SlideShare a Scribd company logo
1 of 46
Download to read offline
www.limeres.com

2013
Guide to Doing
Business in
Argentina

2013 Guide to
Doing Business
in Argentina
www.limeres.com
argentina@limeres.com

1
2013 Guide to Doing Business in Argentina

Table of Contents
Chapter ONE: The Republic of Argentina

Geography and Natural Resources……..…….………............................
Population……..…….………....................................................................
Legal and Political System......................................................................
Foreign Relations.....................................................................................
Education.................................................................................................
Economy of Argentina............................................................................
Reliability of Officials: CPI Estimates......................................................
Inflation in Argentina ..............................................................................
Income Inequality ...................................................................................

Chapter TWO: Corporate Structures to Doing Business
in Argentina

Investment Vehicles................................................................................
(i) Branch of a Foreign Corporation........................................................
(ii) Corporation or S.A. ...........................................................................
(iii) Limited Liability Company – S.R.L. ..................................................
Business Formation.................................................................................
General Business and Investment Climate ............................................

4
7
8
8
9
10
13
13
14

15
16
16
17
18
19

Chapter THREE: Investment Climate to Doing
Business in Argentina

VISA Requirements by Argentina’s DNM............................................... 20
MERCOSUR Nationals............................................................................. 21
Immigration Permits required to Doing Business in Argentina……...... 21
Permanent Residence.............................................................................. 21
Temporary Residence.............................................................................. 21
Transitory Residence................................................................................ 22
Provisional Residency.............................................................................. 22

Chapter FOUR: Investments

Foreign Investments...............................................................................
Currency. Official and Unofficial Exchange Rates…..........................…
Exchange Controls and Central Bank Regulations…….........................
Transferring Funds into and from Argentina.........................................
Public Support to Foster Investment………………........................……

www.limeres.com
argentina@limeres.com

23
24
25
26
27

2

www.limeres.com

2013
Guide to Doing
Business in
Argentina
www.limeres.com

2013
Guide to Doing
Business in
Argentina

Chapter FIVE: Trade Regulation

How to Export from and Import to Argentina….....................................… 30
Exports Procedure…………….................................................................… 31
Export Refund System, Export Duties and VAT Exceptions..................... 32
Imports Procedure to Argentina................................................................. 32
Antidumping Practices and Regulations…………......................…….....… 33

Chapter SIX

Tax System in Argentina............................................................................. 35
Federal Government Taxes………………………...................................….. 36
Income Tax ……………………................................................…………...... 36
Minimum Presumed Income Tax - MPIT…………….............................…. 36
Value Added Tax – VAT……………....................................................…….. 36
Excise Taxes…………………….....................................................………… 37
Tax on Bank Accounts Debits and Credits……..........……………………... 37
Personal Assets Tax……………………………..................................……… 37
Provincial Taxes…………………………………….................................…… 38
Turnover Taxes…………………………….............................................…… 38
Multilateral Agreement………………….........………………..………..……. 38
Stamp Tax…………………………………….............................................… 38
Real Estate Tax…………...............................................................………… 38
Municipal Taxes……………….......................................…………………… 38
Taxation Agreements…………..............................................……………… 39

Chapter SEVEN: Insolvency and Bankruptcy in Argentina

Anti-Money Laundering Regulations......................................................... 40

Chapter EIGHT: About LIMERES, BARASSI, VES LOSADA &
STANZIONE, ATTORNEYS

Contact Information.................................................................................... 44

www.limeres.com
argentina@limeres.com

3
www.limeres.com

2013
Guide to Doing
Business in
Argentina

1

Chapter ONE:
The Republic of Argentina
Geography and Natural Resources

The Republic of Argentina is located between latitudes 23°S
Tropic of Capricorn and 55°S Cape Horn. It is the eighth-largest
country in the world and the second largest in Latin America. It
is also the largest Spanish-speaking nation in the world.
Argentina’s continental land extends 3.694 kilometers from
north to south and 1.423 kilometers from east to west between
longitudes 53° and 63° with a total area of 3.761.274 square
kilometers. There is also a sector of the Antarctica and a group
of islands located south of the Atlantic Ocean with an area of
969.464 square kilometers. The national territory of Argentina
is formed by 23 provinces and the City of Buenos Aires.
The east coast has access to the South Atlantic Ocean and the
South Pacific Ocean through the Magellan Straits. The bordering
countries are Uruguay and Brazil to the east; Chile to the south
and west; and Bolivia and Paraguay in the north border.
Argentina has a wide range of climates and a significant
biodiversity due to the large territory and topographical
diversity. Its many climates provide multiple landscapes and
terrains.
Argentina is endowed in natural resources that offer abundance
and diversity. For instance, the Pampas cover a surface area
of 170 million hectares, which provide fertile agricultural lands
www.limeres.com
argentina@limeres.com

