Freedom of formalities:
Shareholders may determine the corporate structure and the rules governing the operation of the corporate bodies.
When the corporation has only one shareholder, he may exercise the powers conferred by law to the corporate bodies, so long as they are compatible, including the powers of the legal representative.
Managers who must participate in the management meeting may hold self-convened meetings to deliberate without prior notice. The same rule applies for shareholders´ meetings.
Decisions adopted at the directors´ meeting will be valid if all directors attend the meeting and the order of business is approved by the majority vote as set forth in the Articles of Incorporation.
Decisions adopted at the shareholders´ meeting will be valid if all shareholders representing 100% of the capital attend the meeting and the order of business is unanimously approved.
The management of SAS will be performed by one or more natural persons, shareholders or not, appointed for a fix or indefinite term in the Articles of Incorporation or at a subsequent stage.
In the event there is no auditing body, at least one alternate manager must be appointed. The appointments and dismissals of managers must be registered in the Public Registry of Commerce (IGJ).
If the management body is composed of more than one member, the Articles of Incorporation may establish the powers of each manager or provide that these powers be jointly performed. Moreover, at least one manager must be domiciled in Argentina.
Foreign managers must have an Identification Code ("CDI") and appoint a representative in Argentina. Furthermore, they must establish a domicile in Argentina where notices will be served.
Meetings of the management body.
Notice of the meetings of the management body as well as the order of the day may be served by digital means. Receipt must be required.
Meetings may be held at the place of business or at any other place, using the means necessary for members to communicate with each other simultaneously.
The minutes must be signed by the manager or legal representative. The certificates of agreement to use the digital means must be kept.
The legal representation of the SAS may also be in charge of one or more natural persons, shareholders or not, appointed in accordance with the provisions of the Articles of Incorporation.
Absent a provision in the Articles of Incorporation, the appointment must be made by shareholders at the shareholders' meeting or otherwise by the sole shareholder.
The legal representative may perform all acts and execute all agreements that fall within the scope of the corporate purpose or that are directly or indirectly related to it.
The liability of directors of Corporation under the Companies Law will be applicable to SAS managers.
In addition, individuals who are not managers or legal representatives of a SAS, or legal persons who participate in a corporate management activity, will be liable the same way directors do, and their liability will be extended to the acts in which they have not intervene but which they habitually performed.
The shareholders' meeting is the SAS executive body.
The Articles of Incorporation may provide that the shareholders' meetings be held at the place of business or at any other place, using the means necessary for shareholders to communicate with each other simultaneously. The minutes of the meeting must be signed by the manager or legal representative, and the certificates evidencing the means used to communicate must be kept.
Notwithstanding this, decisions adopted by shareholders, notified to the management body by any reliable means, within ten (10) days of giving them notice of simultaneous request will be deemed valid. Decisions resulting from a written statement in which all shareholders express their vote will also be deemed valid.
When SAS have only one shareholder, decisions will be adopted by said shareholder. The shareholder must include the decision in minutes kept in the corporate books.
Call for meetings.
Notices and call for meetings to shareholders must be served in the domicile indicated in the Articles of Incorporation, unless change in domicile has been noticed to the management body.
The Articles of Incorporation may establish a controlling and auditing body, which will be governed by the provisions of the Articles of Incorporation and, additionally, by the Companies Law.
In the event there is a dispute concerning the operation of the SAS and the development of its business, the shareholders, managers, and the members of the auditing body, if any, will try to solve the dispute amicably. The Articles of Incorporation may establish that the disputes may be solved by arbitrators.
SAS must have financial statements which include the statement of financial position and the income statement which must be included in the inventory and balance sheet book.
In this case, the Argentine Tax Authorities (AFIP) will determine the content and formalities of the filing of the financial statements through applications or digital systems of simplified information.
SAS must keep the following books:
- Minutes book;
- Book of shares;
- Inventory and balance sheet book.
All records must be identified and filed by digital means with IGJ.
IGJ may regulate and implement mechanisms to allow SAS to replace the abovementioned books with digital means and/or by the creation of a webpage where the information of said records is uploaded.
Digital power of attorney.
The Bylaws of the SAS, the amendments and the powers of attorneys and revocations granted by the representatives may be made by a digital notarial record. Even if the power was granted in printed format, its first copy must be made digitally with the digital signature of the authorized person. In these cases, the filing of these documents with IGJ must be exclusively made in digital format.
Financial entities must provide for the mechanisms to authorize SAS to open an account in a maximum period to be determined by law. The SAS is only required to file the Articles of Incorporation and a certificate of the Single Tax Identification Code (CUIT). Financial entities do not have to grant loans to the SAS owner of an account.
The SAS registered at IGJ is entitled to obtain its Single Tax Identification Code (CUIT) within 24 hours after filing the documentation on AFIP webpage or at any of AFIP offices. The SAS is not required to file evidence of its domicile when the proceedings were initiated, but they have to do so within 12 months as from the incorporation.
SAS shareholders who are not Argentine residents may obtain their Identification Code (CDI) within 24 hours after the documentation was filed on AFIP webpage or at any of AFIP offices.
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.