Relevant Information

    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...

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    Liability of directors and managers.

    Directors and managers of a company have the following duties and obligations, which may generate its eventual responsibility for incumpliment. They primarily are based on the principle and “duty to act loyally and as a good businessman” Prohibition to contract with society: The General Corporation Law provides in Art. 271 that...

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    Requirements and operation of the Board or management.

    Corporations will be directed by a board or a board of directors, according to stated in its statute. If the capital of the company exceeds the sum of $ 10,000,000, the same will be subject to permanent state supervision, and as such, is required to appoint at least three directors....

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    Rights of the partners or shareholders.

    As holder of shares of a corporation, the shareholder as such, has a set of responsibilities, rights and obligations. This state manifests itself according to the position assumed by the shareholder in its relations with society, which are given according to the quality and quantity of shares held. The shareholder...

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    Foreign companies and their legal representative.

    Any company incorporated abroad, which wishes to act as such in our country, has two possibilities at its disposal:   1)    Participation as a shareholder in local societies. For that purpose, it must register as such in the Public Registry of Commerce corresponding to the address in which it is to carry out its...

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    Table of differences between a SA, SRL and SAU

      Private Limited Company (“PLC”, “Sociedad Anónima” or “S.A.”) Sole Shareholder company (“SAU”) Limited Liability Company (LLC, “Sociedad de Responsabilidad Limitada”or “ SRL”) Partners and Shareholders There is no maximum limit for the number of shareholders. However, the S.A. must have at least two shareholders. The Sole Shareholders Company can...

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    Characteristics and performance of other types of companies

    Partnership (SC)   The collective society is the simplest of commercial societies. It is the main of so-called people societies, since the figure of the partner is fundamental because of the responsibility they assume. What characterizes this society is the responsibility assumed by the partners in relation to the obligations contracted by...

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    Characteristics and performance of the Limited Liability Company (SRL)

    In the limited liability company, the partners limit their responsibility to the effective contributions of the assets they have committed to make (the committed contributions).  However, they will be liable to third parties with all their assets to cover the total contributions committed by all partners and will guarantee...

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    Sociedad Anonima Unipersonal

    Characteristics and performance of the Sole Shareholder Company (SAU)

    After the changes introduced in our legislation in 2015 by the new Civil and Commercial Code, it has been incorporated as a new corporate type the sole shareholder company (“Sociedad Anónima Unipersonal“). It consists basically in a corporation, but with only one shareholder.   On the occasion of its approval and although it...

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    Characteristics and performance of a Private Limited Company (“PLC”,“Sociedad Anónima” or “S.A.”).

    According to our General Corporations Act (No. 19,550), there are two main elements that characterize the corporation, first, that its capital is divided into shares, and secondly, that shareholders limit their liability to the subscribed shares.   The corporation should be created by public instrument, which is generally a public deed. The law admits two ways of...

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