4
www.limeres.com

2013
Guide to Doing
Business in
Argentina

ideal for grain production, oilseeds
and cattle, which position the country
as the world’s top food producers.
The northeastern and western
Patagonia provides abundant forests.
The Andes Mountains provide mineral
richness that includes gold, silver,
copper, zinc, oil, magnate lithium,
uranium and sulfide along 4,500
kilometers. Substantial quantities
of wine grapes and other fruits are
produced in this area.
Argentina has extensive aquifers and
oceans, rivers, streams and inland
waterways that are rich in fishing and
hydrocarbon resources. Argentina
promotes sustainable development
and protection of its natural resources
such as reduction of carbon dioxide
emissions.
The country stands out for its natural
highlights such as the Iguazú Falls,
which is one of the largest fresh
water reservoirs in the world. It was
declared a World Natural Heritage
Site by UNESCO and named one
of the seven wonders by the Swiss
Foundation. Also, the Republic has
the highest mountain in the western
hemisphere called Aconcagua with
6,959 meters in the Andes area.
Another Unesco World Natural
Heritage Site is the Perito Moreno
glacier.

www.limeres.com
argentina@limeres.com

5
www.limeres.com

2013
Guide to Doing
Business in
Argentina

www.limeres.com
argentina@limeres.com

6
Population
According to the 2010 census made
by INDEC – National Institute of
Statistics and Censuses - Argentina
has over 40 million inhabitants and
an average density of 14.4 people
per square kilometer. It is interesting
to notice that 92% of the population
lives in urban areas. The Buenos
Aires Metropolitan area concentrates
33% of the total population. Buenos
Aires is the most populated province
of
Argentina
with
15,594,428
inhabitants, followed by Córdoba and
Santa Fe.
The Argentine population comprises
19,575,219 males and 20,516,140
females. The sex ratio is 95.4, which
refers to the number of males every
100 females.
The first inhabitants of the Argentine
territory were indigenous that lived
in tribes and developed their culture
at different extents.
It was not
until the XV Century when Spanish
Conquerors imposed their own
values and customs generating a
cultural convergence. In the XVIII
Century the Viceroyalty of the Río de
la Plata was created. The territory was
known as a Spanish immigrant’s area
and the descendants with indigenous
and Spanish origin were known as
criollos.

Poland and Russia. Argentina has a
multi-cultural society with 85% of its
population with European origin.
The ethnical composition of Argentina
is varied and it is composed of a
mixture of local population and
immigrants. Many people moved
from rural areas to the different
cities being the city of Buenos Aires
the most populated of the country.
Neighboring countries like Bolivia
and Paraguay contribute with the
ethnical composition of Argentina.
Spanish is the official language.
However, it is frequent to find
people that speak English, French,
Portuguese and Italian as a second
language.
Argentina has no official religion
although most of the population is
Roman Catholic. Freedom of worship
is provided for by the Argentine
Constitution. There are over 2500
registered cults in the National
Registry of Worship.
The official currency is the argentine
peso usually referred with the symbol
$ or AR$. Convertibility came to an
end on 2002 with the enactment of
Law No. 25,561, Decree No. 214/02.
The peso was devalued and today the
official USD price is $5,30 whereas
the black and non-official USD can be
exchanged for $8.00.1

Foreign investment and a large
immigration
wave
took
place
between 1850s and 1940s. There
were 3.5 million immigrants with 45%
of Italian origin and 32% Spanish.
Prior to the 1960s Argentina received
immigrants from Britain, Germany,
France,
Switzerland,
Denmark,
www.limeres.com
argentina@limeres.com

