I want to set up a corporation (S.A.) in Argentina
If your project will bring in investors, issue shares or scale up, the corporation (S.A.) may be the right type. It requires a public deed, minimum capital, a board of directors and — where applicable — a statutory audit. Here are the requirements and the step by step.
The S.A. divides its capital into shares (easy to transfer), has no cap on shareholders and is run by a board of directors. It is more complex and costly than the SRL, but better suited to investment and scale.
- Define shareholders, share classes and capital
- Check the minimum capital in force
- Draft the by-laws by public deed
- Appoint the board (and a statutory auditor if applicable)
- Pay in 25% of capital in cash (or all of it, if single-shareholder)
- Register with the supervisory authority and the Registry
Requirements of the corporation
The S.A. is formed by public deed and a single act (or by public subscription, now exceptional). Besides the general requirements (sec. 11), the by-laws set out the nature and classes of shares, the subscription and payment of capital, and the appointment of directors and auditors (sec. 166 CA).
The capital must be fully subscribed and not below the legal minimum, updated from time to time by the Executive (sec. 186 CA).
Bodies: board and statutory audit
It is run by a board of one or more directors (at least three in companies under sec. 299). Private oversight lies with the statutory audit, mandatory for sec. 299 companies and waivable by the others if the by-laws so provide (secs. 255, 284).
The single-shareholder corporation (SAU) falls under sec. 299: it requires a board of at least three members, a statutory audit and full payment of capital.
Steps and registration
After drafting the by-laws, the capital is paid in, the supervisory authority (IGJ/CNV) reviews the file, and the company is registered (secs. 167, 187). It is advisable to define the purpose, share classes and statutory majorities from the outset.
Common mistakes
- Setting a token capital for the purpose
- Ignoring whether the company falls under sec. 299 (more bodies and costs)
- Not providing for directors' domicile (a majority with real domicile in the country)
- Omitting the S.A. or S.A.U. suffix in the name
- Failing to plan share classes and majorities for key decisions
Applicable rules
- Sec. 163 CA — the corporation.
- Sec. 186 CA — capital and subscription.
- Sec. 255 CA — board of directors.
Frequently asked questions
What is the minimum capital of a corporation?
Do I need a statutory auditor?
Can I have a single-shareholder corporation?
Setting up a corporation?
We advise on capital, share classes and bodies, and handle the registration.
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