Best Investment & Business Structuring Lawyers in Argentina

1. About Investment & Business Structuring Law in Argentina

Investment and business structuring law in Argentina governs how individuals and companies create, reorganize, and operate local entities for commercial purposes. It covers corporate forms, foreign investment rules, governance, and compliance obligations. It also shapes how cross border investments are registered and how profits are repatriated while adhering to tax and anti money laundering rules.

Key areas include choosing between corporate forms such as Sociedad por Acciones Simplificada (SAS) and Sociedad de Responsabilidad Limitada (SRL), registering investments with the authorities, and ensuring ongoing corporate governance and reporting. Argentine law emphasizes transparency and accurate record keeping for shareholders, directors and beneficial owners. A qualified legal counsel helps navigate provincial and national requirements and align structuring with tax and regulatory objectives.

For residents and foreign investors, understanding the interaction between corporate law, tax law and exchange controls is essential. The landscape evolves with reforms aimed at improving ease of doing business while maintaining compliance standards. A local attorney can tailor a structure to your industry, capital obligations, and long term plans.

“The Argentine framework for corporate structuring combines federal and provincial registration, with notable emphasis on corporate forms and foreign investment regimes.”

2. Why You May Need a Lawyer

• Setting up a local entity for foreign investment - A foreign parent company wants to establish a local Argentine subsidiary. A lawyer helps choose between SAS, SRL, or a branch, drafts bylaws in Spanish, and handles registration with IGJ or the provincial registry. They also secure a tax ID (CUIT) with AFIP and advise on repatriation and transfer pricing considerations.
• Acquiring an existing Argentine business - In a cross border acquisition, due diligence covers corporate validity, debts, labor obligations, and tax compliance. An attorney coordinates with AFIP, IGJ, and potential creditor consents, and helps negotiate share transfer agreements under Law 19.550.
• Reorganizing through merger or spin off - A Chilean tech firm plans a merger with an Argentine startup. A lawyer guides regulatory approvals, ensures fair value exchange, and aligns the process with Argentine corporate law and antitrust rules administered by the CNDC.
• Establishing corporate governance and compliance programs - A Latin American subsidiary must implement director duties, annual filings with IGJ, and consistent accounting under local GAAP, while meeting anti money laundering and beneficial ownership requirements.
• Managing foreign investment regulatory obligations - A multinational investor needs to register foreign capital inflows and comply with exchange controls administered by the central bank and AFIP, including ongoing reporting and performance of due diligence.
• Handling tax efficient structuring and transfer pricing - A group reorganizes to optimize value chains while staying compliant with the Argentine transfer pricing rules and local tax filings.

3. Local Laws Overview

• Ley de Sociedades Comerciales, Ley 19.550 - The main statute governing corporate formation, capital, governance, and dissolution of Argentine commercial companies. It sets rules for directors, shareholder rights, and corporate acts. This law is frequently amended to reflect evolving corporate practices. InfoLEG provides the official text and amendments.
• Ley de Inversiones Extranjeras, Ley 21.382 - Regulates foreign investment, defines the rights of foreign investors, and outlines registration and repatriation procedures. It interacts with exchange controls and tax regimes applicable to foreign capital. Official information and updates are available on InfoLEG.
• Ley de Sociedades por Acciones Simplificada, Ley 27.430 - Establishes the SAS form, designed to simplify incorporation and reduce initial capital requirements for small and medium sized ventures. It includes governance provisions, online filing options, and public registry requirements. Regulatory details and updates are available on InfoLEG.

Notes on dates and changes: The Ley de Sociedades Comerciales (19.550) dates from the early 1970s and remains the backbone of corporate law with numerous reforms. The Ley 21.382 (Inversiones Extranjeras) has guided foreign capital since the 1970s and remains a reference point for investment structuring. SAS (27.430) was introduced to facilitate easier incorporation for private ventures and has been subject to subsequent regulatory adjustments. For exact articles and reform dates, consult InfoLEG and official gazettes.