1. Exchange rates last updated on July 2013. Exchange rates subject to daily changes.

7

www.limeres.com

2013
Guide to Doing
Business in
Argentina
Legal and
Political
System
The Argentine Republic is formed
by the Judicial, the Legislative
and the Executive branches. The
Argentine Constitution adopted in
1853 established the tripartite system
following Montesquieu premises
of separation of state powers. The
Argentina Constitution was amended
in 1860, 1898, 1957 and 1994. The last
amendment allowed the President
one additional term for re-election.
The
Legislative
branch
made
of the Senate and the House of
Representatives pass, amend, revoke
and repeal laws in the Congress.
A President a Vice-president and the
Ministries appointed by the President
forms the Executive. The President
serves a four-year term. Currently, the
President of the Argentine Republic is
Cristina Fernandez de Kirchner who
was appointed in 2007 and re-elected
in 2011 with 54.11% of the votes.
The Judicial branch is divided into
federal and provincial courts. Each
jurisdiction has its own lower courts,
courts of appeal and supreme courts.
The Supreme Court of Justice holds
the Supreme judicial power.
23 provinces and the Autonomous
City of Buenos Aires as its capital city
form the national territory

The main political parties are Front
for Victory (FPV) which holds the
majority in the Congress, Justicialist
Party (PJ), Radical Civic Union (UCR),
Broad Progressive Front (FAP) and
Republican Proposal (PRO) among
others.
The Autonomous City of Buenos Aires
is currently conducted by Mauricio
Macri from the Republican Proposal
(PRO) who won the local elections in
2007 and was re-elected in 2011 with
83% of the votes.

Foreign
Relations
Argentina is part of a regional
agreement
called
Mercosur
comprising Brazil, Paraguay, Uruguay
and Venezuela. Mercosur aims to
eliminate tariffs barriers among its
members and set a common external
tariff with the rest of the world.
Associate member countries include
Bolivia and Chile. Argentina is also
part of Union of South American
Nations (UNASUR) and Community
of Latin America and Caribbean
States (CELAC).
On a global scale, Argentina is
member of United Nations (UNO),
founding member of World Trade
Organization (WTO) and the InterAmerican Development Bank (IDB),
founding member of Organization of
American States (OAS)

Elections are held by universal
suffrage. Voting age was reduced to
16 years old allowing 16 and 17 years
old voters’ optional participation in
the elections as per Act 26774.
www.limeres.com
argentina@limeres.com

8

www.limeres.com

2013
Guide to Doing
Business in
Argentina
www.limeres.com

2013
Guide to Doing
Business in
Argentina

Education
Education is mandatory from the
ages of five to eighteen. Education is
free in Argentina.

Economy of
Argentina
The economy of Argentina is an
upper middle-income economy, and
Latin America’s third largest.
The country benefits from rich
natural resources, a highly literate
population,
an
export-oriented
agricultural sector and a diversified
industrial base. Historically, however,
Argentina’s economic performance
has been very uneven, in which
high economic growth alternated
with severe recessions, particularly
during the late twentieth century, and
income mal-distribution and poverty
increased. Early in the twentieth
century it was one of the richest
countries in the world and the third
largest in the Southern hemisphere.
Though now an upper-middle income
economy, Argentina maintains a
relatively high quality of life and GDP
per capita.
Argentina is considered an emerging
market by the FTSE Global Equity
Index, and is one of the G-20 major
economies.

www.limeres.com
argentina@limeres.com

9
www.limeres.com

2013
Guide to Doing
Business in
Argentina

Economy of Argentina
Currency					Argentine Peso (ARS)
Fiscal year	 				Calendar year
Trade organizations	
		
WTO, Mercosur, Unasur

Statistics
GDP
GDP growth
GDP per capita

$475.0 billion (nominal) (26th, 2012)
$743.1 billion (PPP) (21st, 2012)
1.9% (2012)
$11,576 (nominal) (61st, 2012)
$18,112 (PPP) (52nd, 2012)

GDP by sector

Inflation (CPI)

8.3% (2011)

Gini coefficient

≈ 0.445 (2010)

Labor force

17.9 million (2012) categories: private
sector employees, 49%; employers and
the self-employed, 27%; public-sector
employees, 21%; unpaid family workers,
3% (2001).

