01 What does it mean to start a company in Argentina?
A business can carry out commercial activities without necessarily being incorporated as a company. However, when there are partners, when the goal is to separate personal assets from business assets, or when a structure designed for growth is needed, incorporating a company may be an appropriate option.
A company incorporated under Argentine law is a legal entity separate from its partners or shareholders. The incorporation instrument must be registered with the relevant Public Registry corresponding to the company's registered address.
02 What type of company do you need?
One of the most common mistakes is choosing a company structure solely because of its cost or because someone else used the same type of entity.
Among the most commonly used alternatives in Argentina are the SAS, SRL, SA and SAU.
03 SAS, SRL or SA: which one is right for you?
There is no universal answer. The choice should take into account the number of partners, the business activity, assets, investment, management and projected growth.
Simplified Joint-Stock Company
It can be particularly attractive for entrepreneurs, startups and certain projects seeking a flexible structure.
Limited Liability Company
A traditional structure for small and medium-sized businesses with a relatively closed group of partners.
Joint-Stock Company
A share-based structure that may be suitable for more complex business organizations.
Single-Member Joint-Stock Company
An alternative provided for under Argentina's General Companies Law when one person needs to incorporate a joint-stock company.
| Tipo | Structure | Can be single-member | Typical profile |
|---|---|---|---|
| SAS | Shares | Yes | Startups / ventures |
| SRL | Quotas | No | SMEs / closed ownership groups |
| SA | Shares | No | Companies / investors |
| SAU | Shares | Yes | Single-member joint-stock company |
04 Define who the partners or shareholders will be
Before drafting the bylaws or company agreement, it is necessary to define who will participate in the company and what percentage each person will hold.
However, the ownership percentage should not be the only issue considered.
What happens if a partner wants to sell?
It is advisable to establish mechanisms to prevent conflicts and organize a potential transfer.
What happens if a partner stops working?
A partner's departure may require specific rules agreed upon in advance.
What happens if an investor appears?
The structure should make it possible to properly accommodate a future investment.
What happens if there is a conflict?
Anticipating deadlock scenarios can be crucial to protecting the continuity of the business.
05 Choose the company name
The company needs a name that identifies it and complies with the requirements of the relevant jurisdiction.
Before definitively choosing a name, it is also advisable to review company-name availability, existing trademarks, trade names, domain names and social media accounts.
06 Registered address and corporate headquarters
The company must have a registered address within the relevant jurisdiction. Its corporate headquarters must also be determined in accordance with applicable regulations.
The headquarters is particularly important because legal effects may arise there and certain notices may be served there.
07 Define the corporate purpose
The corporate purpose determines which activities the company will carry out. This point can be much more important than it may appear.
A poorly designed corporate purpose can create problems when the company wants to add new activities, enter into certain contracts, obtain permits, work with banks or bring in investors.
08 Determine the share capital
Another fundamental point is determining how much capital the company will have and how it will be contributed.
Capital may be contributed in cash or, where regulations allow, through certain assets that can be valued.
There should be a reasonable relationship between the legal structure and the business activity to be carried out.
09 Define who will manage the company
The incorporation process also requires determining who will be responsible for the management and representation of the company.
Management
Determine who manages the company and for how long.
Representation
Establish who may act on behalf of the company before third parties.
Powers
Define the scope of the managers' or directors' powers.
Documentation
Comply with acceptance-of-office requirements and other applicable formalities.
10 Draft the bylaws or company agreement
The incorporation instrument establishes the fundamental rules governing the operation of the company.
It may regulate the company name, registered address, corporate purpose, duration, capital, ownership interests, management, representation, operation of corporate bodies, transfer of interests and distribution of profits, among other matters.
11 Sign and certify the documentation
The incorporation instrument must comply with the formalities applicable to the company type and jurisdiction.
Depending on the structure, different signing and certification methods may apply.
12 Publish the legal notice
Depending on the type of company, the corresponding publication must be made in the Official Gazette.
This step is part of the formal incorporation process and should not be confused with final registration.
13 File the company with the Public Registry
The company must be filed with the relevant registration authority.
En CABA, el organismo competente es la General Inspectorate of Justice (IGJ).
14 How long does it take to incorporate a company?
There is no single timeframe for all companies. Timing depends on the company type, jurisdiction, filing method, documentation and any observations or requirements.
The jurisdiction and company type are decisive.
15 How much does it cost to start a company?
The cost depends on the type of company, jurisdiction and incorporation method.
16 Obtain a CUIT and tax registration
Company incorporation does not end with registration. The company must also complete its tax obligations.
Depending on the activity and jurisdiction, the relevant tax registrations must be assessed.
17 Open a business bank account
Once the company has been incorporated and the necessary documentation obtained, the process of opening a bank account in the company's name can begin.
The bank may request documentation relating to the bylaws, registration, CUIT, company officers, beneficial owners, business activity, source of funds and partner or shareholder documentation.
18 What happens after incorporating the company?
One of the most common mistakes is thinking the work ends when the registered bylaws are received.
In reality, that is where the company's corporate life begins.
Libros societarios
Maintain the company's corporate documentation properly.
Financial statements
Comply with the applicable accounting obligations.
Minutes and decisions
Properly document corporate decisions.
Tax obligations
Keep the company's tax status up to date.
19 Mistakes to avoid
Choosing based only on price
The cheapest option today may become inconvenient if the company grows.
Copying someone else's bylaws
Two companies can have completely different needs.
Failing to regulate the relationship between partners
Many conflicts begin because no one agreed in advance on what would happen if one partner wanted to leave.
Failing to think about the future
The structure should account for investment, growth and changes in the business.
20 Can a foreigner start a company?
Yes. Argentine law contemplates the participation of foreign individuals and legal entities in certain company structures, although additional requirements may apply.
The required documentation will depend on the chosen structure and the specific circumstances of the foreign investor.
21 Can I start a company without traveling to Argentina?
En determinados casos es posible organizar el proceso sin que todos the interested parties have to travel physically to Argentina.
The specific possibility will depend on the company type, jurisdiction, available documentation, signing and certification methods, and whether any participant acts through a power of attorney.
22 What is the best company structure for a business?
No existe una sociedad universalmente mejor. The choice depends on the project.
SAS
Puede ser adecuada para determinados emprendimientos que buscan flexibilidad.
SRL
Puede ser conveniente para empresas con una estructura with a more closed ownership structure.
SA
Puede resultar apropiada para proyectos con una estructura basada en acciones.
SAU
It may be an alternative when a single person needs a joint-stock company.
23 Checklist for starting a company
Before starting the process, you should have the following defined:
Do you want to start a company in Argentina?
Starting a company is a business decision, but it is also a legal decision. La estructura que elijas hoy puede afectar la forma en que tu empresa incorpora socios, recibe inversiones, celebra contratos, administra riesgos y crece.
En Sintowski Rahal Abogados asesoramos a emprendedores, empresarios, PyMEs e inversores en la company incorporation in Argentina.
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