Choosing a company type is the first strategic decision of any business. It defines who is liable for debts, how profits are distributed, what taxes apply, how agile day-to-day operations are, and how complex it is to bring in new partners or investors. A wrong choice can take years to correct — or cost you in missed opportunities.
Argentina offers three main company types for productive and commercial ventures: the simplified corporation (SAS), created by Law 27.349 with a flexible digital regime; the limited liability company (SRL), traditional and robust; and the corporation (SA), designed for more complex structures with a view to opening up capital. There are also specific variants (SCA, SC, simple partnership) and, for individual entrepreneurs, alternatives such as the monotributo or single-member SAS.
Created by Law 27.349 (2017). The most flexible and modern type: can be incorporated online in a few days, allows a sole shareholder, digital instruments, and electronically kept books. Low minimum capital. Ideal for startups and small ventures. Main advantages are speed of incorporation, flexibility of the articles of incorporation, and reduced costs. Limitation: in CABA and some jurisdictions, restrictions on its use in certain regulated sectors.
Traditional type regulated by LGS 19.550. Capital divided into quotas (not shares). Up to 50 partners. Liability limited to the contribution. Incorporation process more extensive than the SAS but better known and accepted by banks and suppliers. The balanced option for SMEs that want a solid structure without the complexity of the SA.
The most complex and formal type. Capital divided into shares. Robust corporate structure: board of directors, statutory auditor (in some cases), shareholders meeting. Longer incorporation process, higher costs. Justified when there is a prospect of bringing in institutional investors, a possible stock exchange listing, or a group structure with several subsidiaries.
Must be precise and specific. An overly broad purpose may be objected to by IGJ; one that is too narrow limits the activity.
Amount, form of contribution (cash, in kind), integration deadlines. In-kind contributions require adequate valuation.
Sole or collegiate manager, director or board of directors. Definition of powers, terms, and liability. The articles must provide for orderly succession and deadlock mechanisms.
Preferential rights clauses, right of first refusal, restrictions, exit mechanisms. Especially important in closed companies with strategic partners.
Dispute resolution mechanisms, arbitration tribunal, applicable jurisdiction. Careful drafting avoids costly proceedings when conflicts arise.