Labor force by occupation

argentina@limeres.com

10.8% (2012)
Congressional estimate: 25.6% (2012)

Population Below poverty line

www.limeres.com

Agriculture, forestry and fishing, 9.0%;
mining, 3.8%; manufacturing, 19.5%;
construction, 5.9%; commerce and tourism, 15.7%; transport, communications
and utilities, 8.9%; finance, real estate and
business services, 16.0%; government,
7.8%; education, health care and other,
13.4%. (2012)

Agricultural, 7.3%; manufacturing, 13.1%;
construction, 7.6%; commerce and tourism, 21.4%; transport, communications
and utilities, 7.8%; financial, real estate and
business services, 9.4%; public administration and defense, 6.3%; social services and
other, 27.1%. (2006)
10
Unemployment
Average gross salary
Main industries

Ease of Doing Business Rank

www.limeres.com

2013
Guide to Doing
Business in
Argentina

6.9% (12/2012)
US$10,806 (2012, includes part-time wage
earners)
Food processing and beverages; motor
vehicles and auto parts; appliances and
electronics; chemicals, petrochemicals,
and biodiesel; pharmaceuticals; steel and
aluminum; machinery; glass and cement;
textiles; tobacco products; publishing;
furniture; leather.
113th

EXTERNAL
External
Exports
Export goods

Main export partners

Imports
Import goods

Main import partners

FDI stock

www.limeres.com
argentina@limeres.com

Gross external debt

US$81.2 billion (2012)
Soy and soy products, 21.8%; motor
vehicles and parts, 12.1%; cereals (mainly
maize and wheat), 12.1%; fossil fuels,
8.0%; chemicals, 7.2%; fruit and vegetable
products, 4.1%; aluminum and steel, 3.5%;
electric machinery, 3.0%; gold, 2.8%; beef
and poultry, 2.5%; biodiesel, 2.3%; rubber
and plastic, 2.3%; all other (mainly agroindustrial goods), 18.3%. (2012)
Brazil 21.6%
China 7.3%
Chile 5.5%
United States 5.5% (2011 est.)
US$68.5 billion (2012)
Capital goods and parts, 34.3%; intermediate goods, 28.6%; refined fuel and lubricants, 13.5%; automobiles and parts, 8.6%;
freight and farm vehicles, 4.0%; consumer
durables (except auto), 3.8%; all other
(mostly consumer non-durables), 7.2%.
(2012)
Brazil 33.2%
United States 14.4%
China 12.4%
Germany 4.7% (2011 est.)
$100.4 billion (12/2012)
$141.1 billion (12/2012)
11
www.limeres.com

2013
Guide to Doing
Business in
Argentina

Public finances
35.6% of GDP US$168.2 billion (Treasury
,
securities, 69%; direct loans, 17%); of
which external, US$71.3 billion (12/2012)

Revenues

US$156.9 billion (2012) (social security,

31.3%; value-added taxes, 25.8%;
taxes on income and capital gains,
19.4%; trade and customs duties,
11.0%; taxes on assets, 6.9%; excise
taxes and other, 5.6%)
Expenses

US$169.0 billion (2012) (social
security, 32.2%; subsidies and
infrastructure, 17.5%; health, 13.8%;
debt service, 9.7%; education, culture
and research, 6.4%; social assistance,
6.1%; defense and security, 5.4%;
other, 8.9%)

Credit rating

B (Domestic)
B (Foreign)
B (T&C Assessment)
(Standard & Poor’s)

Foreign reserves

$41.8 billion (3/2013)

Main data source: CIA World Fact Book
. All values, unless otherwise stated,
are in United States Dollars.

www.limeres.com
argentina@limeres.com

12
www.limeres.com
argentina@limeres.com

Argentina’s economy recovered
strongly from the 2001–02 crisis, and
was the 21st largest in purchasing
power parity terms in 2011; its per
capita income on a purchasing
power basis was the highest in Latin
America. A lobby representing US
creditors who refused to accept
Argentina’s debt-swap programs
has campaigned to have the country
expelled from the G20. These
holdouts include numerous vulture
funds, which had rejected the 2005
offer, and had instead resorted to the
courts in a bid for higher returns on
their defaulted bonds. These disputes
had led to a number of liens against
central bank accounts in New York
and, indirectly, to reduced Argentine
access to international credit markets.
Argentina’s economy grew by
9% in 2010, and officially, income
poverty declined to 8% by 2011;
an
alternative
measurement
conducted by CONICET found that
income poverty declined to 22.6%.
Argentina’s unemployment rate in the
fourth quarter of 2011 was reportedly
down to 6.7% from 8.4% in the fourth
quarter of 2009, according to INDEC
data. The jobless rate has declined
from 25% in 2002 largely because
of both growing global demand for
Argentine commodities and strong
growth in domestic activity.
Given its ongoing dispute with holdout
bondholders, the government has
become wary of sending assets
to foreign countries (such as the
presidential plane, or artworks sent
to foreign exhibitions) in case courts
at the behest of holdouts might
impound them.