Authorities and sources - For procedural guidance on corporate formation and compliance in Argentina, refer to official sources such as AFIP for tax registration and IGJ for company filings. See links below for primary sources.

“Foreign investors must register their investment and obtain a CUIT, while ongoing compliance is coordinated through AFIP and the local company registry.”

4. Frequently Asked Questions

What is the main difference between SAS and SRL in Argentina?

Both are popular for small and medium ventures. SAS typically offers flexible governance and easier online administration, while SRL has stricter formalities and cap limits. Your choice affects setup costs, annual filings, and management structure.

How do I register a new Argentine company as a foreign investor?

You generally select the entity type, draft bylaws in Spanish, register with IGJ or the local registry, and obtain a CUIT from AFIP. A local attorney coordinates filings and ensures compliance with foreign investment rules.

When must annual financial statements be filed in Argentina?

Private companies file annual financial statements with the local registry, with obligations varying by size and form. Listed companies have additional reporting requirements under applicable stock market regulations.

Where can I find official laws governing investments in Argentina?

Official laws are published on InfoLEG, a government portal hosting statutes and amendments. You can search by law number to access the full text and updates.

Why should a foreign investor hire a local lawyer for corporate structuring?

A local attorney understands regulatory nuances, currency controls, and jurisdictional filing requirements. They help avoid errors that could trigger fines or delays in incorporation and approval processes.

Can a SAS be owned entirely by foreign individuals or companies?

Yes, foreign ownership is permitted for SAS, SRL, and other forms, but you must comply with registration and reporting obligations. Certain sectors may have additional restrictions or timing requirements.

Do I need to translate and apostille documents for Argentina?

Spanish translations are typically required for official filings. Some documents may require apostilles for recognition in Argentina, depending on the issuing country and purpose.

Is there a formal process to convert a company from SRL to SAS in Argentina?

Yes, you can convert through a formal amendment process that updates bylaws, governance, and share structure. This usually requires notarial authentication and registry notification.

How long does it take to establish a new company in Argentina?

In practice, incorporation can take 2 to 6 weeks, depending on the entity type, completeness of documentation, and registry processing times. Faster online filings are available for SAS in many jurisdictions.

What are typical costs to incorporate a SAS in Argentina?

Costs include notary fees, registry filing charges, and legal professional fees. Expect several hundred to a few thousand USD equivalent, depending on complexity and location.

Should I conduct due diligence before buying a business in Argentina?

Yes, due diligence should cover corporate structure, tax compliance, labor obligations, and existing contracts. It reduces risk and informs purchase agreements and price adjustments.

What is the role of AFIP in corporate structuring?

AFIP oversees tax registrations, accounting obligations, and cross border reporting. It provides CUIT numbers and enforces compliance for VAT, income tax, and other duties.

5. Additional Resources

• Administración Federal de Ingresos Públicos (AFIP) - National tax authority that handles CUIT registration, tax filings, and customs. Website: afip.gob.ar.
• Inspección General de Justicia (IGJ) - Regulates corporate filings, registrations, and public company records at the national level or through provincial equivalents. Website: igj.gob.ar.
• InfoLEG - Official repository of Argentine laws and decrees, including Ley 19.550, Ley 21.382, and Ley 27.430. Website: infoleg.gob.ar.

6. Next Steps

1. Clarify your objective and preferred entity type (SAS, SRL, or branch) based on business plan and capital structure. Estimate compliance costs and ongoing filing requirements.
2. Gather essential documents before engaging counsel, including corporate IDs, shareholder information, and any existing contracts or licenses.
3. Consult with a qualified Argentine business lawyer to assess the best structure for tax, governance, and regulatory compliance.
4. Draft and review bylaws, share structure, and appointment of directors or managers with local counsel and, if needed, notary validation.
5. Complete registration with IGJ or the appropriate provincial registry and obtain the CUIT from AFIP for tax purposes.
6. Set up compliant accounting, reporting, and anti money laundering practices aligned with Argentine standards.
7. Plan for ongoing regulatory reviews and annual filings, incorporating a calendar of deadlines and renewal requirements.