Capital and Shareholders – At least two shareholders, which can be legal entities or individuals, are required to set up an SA. The minimum capital required is ARS 100,000 (approximately USD 2,500 at the exchange rate at the time of writing this report). While the share capital must be fully subscribed at the time of incorporation, only 25% need be paid up on such shares, with the balance to be paid within two years thereafter. Contributions in kind of real estate, equipment or other non-monetary assets must be made in full at the time of subscription.
Capital is divided into shares that must be in registered form and denominated in Argentine currency. Except for specific cases provided by the law, there are no nationality or residency requirements. Foreign individuals, whether residents in Argentina or not, and foreign companies may hold up to 100% of the capital. Shares must be of equal par value and have equal rights within the same class. However, different classes of shares may be created. Transfers of shares are generally unrestricted, but restrictions may be included in the by-laws provided that they do not effectively prevent the transfer of shares.
Management and Representation – A board of directors elected at a shareholder meeting manages the SA. Directors, and even the president of the company, may be foreigners. Even so, the majority of the board members must be Argentine residents.
Shareholder Meetings – A shareholder meeting must be held at least once a year to consider the annual financial statement, the allocation of the results of the fiscal year, and the appointment of directors and statutory supervisors.
Shareholder resolutions must be recorded in an appropriate minute book.
SAs must keep a share registry book as well as books on attendance at shareholder meetings and the minutes of boardroom and shareholder meetings. Accounting books must be kept, and, if applicable, a supervisory committee minutes book.
Supervision – Argentine companies are subject to the external supervision of the IGJ and the internal supervision of controllers or supervisors (síndicos / comisión fiscalizadora) appointed by the shareholders, if required by law.
Shareholder Liability – Shareholders who have fully paid up their subscribed shares are in general not liable for the company's obligations beyond their capital contributions. Shareholders who are partly paid up in their shares are required to pay any outstanding balance within a maximum of two years from the date of subscription.
Any shareholder with a conflict of interest with those of the company has a duty to abstain from voting on any matter relating to that conflict. The shareholder who fails to comply with this provision will be responsible for any damages resulting from a final resolution of the matter in conflict if their vote contributed to the majority vote necessary to adopt the resolution. Shareholders who vote in favor of a resolution that is subsequently declared null are jointly and severally liable for any consequences.
The Liability of Directors and Managers - All directors and managers of an SA are subject to a standard of loyalty and diligence. Noncompliance with these standards results in unlimited joint and several liability for any damages that may arise.
If you have any question, don't hesitate to contact us.