www.limeres.com

2013
Guide to Doing
Business in
Argentina

Reliability of
Official CPI
Estimates
Official CPI inflation figures released
monthly by INDEC has been a subject
of political controversy since 2007.
Official inflation data are disregarded
by leading union leaders, even in the
public sector, when negotiating pay
rises. Some private-sector estimates
put inflation for 2010 at around 25%,
much higher than the official 10.9%
rate for 2010. Inflation estimates from
Argentina’s provinces are also higher
than the government’s figures. The
government stands by the validity
of its data, but has called in the
International Monetary Fund to help
it design a new nationwide index to
replace the current one.
The government threatens inflation
analysts with fine of up to 500,000
pesos if they don’t report how they
calculate their inflation estimates,
which these economists consider as
an attempt to limit the availability of
independent estimates.

Inflation
in Argentina
High inflation has been a weakness of
the Argentine economy for decades.
Inflation was unofficially estimated to
be running at more than 25% annually
in December 2010, despite official
statistics indicating less than half
that figure; this would be the highest
level since the 2002 devaluation. A
committee was established in 2010 in
the Argentine Chamber of Deputies by
opposition Deputies Patricia Bullrich,
Ricardo Gil Lavedra, and others to
publish an alternative index based
on private estimates. Food price
increases, particularly that of beef,
began to outstrip wage increases in
13
2010, leading Argentines to decrease
beef consumption per capita from 69
kg (152 lb) to 57 kg (125 lb) annually
and to increase consumption of other
meats. President Cristina Kirchner
insists inflation is not a problem.

Income Inequality
Argentina, in relation to other Latin
American countries, has a moderate
to low level of income inequality. Its
Gini coefficient of about 0.445 (2010) is
reported to be the lowest among Latin
American countries. The social gap is
worst in the suburbs of the capital,
where beneficiaries of the economic
rebound live in gated communities,
and many of the poor (particularly
undocumented immigrants) live in
slums known as villas.
In the mid-1970s, the most affluent
10% of Argentina’s population
had an income 12 times that of the
poorest 10%. That figure had grown
to 18 times by the mid-1990s, and
by 2002, the peak of the crisis, the
income of the richest segment of the
population was 43 times that of the
poorest. These heightened levels of
inequality had improved to 26 times
by 2006, and to 16 times at the end of

www.limeres.com
argentina@limeres.com

2010. Economic recovery after 2002
was thus accompanied by significant
improvement in income distribution:
in 2002, the richest 10% absorbed
40% of all income, compared to 1.1%
for the poorest 10%; by 2010, the
former received 29% of income, and
the latter, 1.8%.
Argentina has an inequality-adjusted
human development index of
0.641, compared to 0.519 and 0.652
for neighboring Brazil and Chile,
respectively. The official, household
survey income poverty rate was
8.3% in 2011. The National Research
Council, however, estimated income
poverty in 2010 at 22.6%, and
private consulting firms estimated
that in 2011 around 21% fell below
the income poverty line. The World
Bank estimated that, in 2009, 2.4%
subsisted on less than US$2 per
person per day.

14

www.limeres.com

2013
Guide to Doing
Business in
Argentina
www.limeres.com

2013
Guide to Doing
Business in
Argentina

Chapter TWO:
DOING BUSINESS IN
ARGENTINA
Corporate Structures to Doing Business
in Argentina

Foreign companies can do business in Argentina on a
permanent basis. There are different options that will
depend on what your specific business may require.
The frequent corporate structures used in Argentina to do
business are the setup of a branch of a foreign company,
the corporation and the limited liability company.
There are other types of entities that may be constituted.
However, we will not refer to them in this article due to
the little use given in the real business world in Argentina.
All businesses are required to keep accounting books
separate from their parent business in accordance with
the Argentine regulations.

