Company Formation in Argentina: A Simple Guide

When setting up a company in Argentina, there are a few important questions to consider from the start:

• Is your goal to make a profit?

• How much capital do you plan to invest when establishing the company?

• What type of business are you starting? How many partners will be involved? What kind of financial risks are expected? Who will be making key business decisions?

Argentina's legal system offers several types of business structures. However, some of them are less commonly used or aren’t ideal for foreign investors, so we’ll focus on the three most common and practical options:

1. Branch Office (Sucursal)

2. Limited Liability Company (Sociedad de Responsabilidad Limitada or S.R.L.)

3. Corporation (Sociedad Anónima or S.A.)

1. Branch Office (Sucursal)

A branch is essentially an extension of a foreign company in Argentina. It doesn’t have its own legal identity—it's directly tied to the parent company abroad.

Applicable Law: Article 118, third paragraph of the General Corporate Law 19,550 (LGS), and General Resolution IGJ No. 7/2015.

Key Features:

• It's expected to operate permanently and has some autonomy to act on behalf of the parent company.

• The parent company can allocate capital to the branch, depending on the planned activities.

• Branches must keep separate accounting records and submit annual financial statements.

• Every year, the branch must prove that the foreign company’s main business activity takes place outside of Argentina.

• Tax obligations must be met just like any local business.

Liability: The parent company is fully liable for the branch’s activities in Argentina. There's no separation between the risks of the branch and the parent company.

Representation: The parent company must appoint a local representative to manage the branch’s operations.

Registration Requirements:

To open a branch in Argentina, the foreign company must register with the Inspección General de Justicia (IGJ) and provide:

• The company’s bylaws

• Proof that the main activity remains abroad

• A list of shareholders

• An address in Argentina

• A board resolution explaining the decision to open a branch

Comparison of Business Entity Types in Argentina

• Power of attorney for representatives

• Appointment of a local representative

• Assigned capital

• Sworn statements about the representative and the company’s ultimate beneficiary

• Publication of a legal notice in Argentina’s official bulletin

2. Limited Liability Company (S.R.L.)

An S.R.L. is a popular structure for small and medium-sized businesses, including family-owned companies.

Applicable Law: Articles 146-162 of the General Corporate Law 19,550 (LGS), and General Resolution IGJ No. 7/2015.

Key Features:

• There's no specific legal form required for incorporation (can be done via public deed or private document with notarized signatures).

• Partners can be individuals or legal entities, local or foreign.

• The company’s capital is divided into equal “quotas” (not shares), which are not negotiable securities.

• There's no minimum capital requirement, but it should be reasonable in relation to the business.

• The company is managed by one or more managers (who may or may not be partners) and decisions are made by the partners’ assembly.

Liability: Partners are only responsible up to the amount they invested.

Tax: Like other companies, an S.R.L. must pay a 35% corporate income tax.

3. Corporation (Sociedad Anónima – S.A.)

An S.A. is a versatile and widely used legal structure in Argentina, especially for larger businesses.

3.1. Standard Corporation (Multi-shareholder S.A.)

Applicable Law: Articles 163-314 of the General Corporate Law 19,550 (LGS), and General Resolution IGJ No. 7/2015.

Key Features:

• Shareholders can be individuals or legal entities, Argentine or foreign.

• Capital is divided into shares, which can have different voting rights.

• Shares must be nominative (registered), not bearer, and of equal value.

• The company is governed by a shareholders' meeting and a board of directors (which can be a single person or a group).

• At least a majority of directors must have legal residence in Argentina.

Liability: Shareholders are only liable up to the value of the shares they hold.

Representation: The board president acts as the company’s legal representative.

3.2. Single-Shareholder Corporation (S.A.U.)

Argentina also allows corporations with only one shareholder, but with stricter requirements:

• Must be formed as a corporation (S.A.)—other structures aren't allowed.

• A minimum capital is required and must be fully paid at the time of formation.

• A single-shareholder company cannot own or be part of another S.A.U.

• The name must include "Sociedad Anónima Unipersonal," the abbreviation “S.A.U.,” or both.

• Subject to permanent government oversight.

• Must have at least one director and one statutory auditor (and their alternates).

• All regular and extraordinary shareholder meetings must be properly documented.

Final Thoughts

Legally speaking, all the business types mentioned—Branch, S.R.L., and S.A.—are valid and recognized by Argentine law. Each one must be registered with the Public Registry of Commerce, whether in Buenos Aires (overseen by the IGJ) or other provinces (with different authorities, like the Dirección Provincial de Personas Jurídicas).

Disclaimer:
This information is provided for general guidance only and does not constitute legal, tax, or financial advice. Laws and regulations related to business formation in Argentina may change and can vary depending on your specific circumstances. For personalized advice, please consult with a qualified lawyer, accountant, or other professional advisor familiar with Argentine law.

Responsibility:

• In a Branch Office, the parent company is fully liable for the branch’s activities in Argentina.

• In an S.A., shareholders are liable only for the value of their shares.

• In an S.R.L., liability is limited to the partners' capital contributions.

Taxes:

All entities must pay corporate tax, currently set at 35% of profits.

Choosing the right structure will depend on your business goals, how much you're investing, and how you want to manage liability and governance. With the right setup, you'll be well on your way to doing business in Argentina.

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