Simplified Corporations
On April 12, 2017 has been published in the Official Gazette, the Law on Support for Venture Capital (Law No. 27,349). This Act incorporates into its forecasts, the creation of a new type of corporation called “simplified joint stock companies” (SAS). This figure is not an original creation of our legislators, but rather a welcome trend that globally has been developed in recent years in the field and aims to encourage the development of new enterprises, providing for it a tool nimble entrepreneurs, entrepreneurs and traders across scale.
Why simplified joint stock companies succeed? The answer is simple, because recepta the best of each form of company. That is, taking the SRL simplicity and economy and SA agility and safety. And not only that, but in our case, the law goes one step further, receptando digital and flexible methodology for implementation and operation.
While we are still waiting for the regulation to begin using this new figure, then we detail the most important aspects:
Number of Shareholders: The Company may be consti tuted by one or more shareholders who limit their liability to the integration of the shares subscribed or acquired.
Instrumentation: The SAS may be constituted by public or private instrument, with certified signatures. The Constitution for digital media and digital signature is expected.
Content of the constitutional instrument: At this point while leaving the parties free to set the terms, basic to record aspects are as follows: i) Facts shareholders, ii) Name, iii) Registered office, iv) object; v) Term vi) Social Capital; vii) management organization, viii) rules to participate in the profits and losses, ix) closing date of exercise.
At this point, the law did not incorporate amendments to the current structure to any other type of company. All that has expressly stated (for the time actually required by the authorities), is the need to enter CUIT, Cuil or CDI shareholders and CUIT or CDI members of the board.
Advertising: Like all other societies must be published for one day in the Official Gazette of the SAS Constitution and its amendments.
Registration: As long as the type statute to be approved by the Public Registry is used, the registration must be made within 24 hours of completion of the presentation.
limitations:
- The SAS should not fall within any of the cases provided for in art. 299, paragraphs 1, 3, 4 and 5. That is, it can not be for companies making public offering of its shares (item 1) are mixed economy companies (paragraph 3), carry out operations capitalization or savings (paragraph 4 ) or operate concessions or public service (paragraph 5).
- The SAS can not s er controlled by a company within the art. 299 or be seen nculada one of them, in a method s of 30% of its capital.
- The one-man SAS can not constitute participate in a one-man SAS.
In the event that the SAS to fall within one of these first two cases, the company must transform itself within 6 months configured the course.
Social Capital: The share capital may not be less than two vital and mobile minimum wages.
Contributions: Contributions in cash should be integrated by 25% and the balance within 2 years. Contributions in kind must be integrated 100% at the time of subscription.
Valuation contributions: The contributions of non – cash assets may be made to the value Executed partners in each case unanimously.
Premium: The issue of shares, resulting from a capital increase may be performed by setting different share premium value.
Capital increases: Increases lower capital than 50% of the registered capital shall not require publicity or registration in the Register, if permitted by the constituent instrument. These resolutions must be submitted digitally to the Registry for the purpose of verifying compliance with the registry tract.
Irrevocable capital contributions: They may maintain such status for a period of 24 months as from the date of acceptance by the Board.
Limitation and Prohibition to transfer actions: It may provide for the prohibition on transfer of shares, provided that the period shall not exceed 10 years. This period may be extended “unanimously” for periods added to them.
Board meetings: the possibility that the meetings are self – summoned or that the call is made by electronic means is expected. Board meetings can be held using electronic means.
Board members: It is required that one of their own domicile in Argentina. Foreign members must possess CDI and appoint representative in Argentina.
Assemblies: The constituent instrument may establish and allow holding meetings away from headquarters and even by using electronic means. Also apply the resolutions adopted by unanimous vote of the shareholders, informed the administration or by written statement that their vote is expressed.
Transformation: The companies incorporated under Law 19,550 will be transformed into SAS.
It obtención CUIT or CDI : The SAS are entitled to get your CUIT within 24 hours of the procedure presented on the website of the AFIP , without having to provide proof of residence at the beginning of the process. The tests will be filed within 12 months of its constitution. In addition, shareholders of the SAS can get your CDI within 24 hours of the procedure presented on the website of the AFIP.