Investment Vehicles
Any foreign company incorporated in accordance with
the laws of the country of origin can do business in
Argentina by utilizing the main investment vehicles such
as (i) a Branch of a foreign corporation, (ii) the Corporation
known as Sociedad Anónima (SA) and (iii) the limited
liability company known as Sociedad de Responsabilidad
Limitada (SRL).
All three need to follow the regulations established by
the Superintendence of Corporations known as the IGJ
www.limeres.com
argentina@limeres.com

15
located in the City of Buenos Aires.
The IGJ is the regulatory agency to
legally register a business.

have a Shares Registry Book or a
commissioned third party may carry
out such registry.

(i) Branch of a Foreign Corporation

Shares must be equal par value and
have equal rights within the same
class but it is possible to have different
classes of shares. Transfer of shares
is unrestricted unless they effectively
prevent the transfer of shares.

A foreign entity branch does not
necessarily need to allocate capital
in Argentina. There is no minimum
capital requirement.
The Parent
Company will limit its scope of
action and may assign capital.
Transactions can be carried out by a
local representative appointed by the
Parent Company. The Parent Company
will be liable for transactions carried
out by the Branch. The Branch must
keep accounting books separate
from the Parent Company and file its
own financial statements annually.
With regards to tax, the Branch is
subject to 35% of income tax. The
branch needs to fulfill several formal
requirements from the IGJ.
(ii) Corporation – S.A. or Sociedad
Anonima
This is the most frequent investment
legal structure used in Argentina to
do business. It has a legal existence
separate and from its owners.
Shareholders: a minimum of two
shareholders resident or non-resident
is required. They can be either foreign
companies or individuals.

www.limeres.com
argentina@limeres.com

Minimum capital: the Argentine
law – Decree 1331/2012 - requires
a minimum of AR$ 100.000 which
is approximately USD20.000 to
establish a Corporation. The share
capital must be fully subscribed upon
incorporation. Only 25% needs to be
paid on such shares and the balance
within the subsequent 2 years. Shares
must be nominative, non-endorsable
and may or may not be represented
by certificates. The corporation will

Contributions
like
real
estate,
equipment or any other nonmonetary assets must be made in full
at the time of incorporation.
The corporate capital must have
connection with the corporate object.
If the IGJ finds it appropriate it may
demand a higher amount of capital if
the business plans to carry out several
activities that exceed the scope of the
corporate purpose.
Management: the SA Corporation
is managed by a Board of Directors
which includes a President that will
sign and seal in the Corporation’s
name and Vice-Presidents that may
be appointed optionally. Its members
do not necessarily have to include
shareholders or local residents
but the majority need to reside in
Argentina. The Board of Directors is
appointed by the shareholders.
Shareholder meetings: must be held
annually to consider the financial
statements, determine allocation of
profits and appoint new authorities
or discuss their fees. Shareholders
resolutions must be recorded in
the appropriate minutes books.
The majority of its members must
be Argentine residents. Meetings
could be ordinary or extraordinary.
Anything that does not involve regular
matters of the business - discussed
in ordinary meetings - is considered
extraordinary.
16

www.limeres.com

2013
Guide to Doing
Business in
Argentina
Audits: internal or external audits
may take place in a SA Corporation
upon
shareholders
request.
Internal auditors are appointed by
shareholders meetings. External
audits are undertaken by the
authority of the jurisdiction where the
Corporation is located. A surveillance
committee may be established to
audit the Corporation’s management.
There are regulatory organizations
that review certain activities. For
instance, financial institutions are
controlled by the Central Bank of
Argentina known as BCRA; insurance
companies are controlled by the
Insurance Superintendence known as
SSN and listed Corporations that are
controlled by the National Securities
Commission known as CNV.
Shareholders liability: shareholders
that have subscribed their shares
are not liable beyond their capital
contribution to the Corporation.
Shareholders with partly paid up
shares are required to pay any
outstanding balance within 2 years
since the date of incorporation.
Shareholders with interest in conflict
with those of the business must
abstain from voting on matters related
to such conflict. Otherwise, such
shareholder will be held responsible
for damages resulting from a final
resolution of the matter in conflict
provided the vote contributed to
form the majority needed to adopt
such resolution.
Board of Directors liability: a
standard of loyalty and diligence must
be carried out. Non-compliance may
result in unlimited joint and several
liabilities for damages arising from
such non-compliance.

