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Company Registration Guide - Immi.Legal

If you’re looking to start a business in Argentina, you’ve got three main paths to choose from:

1 ) Build something new by creating your own company from scratch 

2 ) Buy shares in a company that’s already operating here

3 ) Set up a local branch or subsidiary of your existing company

For step-by-step guidance, refer to this detailed work plan for tourism companies seeking to establish themselves in Argentina, which also covers key aspects of company registration in Argentina.

Commercial Companies In Argentina- Complete Procedure

Under Argentina’s Law of Commercial Companies (Ley de Sociedades Comerciales), foreign investors can choose from different company types. The two most popular are:

  • A ) Corporation (Sociedad Anónima – SA)

  • B ) Limited Liability Company (Sociedad de Responsabilidad Limitada – SRL/LLC)

Unlike subsidiaries, these companies are only responsible for their own capital. This means the parent company abroad is not fully liable for the company’s debts. We’ll go into more detail about the subsidiary type of company representation a little further down.

Difference Between an SRL and an SA

In Argentina, businesses can choose between an SRL (Sociedad de Responsabilidad Limitada) and an SA (Sociedad Anónima): an SRL divides its capital into quotas, with 2 to 50 participants (called quotaholders) whose transfer of quotas requires consent, offering less bureaucracy and simpler management ideal for small to medium businesses; whereas an SA splits capital into shares that can be freely sold, requires at least two founders with no maximum, mandates a board of directors, and suits larger companies or those attracting investors, though it demands stricter corporate governance—highlighting SRL’s simplicity and participant limits versus SA’s flexibility and regulatory complexity.

 

Incorporated Business (SA) Overview

An SA (Sociedad Anónima) is a corporation where ownership belongs to the shareholders, and their liability is limited to the money they contribute.

Key features:

a ) Requires at least 2 shareholders (they can be individuals or companies).

b ) Shares may be listed on the stock exchange (but don’t have to be).

c ) Managed by a board of directors. Most board members must live in Argentina.

d ) No restrictions on shareholder nationality, but the majority of the board members must be residents of Argentina. If the board only has two members, at least one of them must be an Argentine resident

e ) Directors are responsible if they act negligently, break laws, or misuse their position.

f ) Must be set up through a public deed and registered with the Inspector General of Justice (IGJ) in Buenos Aires.

g ) Minimum required capital: The minimum investment capital in Argentina can vary due to economic fluctuations. At the moment, we suggest considering a range between USD 30,000 and USD 60,000. This is not a fixed legal requirement but rather a guideline from our team. In cases where you want to set up a company and reside in Argentina, consult with us for details. 

h ) Subject to internal and external audits.

Internal audits: usually done by trustees chosen by shareholders.

External audits: carried out by the PRC or other regulators, depending on the activity.

Example: Stock exchange companies → CNV; Banks → Central Bank (BCRA); Insurance → SSN.

Limited Liability Company (LLC / SRL)

An SRL (Sociedad de Responsabilidad Limitada), or LLC, is similar to an SA but with simpler rules and more flexibility.

Key features:

  • Can have up to 50 partners/50 persons in an LLC;
  • An LLC may not have an incorporated business as one of its partners.
  • Not allowed to list on the stock exchange.
  • Any change in partners requires an update to the company statutes.
  • Easier and more flexible to set up compared to an SA.
  • Partners’ liability is limited to their contributions, but they must also give mutual guarantees for those contributions.
  • Partners can own multiple shares. Transfers are generally allowed, though the company agreement may restrict them.
  • Managed by one or more managers (can be partners or outsiders). Managers are personally responsible, depending on the company’s rules.
  • It can be established by a public or private document, but must be registered with the PRC.
  • No minimum capital requirement, but capital should match the business purpose.

Argentinian Commercial Companies (SRL, SAS) - Complete Registration Procedure

– Prepare the draft social statute of the SAS, in accordance with the guidelines established in the Commercial Companies Law and the specific needs of the company.

– Compile the necessary documentation for the constitution of the SAS, including: ID of the founding partners, established domicile of the company.

– Determine social capital and form of integration. Appointment of administrators.

– Election of the oversight body (if applicable).

– Process the registration of the SAS in the corresponding Public Registry or IGJ. Obtain the Certificate of Registration in the Public Registry or IGJ.

 

– Open the company’s bank account. Register the SAS in the AFIP.

– Request the Unique Tax Identification Code (CUIT).

– Adhere to the corresponding provincial and municipal tax regimes.

– Register the SAS in the other corresponding public organizations (for example, Obra Social, ART, etc.).

– Legalize accounting books.

