Accounting, Finance and Tax

Fiscal structuring of transactions

The company is about to carry out a significant transaction — a sale, a reorganization, a capital contribution, bringing in a new partner — and needs to understand its tax treatment before signing.

In one line

This page covers specific transactions and their tax design. For the periodic review of the business's overall tax burden, see Tax planning.

First steps

Description of the planned transaction and its objective
Current corporate structure and interests involved
Valuation of the assets or interests at stake
Tax standing of the parties with the AFIP/ARCA and local tax authorities
Timeline and commercial terms of the transaction

Analyze before signing

Every significant transaction has tax consequences that should be understood before it is documented. We analyze the tax treatment applicable to transactions such as transfers of equity interests, corporate reorganizations, contributions in kind, sales of going concerns, or the admission of new partners and investors.

On that basis, we assess the alternatives the law allows for structuring the transaction in an orderly way, taking into account the national, provincial, and municipal taxes that may apply.

Reorganizations and groups

For reorganizations — mergers, spin-offs, conversions — Argentine law provides regimes that, once certain requirements are met, allow them to be carried out without triggering certain tax effects. We verify in each case whether the transaction can qualify and what precautions it requires.

We work in an integrated way with the firm's corporate and contract law team, so that the tax design and the legal instrument are consistent with each other.

Common mistakes

Signing the transaction and only consulting on its tax impact afterward
Ignoring provincial taxes such as stamp tax or gross receipts tax
Failing to verify the requirements of reorganization regimes before applying them
Misaligning the legal instrument with the tax design
Assuming favorable tax treatment without support in the applicable rules

Frequently asked questions

When is it best to carry out this analysis?

Before the transaction is documented. Once signed, there is less room to organize it from a tax standpoint, and effects that could have been avoided may already be locked in.

Do corporate reorganizations get special tax treatment?

Argentine law provides regimes that, once certain requirements are met, allow companies to reorganize without triggering certain tax effects. We verify in each case whether the transaction can qualify and what precautions it requires.

Are provincial taxes analyzed as well?

Yes. In addition to national taxes, we consider provincial and municipal levies such as stamp tax or gross receipts tax, which often apply to this type of transaction.

Does this analysis replace advice for my specific case?

No. This is general guidance; each transaction requires a specific professional analysis of its facts and of the rules in force at the time it is carried out.

This page is informational and does not replace professional advice on your specific case. It does not imply any promise of results.

Design your transaction with tax considerations in mind

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