www.limeres.com
argentina@limeres.com

www.limeres.com

2013
Guide to Doing
Business in
Argentina

(iii) The Limited Liability
Company – SRL or Sociedad de
Responsabilidad Limitada
This is the second most frequent
legal structure used in Argentina to
do business after the Corporation.
Partners: a minimum of 2 and a
maximum of 50 that may be either
individuals or corporate entities.
There are no nationality or residency
restrictions. Liability is limited to
the full payment of the subscribed
amount.
Capital: it is represented by
partnership quotas.
There is no
minimum amount although the quota
capital must be fully subscribed and
25% needs to be paid upon by the
partners upon the creation of the SRL.
The balance needs to be paid no later
than 2 years since the incorporation
date. Quotas issued for contributions
in non-monetary assets must be fully
paid up.
Management: carried out by one or
two managers that have no nationality
restriction. Managers must reside in
Argentina. Managers are appointed
by partners and the position could be
managed by a partner, an employee
or a third party.
Partners
meetings:
resolutions
are taken as established by-laws.
Amendments require the other
partner to reaffirm the vote in
cases where there is a sole partner
representing the majority vote.
Audits: appointing a syndic is not
mandatory until the stock capital
reaches AR$ 10M or more. The rules
of an SA Corporation generally apply
once the syndic begins its role.

17
Business
Formation
In order to start doing business in
Argentina as a new corporation or
as a limited liability company certain
requirements need to be fulfilled in
order to register within the Registry
of Companies. The public office that
regulates such is called Inspección
General de Justicia - IGJ - and it is
located in the City of Buenos Aires.

The following
requirements are
needed:
1. Reservation of name – complete
Form B and pay the corresponding
fee within the IGJ office. This will
grant the reservation of the name for
30 days.
2. Submission of the organization,
incorporation
and
amendments
as per Form H of the IGJ. Form H
includes accompanying the following
documentation:

www.limeres.com
argentina@limeres.com

a)
Certificate of incorporation
– good standing – or equivalent
document that can prove that
the
foreign
company
was
created following the laws of the
country of origin. It must include
professional´s opinion on quorum
and
majorities,
company’s
head office and good standing.
Prequalification report from a
certified accountant is required if
the capital contributions are made
in any other form than cash.
b) A non-certified and a

notarized copy of the articles
of incorporation, by-laws and
amendments.
Acceptance of
the company’s managing and
surveillance bodies. All signatures
must be certified by an Escribano
or ratified before the IGJ.
c) Fulfill requirements mentioned
in Resolution 07/2005 of the IGJ.
Such requirements include a
statement informing if the foreign
company is subject to legal
restrictions to carry out activities
related to its corporate purpose
in the location of incorporation.
Also, show if the foreign company
has any other branches outside
Argentina; owns shares in other
companies outside Argentina if
the investment is a non-current
asset; and owns fixed assets in its
country or anywhere else other
than Argentina.
d) Formal resolution appointing a
registered agent in Argentina with
the required power of attorney.
A local domicile needs to be
provided for legal purposes. The
Head Office domicile needs to be
informed too.
3. Payment of incorporation and
proof of payment before the Banco
Nación – BNA.
4. Original and certified copy of the
publication of a notice - in the official
gazette for limited liability companies
and incorporation – and submission
of such notice.
The notice must include name, age,
marital status, nationality, occupation,
address, date of the articles of
incorporation,
company
name,
purpose, term, capital, managing and
surveillance members and terms if
applicable, legal representatives and
date of closing the fiscal year.
18

www.limeres.com

2013
Guide to Doing
Business in
Argentina
www.limeres.com

2013
Guide to Doing
Business in
Argentina

5. Initial deposit of 25% of the capital
made within the BNA. Proof of the
contributions. For cash contributions
- deposit slip. For non-cash
contributions - any other relevant
documentation.
For branch formation the procedure
is similar to the one that was just
mentioned. The foreign company
needs to register within the IGJ
and accompany the following
documentation:
1. Proof that the foreign company
was incorporated in accordance with
the laws of its home country.
2.
Submit
the
company’s
original articles of incorporation,
amendments, etc.
3. Submit the resolution where the
creation of the foreign branch in
Argentina was determined. Include
information related to the fiscal year
closing, legal representative and
place of business.
4. Inform if there is any legal
prohibition in the company’s home
country to carry out its activities.
5. Provide financial statements
or supporting documentation to
prove the company meets one of
the following requirements outside
Argentina: (i) existence of other
branches elsewhere than Argentina;
(ii) owns non-current assets in other
companies; (iii) owns fixed assets in
its home country.

