Registration of foreign companies in Argentina
Foreign companies enjoy a free and business-friendly local environment1. However, the registration of foreign companies in Argentina is the first step to set up a business structure.
To incorporate a brand new subsidiary2 in Argentina or take interest in an already existing company, foreign companies must first register themselves with the Public Registry, filing certain documents.
Requirements of the Public Registry of the Autonomous City of Buenos Aires
The Public Registry of the Autonomous City of Buenos Aires is in charge of a federal agency: the General Inspectorate of Justice (Inspección General de Justicia, or IGJ), which regulates the requirements and procedures for a number of corporate acts that require registration, such as incorporation of companies, appointment of their managers, amendments of their by-laws, share capital modifications, mergers and acquisitions, and dissolutions and liquidations.
The ease of registering a foreign company with the Public Registry of the Autonomous City of Buenos Aires has been significantly improved by the IGJ3. The current requirements are the following:
- A certificate issued by the registry authority of the foreign company´s jurisdiction of origin, attesting the registration and existence of the company in such jurisdiction, and dated no more than six months before the filing date with the Public Registry (certificate of good standing);
- The articles of incorporations, and by-laws, as amended;
- The relevant corporate resolution
- The decision to register the foreign company with the Public Registry to participate in a company incorporated in Argentina;
- The closing date of its fiscal year;
- A statement that the foreign company is not subject to liquidation, or any other legal procedure imposing restrictions on its assets or activities;
- The registered office the foreign company will have within the jurisdiction of the Autonomous City of Buenos Aires, or the express authorization for the legal representative to set it; and
- The appointment of one or more individuals to serve as legal representatives, indicating a postal address, and an email, binding both for any communication referring to the performance and resignation of the legal representative. One or more alternate legal representatives may be also appointed.
In case that more than one legal representative has been appointed, they may act interchangeably of jointly according to the powers granted by the corporate resolution.
- A sworn affidavit issued by the appointed legal representative disclosing the foreign company's final beneficiaries (those individuals who have at least twenty percent (20%) of the share capital or voting rights of a legal entity, or who by other means exercise final, direct or indirect control over a legal entity or other legal structure).
- All documents coming from abroad must be submitted with those formalities required by the law of their country of origin, their content and signatures certified by a public notary where appropriate, and legalized by the Hague Apostille or Consular intervention, as the case may be. Before filing, all documents are to be translated into Spanish by an Argentinean certified public translator.
If the foreign company applying for registration is set up, registered or incorporated in countries and jurisdictions considered non-cooperative for the purposes of fiscal transparency and/or the fight against Money Laundering and Financing of Terrorism, the IGJ will require proof on the existence of significant economic activities abroad, and will strictly evaluate the evidences submitted.
1. See our post about Foreign Investments in Argentina on our Legal Blog: http://cspabogados.com.ar/en/foreign-investments-in-argentina/.
2. To review the different legal vehicles available for doing business in Argentina, please, you can read on our Legal Blog: http://cspabogados.com.ar/en/corporate-regime-of-argentina/.
3. On the issue, please, read the article on our Legal Blog: http://cspabogados.com.ar/en/foreign-companies-registration-in-argentina/.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.