a public limited company and is suitable for larger enterprises. It offers shareholders limited liability and the possibility of raising capital through the public offering of shares.
- Key features: Minimum capital requirements, publicly traded shares, and a mandatory board of directors.
Sociedad de Responsabilidad Limitada (SRL)
- Overview: The SRL is the Argentine equivalent of a limited liability company. It is a popular choice for small to medium-sized businesses.
- Key features: Limited liability for members, flexible management structure, and simplified administrative requirements.
Sociedad Anónima Unipersonal (SAU)
- Overview: The SAU is a variation of the Sociedad Anónima designed for single-member ownership. It provides the benefits of limited liability while allowing for sole ownership.
- Key features: Similar to the SA structure but with a single shareholder.
Sociedad por Acciones Simplificada (SAS)
- Overview: The SAS is a relatively recent addition to Argentina's business entity options. It is designed to streamline the registration process and reduce administrative burdens.
- Key features: Simplified incorporation procedures, flexible management, and limited liability.
- Overview: Foreign companies can establish branch offices in Argentina. This allows them to conduct business without creating a separate legal entity.
- Key features: Operates as an extension of the parent company, subject to local regulations.
- Overview: A representative office serves as a liaison or marketing office for a foreign company. It cannot engage in profit-generating activities in Argentina.
- Key features: Limited to non-profit activities, such as market research and promotion.
There are additional business entity options in Argentina, such as cooperatives and foundations, Argentinian SC (LLP) or SL (LLC), which may suit specific business objectives. It is also possible to open a free zone company in Argentina. Remember that creating an Argentinian Simplified JSC (SAS), does not allow you to trade shares on the stock exchange, capitalise savings and loans, manage government concessions or public utilities.
The process of registering a company in Argentina consists of many steps and requires close attention to detail and compliance with legal procedures. In this section, we will guide you step-by-step through the entire process, providing a general plan of action for successfully completing all stages of company registration.
1. Company name
Select and reserve a unique business name complying with legal requirements and not previously used by another company.
2. Memorandum of Association
Develop a memorandum of incorporation detailing the company's purpose, structure, and shareholders; a crucial document for registration.
Establish the company's charter, including by-laws governing internal operations, governance, and decision-making processes.
Involve a notary for notarizing essential documents, a crucial step for ensuring document authenticity.
5. Taxpayer number
Obtain a CUIT for the company and its shareholders, a fundamental requirement for conducting business in Argentina.
6. State trade register
Submit official company documentation and details of managers to the State Trade Register.
By following this simple plan and working with legal experts if needed, you can competently accomplish the registration procedure. Each step is essential to guarantee that your company functions legally and efficiently in Argentina.
Notarial and legal assistance
Dealing with the legal intricacies of registering a company in Argentina often requires the expertise of notaries and lawyers.
In Argentina, notaries are legal professionals with the authority to authenticate legal documents. Their participation is crucial in the company registration process.
Notarization of constituent documents and personal documents of founders, directors, and shareholders is necessary for their further transfer to the state registrar and bank.
It is highly recommended that you use the services of an experienced company registration lawyer in Argentina. Lawyers can offer expert guidance throughout the registration process, ensuring that your company complies with Argentine laws and regulations.
Why do you need legal assistance during the incorporation process in Argentina:
- careful review of the constituent documents, articles of association and shareholders' agreement to ensure their compliance with Argentine legal standards,
- assistance in meeting compliance requirements, including tax obligations, labour laws and industry regulations,
- assistance in legal matters or disputes, representation, drafting, and verification of contracts and agreements related to business activities,
- protection of intellectual property rights through patents, trademarks and copyrights,
- сomprehensive support at every stage of the incorporation process in Argentina, from the initial preparation of documents to ongoing compliance and resolution of potential legal issues.
Cooperating with notaries and lawyers is an investment in the legal validity and compliance of your company registration in Argentina. Their experience will help you navigate the complexities of Argentina's legal system, giving you peace of mind as you set up and run your business in this dynamic country.
Taxation of foreign companies in Argentina
Taxation of foreign companies in Argentina involves a complex set of rules and regulations. To conduct business as a foreign entity in Argentina, you will need to understand and comply with the various tax obligations.
Foreign companies in Argentina are typically subject to CIT on income from Argentine sources, with a standard rate of 25-35%. The applicable rate may be influenced by tax treaties.
IVA is imposed on the supply of goods and services in Argentina. Foreign companies engaged in taxable activities must register, collect, and remit IVA.
Argentina imposes taxes on payments to foreign companies, including dividends, interest, royalties, and fees for technical services. Withholding tax rates may be affected by tax treaties.
You can seek guidance on selecting the appropriate legal structure for enrolling your company in Argentina, or for assistance in registering a business in Latin America from YB Case experts.