Incorporation in Argentina of a corporation by a foreign company or person.
- Argentina
- 08/26/2003
- Hourbeigt Ruiz Martinez & Padilla
In order to incorporate a company in Argentina having a foreign company as shareholder, it is necessary to fulfil the provisions of article 123 of the Law which states:
“In order to incorporate a corporation in the Republic of Argentina, the foreign corporations must previously evidence before the corresponding judge, that they have been incorporated in accordance with the laws of their respective countries, and their corporate By-laws, amendments and other pertinent documentation, as well as the documentation related to their legal representatives, must be registered with the Public Registry of Commerce and with the National Register of corporations as the case may be”.
In that regard, the following documents from the Corporation are needed in order to register them at the Public Registry of Commerce of the City of Buenos Aires and, afterwards, once the foreign shareholder is duly registered, begin the process of establishing the local company:
(i) copy of the Articles of Incorporation, together with a copy of the By-laws of the Corporation with all its amendments;
(ii) Certificate of Incorporation issued by the competent authority of the place of incorporation (i.e. the Secretary of State) evidencing that the Corporation is duly registered and validly existing;
(iii) resolution issued by the Board of Directors or competent authority of the Corporation which shall contain among others issues the following:
(a) the decision of incorporating a “Sociedad Anónima” in Argentina;
(b) The decision to register the Corporation with the Public Registry of Commerce of the City of Buenos Aires for the purposes of participating as founder or shareholder of an Argentine company;
(c) the appointment of a legal representative in the Republic of Argentina stating the scope of his powers;
(d) establish a domicile in Argentina;
(e) authorize, if such is the case, the local company to use the name of the foreign company followed by the term “Argentina”; and
(f) the issuance of a special power of attorney to act on behalf of the Corporation.
All documents must be returned duly notarized and legalized with the “Apostille” of the “Convention de La Haye du 5 Octobre 1961” (if applicable) or legalized by the nearest Argentine Consulate. In the last case, such documents must be legalized before the Ministry of Foreign Affairs in Argentina, and then officially translated into Spanish.
The procedure for the registration of a foreign company will take approximately 2 weeks.
After the registration of the foreign company before the Public Commercial Registry, the By-Laws of the local company must be filled and registered. At that moment, the individual or other foreign who shall also act as incorporator (together with the foreign corporation) has to execute the deed of incorporation, or issue a special power of attorney to such effect before the notary public. The individual could be a person residing abroad.
The process of incorporating the local company will also take approximately 2 weeks.
