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Corporate governance refers to the set of rules, practices, and processes that direct and control how companies are managed and operated. In Argentina, corporate governance is particularly important due to the country’s vibrant business sector, growing international investments, and evolving regulatory requirements. Argentine corporate governance combines local business customs with international standards, especially for publicly traded companies. Good corporate governance is essential for ensuring transparency, accountability, and the long-term success of a company.
Navigating corporate governance can be challenging, especially for business owners and company directors unfamiliar with the legal landscape in Argentina. You may need the help of a lawyer in several scenarios, such as:
Legal advice helps prevent costly mistakes and ensures your company operates within the law while protecting the interests of stakeholders.
Corporate governance in Argentina is primarily governed by the Argentine General Corporations Law (Ley de Sociedades Comerciales, Law 19.550). This law outlines the obligations of directors, rights of shareholders, and reporting requirements for companies. Publicly traded companies must also comply with regulations from the Argentine Securities and Exchange Commission (Comisión Nacional de Valores, CNV), which incorporate additional governance standards to align with global best practices. Key elements include:
Other relevant laws may also apply depending on the type of business and activity, such as the Capital Markets Law and the Anti-Corruption Law.
The Argentine General Corporations Law (Law 19.550) is the main law, complemented by regulations from the CNV for listed companies.
The board of directors is primarily responsible for governance, although shareholders and managers also have specific roles and duties.
Yes, publicly traded companies must meet additional requirements set by the CNV, including audit committees, higher disclosure standards, and stricter board independence rules.
Minority shareholders have rights to information, participation in meetings, and protections against abusive conduct by majority holders, including the ability to challenge resolutions in court.
Directors must disclose any conflict of interest, abstain from related decisions, and companies are required to document these cases in their records.
Directors must act with loyalty, diligence, and in the best interests of the company, avoiding self-dealing and disclosing potential conflicts of interest.
Directors can face civil and criminal liability, including fines, removal from office, and claims for damages if found liable for negligence or misconduct.
Yes, all registered companies must hold annual shareholders’ meetings to approve financial statements, elect or re-elect board members, and discuss other key matters.
Audit committees provide oversight of financial reporting, internal controls, and the company’s relationship with external auditors, strengthening governance especially in publicly listed entities.
Yes, foreign shareholders can participate on equal terms but must comply with local regulations, including registration and disclosure requirements.
Knowledgeable guidance can be found through the following resources and organizations:
If you believe you need legal assistance in the area of corporate governance, consider the following actions:
Professional legal guidance will help your company avoid potential pitfalls and strengthen its governance structure for long-term success.
