Navigating the Argentine legal and regulatory system is a critical process that requires careful consideration when selecting the corporate vehicle best suited to your project’s objectives, scale, and investment strategy, to ensure proper governance, auditability, and regulatory control for recognition as a qualifying investment structure.
For foreign investors, the most common structures are:
• Sociedad Anónima (S.A.) – Corporation: Suitable for large-scale projects with staged capital deployment. Capital ownership is divided into shares, and shareholders have limited liability, with a clear shareholder registry. It is more complex and costly to establish and is subject to greater regulatory oversight and reporting requirements. This structure is preferred by authorities because it offers high transparency and meets government reporting and compliance standards.
• Sociedad por Acciones Simplificada (S.A.S.) – Simplified Shares Company: The Sociedad por Acciones Simplificada (S.A.S.) is a flexible and fast-to-incorporate corporate structure, ideal for startups and innovative, tech-driven businesses. It may be suitable for early-stage or innovation-focused technology enterprises, but it comes with mandatory annual audits, employment requirements, restrictions on capital withdrawals, etc. While easy to set up, the S.A.S. needs extra safeguards to prevent risks from low funding or limited oversight.
• Sociedad de Responsabilidad Limitada (S.R.L.) – Limited Liability Company: The S.R.L. is ideal for small and medium-sized enterprises (SMEs). Liability is limited to the capital contributed, and the structure is simple, cost-effective, and allows 2–50 partners. However, S.R.L.s are subject to higher employment commitments, require capital to remain in the company for a set period, and have enhanced monitoring obligations.
• Monotributo – Simplified Tax Regime: Monotributo is a simplified tax system for small taxpayers, combining taxes and social security into one monthly payment, with revenue limits.
1. Company Registration: Reserving the company name, drafting and notarizing the articles of association, depositing initial capital at the Banco de la Nación Argentina, and registration with the Public Registry of Commerce of CABA – IGJ, partner details, corporate purpose, capital contributions, duration, managers (gerentes) are appointed, and registered office in Buenos Aires.
2. Obtaining the CUIT: Obtain the Unique Tax Identification Key (Clave Única de Identificación Tributaria – CUIT) from the Federal Administration of Public Revenue (AFIP), which serves as the company’s official tax identification number.