I want to set up an SRL (limited liability company) in Argentina
To set up a limited liability company (SRL) for your business you need to define partners, capital, corporate purpose and management, draft the articles and register them (IGJ in the City of Buenos Aires, or the provincial registry). Here are the steps, timelines and mistakes to avoid.
The SRL is the type most chosen by SMEs: liability limited to the contributions, a simple structure and up to 50 partners. If you plan to bring in investors or go public, an S.A. may suit you better.
- Define the partners (up to 50) and their holdings
- Choose a name with the suffix S.R.L. and check availability
- Draft a precise and specific corporate purpose
- Set the capital and how it is paid in (25% in cash, the rest within 2 years)
- Appoint manager(s) and a registered seat
- Draft and register the articles and publish the notice
Requirements to form an SRL
The articles must contain the partners' details, the name with the suffix S.R.L., the domicile, a precise purpose, the capital divided into quotas, the term, the organisation of management and the rules for allocating results (sec. 11 CA).
The capital is fully subscribed on formation; cash contributions are paid in at a minimum of 25%, with the remainder within two years; contributions in kind, in full (sec. 149 CA).
Steps and timeline
The articles are drafted (public deed or private instrument with certified signatures), a notice is published (sec. 10 CA) and registration is filed with the Public Registry. Timelines depend on the registry and on whether model articles are used.
It is advisable to reserve the name, obtain a tax ID and set the registered seat separately so a move within the same jurisdiction does not require amending the articles.
Liability and management
Partners limit their liability to paying in their quotas, but jointly guarantee to third parties that the contributions are paid in (sec. 150 CA). Management lies with one or more managers, partners or not, held to the same duty of diligence as directors of an S.A. (sec. 157 CA).
Common mistakes
- Setting a vague or unlimited corporate purpose (often objected to)
- Not distinguishing domicile (jurisdiction) from seat (exact address)
- Omitting the S.R.L. suffix in documents (makes the manager liable, sec. 147)
- Under- or over-valuing contributions in kind
- Not providing for quota-transfer or dispute-resolution clauses
Applicable rules
- Sec. 146 CA — the SRL.
- Sec. 149 CA — subscription and payment of capital.
- Sec. 11 CA — contents of the articles.
Frequently asked questions
How many partners do I need for an SRL?
How much capital is required?
Is liability fully limited?
Can I be the sole partner?
Want to set up your SRL without mistakes?
The firm drafts the articles, handles registration and advises on the type that best suits you.
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