20 June 2009

Argentina Corporations (S.A. - Sociedad Anónima)

Corporations (S.A. - sociedad anónima) are the most common type of legal entities in Argentina. Some of the properties of corporations in Argentina:
  • Capital: Ownership is represented by non-endorsable shares. Share certificates are optional. Bearer shares are not permitted. A minimum capital of $12,000 pesos is required (About $3000 USD). A minimum of 25% of the authorized capital must be paid in during incorporation and the rest within 2 years.
  • Shareholders: a minimum of two, no maximum. No one shareholder can control more than 98% of the capital stock. Shareholders can be Argentine companies, foreign companies, or individuals from any country.
  • Shareholder Meetings: Corporations are officially governed through meetings. Meetings must be announced and the resolutions published in the Official Bulletin unless resolutions are adopted unanimously by 100% of all voting shares (i.e. everyone must be present at the meeting and all resolutions must be unanimously, otherwise you must publish). Most important business of the company such as approval of the financial statements, appointment of directors, payment of dividends, etc., must be approved in shareholder meetings before it can be authorized.
  • Board of Directors: A majority of board members must reside in Argentina. There are no nationality requirements for board members. The board must have a President, who is the legal representative of the company and will need to sign company documents, do official company business, and appear before government bodies.
  • IGJ Tax: Corporations pay an annual tax to the IGJ based on their authorized capital and the change in capital based on the last set of financial statements presented. For a company with the minimum capital of $12,000 pesos, the tax would be $400 pesos. Things get more complicated, however, if the company fails to present its financial statemets and the tax goes up.
  • Audited Financial Statements: Corporations are required to present audited financial statements on a yearly basis.
  • Shares Freely Transferable: The shares of an SA can be transferred freely without restrictions and with limited hassle.
Who Shouldn't Form a Sociedad Anónima
The Argentina Companies Law prescribes many different formalities for corporations, such as shareholder meetings, formal resolutions, share voting, etc. If you are planning on running a small business, I do not recommend forming a sociedad anónima, as it will lead to lots of beurocracy, paperwork, and other administrative burdens. For the small business owner, there really is no reason to form a corporation.

Who Should Form a Sociedad Anónima
On the other hand, if you're forming a large company, with many investors, and there is a need to facilitate the easy transfer of shares to allow investors to enter and exit the company at will, a sociedad anónima is ideal and is designed for this purpose. The formalities that exist are there for the protection of the shareholders and ensure that management can't make decisions unchecked.

1 comment:

  1. Nice summary - just a small correction: to my knowledge it is not the resolutions of a shareholder meeting that are published, only the calling of the meeting ("convocatoria") with the points to be discussed. If the publication is omitted the meeting will be valid only if all shareholders are present and agree on everything ("asamblea unanime").