Company incorporation

Forming an SA

You are undertaking a project of some scale, with the possibility of adding shareholders or investors and a need for a robust governance structure.

In one line

The SA is governed by Sections 163 et seq. of Law 19,550; its capital is represented by shares and its management is carried out by a board of directors, unlike the SRL or the SAS.

First steps

Define the shareholders, capital and classes of shares
Choose a company name with the SA designation
Draft the corporate purpose and the board of directors' regime
Set the capital and its subscription and payment terms
Establish the regime for general meetings and oversight

The SA as a business vehicle

The Sociedad Anónima (SA) is regulated by Sections 163 et seq. of Law 19,550. Its capital is divided into shares and shareholders limit their liability to the amount paid up on their shares, which makes it suitable for projects that anticipate bringing in capital.

Management is entrusted to a board of directors, and oversight may be carried out by a statutory auditor, depending on the bylaws and the company's classification. It is a form suited to larger-scale companies or those with growth ambitions.

Bylaws, corporate bodies and shares

We design the bylaws to address classes of shares, voting rights, the board of directors' regime and how general meetings operate. This allows the relationship between shareholders to be organized and strategic decisions to be anticipated.

We provide for the majorities required for bylaw amendments and extraordinary decisions, as well as rules on the transfer of shares to protect the project and its governance.

Common mistakes

Adopting the SA without assessing the governance burden it entails
Failing to provide for classes of shares or shareholder agreements
Omitting rules on the transfer of shares
Setting up a board of directors without clear representation powers

Frequently asked questions

When is an SA preferable to an SAS?

When the project requires a more robust governance structure, greater formality, or when the applicable regulatory framework so requires.

How is the SA managed?

Through a board of directors, whose powers and composition are set out in the bylaws in accordance with Law 19,550.

Can I issue different classes of shares?

Yes; the bylaws may provide for classes with different economic and voting rights, within the applicable legal framework.

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

Form your Sociedad Anónima with a solid structure

We design the bylaws and governance bodies of your SA. Write to us to schedule a consultation.

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