Business
Argentina — Business: Limited Company
The Argentine entity most similar to a Western 'limited company' with liability protection and simple governance is the SRL (Sociedad de Responsabilidad Limitada) -- not the SA. An SRL needs 2-50 partners (socios) whose liability is limited to their capital contribution, and does not require a formal multi-member board of directors like an SA does; an SA is the heavier, board-governed structure typically used for larger or publicly-oriented companies.
Why this matters
The draft conflated SA and 'limited company' -- for most small/mid-size foreign-owned businesses, the SRL is the closer equivalent to an LLC/Ltd and involves simpler governance (no mandatory board) than an SA, which matters for anyone comparing setup complexity and ongoing compliance burden.
Key facts
- SRL (Sociedad de Responsabilidad Limitada): 2-50 partners, liability limited to capital contribution, managed by one or more gerentes (managers) rather than a mandatory board.
- SA (Sociedad Anónima): shareholder-based, requires a board of directors and is subject to more extensive ongoing reporting -- more common for larger companies or those seeking outside investment.
- Both entity types register with the Inspección General de Justicia (IGJ) in CABA or the equivalent provincial registry and must obtain a CUIT from AFIP/ARCA to operate.
- Minimum capital requirements exist for both entity types but the exact current peso figures are inflation-sensitive and should be confirmed directly with IGJ or a local accountant/attorney at the time of formation.
Steps
- Step 1: Choose a name and reserve it — Select a unique company name and confirm availability with IGJ (or the provincial registry) before drafting founding documents.
- Step 2: Draft bylaws and establish capital — Set the capital contribution among partners/shareholders; for an SRL this is divided into cuotas (quotas) rather than freely tradeable shares.
- Step 3: Register and appoint management — File with IGJ/provincial registry, appoint gerentes (SRL) or a board of directors (SA), and obtain the company's CUIT from AFIP/ARCA.
Costs
- IGJ/provincial registration and notary fees: Varies by province and entity type; confirm current fee schedule directly with IGJ or a local escribano/accountant given peso inflation
Timelines
- Registration timeline: typically 2-4 weeks, but can vary depending on the province and complexity of the application
Required documents
- Bylaws/founding contract (contrato social for SRL, estatuto for SA)
- Identification of partners/shareholders and appointed managers/directors
- CUIT registration materials
Common mistakes
- Assuming SA is the standard 'limited company' vehicle -- for most smaller foreign-owned businesses, SRL is the closer equivalent and has simpler governance.
- Registering with the wrong authority (IGJ or provincial registry, not a generic 'provincial authority').
- Underestimating SA's mandatory board-of-directors and reporting obligations relative to an SRL.