Foreign Branches and Subsidiaries in Argentina Overview

When a company opens an office in Argentina, it can do so as a branch or subsidiary. This doesn’t mean creating a brand-new company — instead, it’s an extension of the foreign company.

a ) The branch or subsidiary must be registered with the Public Registry of Commerce (PRC), but the company still follows the laws of the country where it was originally incorporated.

b ) A subsidiary can carry out the same activities as the head office, and a legal representative appointed by the company represents it.

c ) The head office remains responsible for all the subsidiary’s debts and liabilities, not just the money assigned to the Argentine branch.

d ) Even though the head office is responsible, the subsidiary must keep its own accounting records and submit regular financial statements to the PRC.

e ) The legal representative should have enough authority to handle daily operations, such as working with banks and local suppliers.

f ) Subsidiaries are supervised by the PRC and must follow the same rules as local corporations (called Sociedad Anónima or SA in Spanish).

Subsidiary Registration Requirements in Argentina

To open a foreign branch or subsidiary in Argentina, you’ll need to provide certain documents to the Public Registry of Commerce (PRC). Here’s what’s usually required:

1 ) Proof the company is valid in its home country

     a ) A certificate showing how long the company has been operating, that it isn’t being liquidated, and that it has no legal restrictions.
    b ) If such a certificate doesn’t exist, a report from a lawyer or notary in the company’s home country can be used instead.

2 ) Foreign Company Key Documents

     a ) Partnership agreement or company bylaws (plus any changes).

     b ) Resolution from the company’s governing body approving the branch or subsidiary in Argentina.

    • The company’s fiscal year-end date.
    • The address in Argentina (can be set by the legal representative).
    • Any capital assigned to the branch or subsidiary.
    • Appointment of a legal representative (must be an individual with Argentine residency).
    •  

3 ) Statements confirming

      • The company’s home country allows it to operate freely.
      • The company has assets or operations outside Argentina (like offices, property, investments, or shares in other companies).

A current list of company partners/shareholders.

4 ) Publication of a notice (edict) if required

Includes details about the branch (address, capital, fiscal year), the legal representative (personal info, powers, and limits), and the head office (statutes and amendments).

5 ) Representative’s declaration

  • Signed and notarized, with their personal data, authority, and local address.

B. Comprehensive Tax Module with Accounting Registration

Monthly – Medium Complexity

1. Information collection:

– Obtain and review purchase and sale invoices and other receipts that support the operations carried out by the company during the month.

– Collect information about the company’s income and expenses, including salaries, rent, utilities, etc.

– Verify the correct classification of expenses in the categories established by the AFIP. Obtain information about withholdings and payments made during the month.

2. Tax calculation:

– Calculate the debit and credit Value Added Tax (VAT), applying the rates corresponding to each type of operation.

– Calculate Internal Taxes, such as the Tax on Liquid and Gaseous Fuels, the Automobile Tax, and the Tax on Alcoholic Beverages, if applicable.

– Calculate provincial and municipal taxes.

3. Preparation of sworn statements:

– Prepare and present VAT, Internal Taxes, and provincial taxes declarations, using the AFIP forms and web systems.

– Verify the correct information and consistency of the declared data.

– Pay taxes and contributions through the means enabled by the AFIP and the corresponding treasury applications.

4. Advice and compliance with obligations:

– Keep the company’s tax information updated in the AFIP. File tax documentation and sworn statements submitted.

5. Other tasks:

– Perform bank reconciliations.

– Prepare financial reports for management.

C. Monotributo Registration and Qualification - Complete

Preparation of the required documentation. Data validation.

Address certification

 

Selection of the correct category before AFIP and the Tax office of the selected jurisdiction

 

Tax registration in AFIP. Single Tax Registry. Tax registration in the province or CABA Obtaining the SME Certificate

Bank key certification

 

Advice on tax obligations

D. Monotributo with Accounting Registration - Includes DGR and DIM

1. Information collection:

– Obtain and review the purchase and sale invoices that support the operations carried out by the monotributista during the month.

– Verify the correct classification of expenses in the categories established by the AFIP. Obtain information about the gross income of the monotributista.

2. Tax calculation:

– Verify that it does not exceed the established billing limits to keep the taxpayer in the regime.

– Calculate the Simplified Income Tax (I.G.S.), if the monotributista is adhered to the simplified regime.

3. Preparation of tax returns:

– Prepare national, provincial, and municipal tax settlements.

– Facilitate the payment of taxes through the means enabled by the AFIP and the entities involved.

4. Advice and compliance with obligations:

– Advise the monotributista on his tax obligations and tax developments that may affect his activity.

– Keep the monotributista’s tax information updated in the AFIP. File tax documentation and sworn statements submitted.

5. Other tasks:

– Perform bank reconciliations.

– Prepare financial reports for the monotributista.

Equal Rights for Foreign Investors

The Foreign Investment Law (Decree 1853/93) gives foreign investors the same rights as local ones. Investors can bring money, goods, or shares into Argentina and freely repatriate profits and capital at any time. Foreign companies can use any legal business structure, access local credit, and are treated equally in activities like technology transfers. The system is overseen by the Ministry of Economy to ensure transparency and security.