General Business and
Investment Climate
Foreign companies may invest
in Argentina equally as local
companies. Foreign companies and
local companies have the same rights
and obligations at the time of doing
business in Argentina.
www.limeres.com
argentina@limeres.com

There are several tax incentives
available in Argentina for certain
activities such as forestry, mining,
software production, biotechnology,
and biofuel production.
The
province of Tierra del Fuego offers
tax incentives for certain technology
activities. The city of Buenos Aires
offers incentives to certain industries
too.
The Government controls prices
in some areas like local telephone
services, electricity, water, gas
distribution,
urban
transport,
highways and rivers.
Argentina is currently experiencing
a decrease of capital inflows. The
Argentine government has been
changing the rules without previous
notice for the last two years making it
difficult to investors to trust Argentina.
This has made neighbor countries like
Brazil and Chile receive much more
investment than Argentina within
the last year according to ECLAC the Economic Commission for Latin
America and the Caribbean. For
instance, Foreign Direct Investment
– FDI – in Brazil was of US$65 billion
in 2012 whereas in Chile it came
to US$30 billion and Argentina
amounted US$12 billion only.
Lack of credible official statistics
with regards to inflation is a point of
concern. Argentina denies inflation
and is not willing to accept INDEC is
not providing transparent statistics
if we compare them with the private
surveys results that seem to have a
closer connection to reality.

19
www.limeres.com

2013
Guide to Doing
Business in
Argentina

Chapter THREE:
Visa requirements
to doing business in
Argentina.
Visa Requirements by Argentina’s DNM.
In Argentina, most foreign citizens are not required to
obtain a Visa in order to enter the country for up to three
months in case they visit Argentina for tourism.
Foreign citizens willing to reside and do business in
Argentina need to process a residence permit within
the National Immigration Board (Dirección Nacional de
Migraciones) known as DNM.

www.limeres.com
argentina@limeres.com

20
There
are
different
residence
categories – permanent, temporary,
transitory and provisional residences.
All four types of residences can be
filed in Argentina within the DNM.
The residence permit can be filed
by the foreigner directly or a close
relative in Argentina.

MERCOSUR Nationals
Foreigners coming from Mercosur
countries like Brazil, Paraguay,
Uruguay and Venezuela can request
an initial 2-year residence.
This
benefit was extended to other
countries known as Mercosur
associate countries such as Bolivia,
Colombia, Chile, Ecuador and Perú.

Immigrations permits
required to Doing
Business in Argentina
Permanent Residence
Foreign residents from Mercosur
or associate Mercosur countries
can obtain a permanent residence
provided they can prove an
uninterrupted temporary residence
of two or more years. Non-mercosur
citizens need to prove 3 uninterrupted
years of residence in Argentina.
Permanent residence can be granted
when related to an Argentine citizen
such as spouses, children under 19
years-old or parents. Also, permanent
residence is granted to people that
have worked in diplomatic or consular
tasks or worked in international
organizations.
Permanent residence can be obtained
after having extended the temporary
residence for a while.

Foreigners coming from any other
country that does not belong to
Mercosur or Mercosur-associate
countries are considered a nonMercosur
citizen
and
other
requirements may apply.
Mercosur and non-Mercosur citizens
living in Argentina can request a
national identity document - known
as DNI - provided they fulfill certain
requirements. An entry permit and
a Visa are required among other
requirements.
Please check with us before starting
your residence process.

www.limeres.com
argentina@limeres.com

A permanent residence allows a
foreigner to have the same rights
as a national citizen and obtain the
necessary legal protection from the
national laws either working as an
employer or as an employee.
The formal requirements to process
permanent residence filings include
criminal records, birth and marriage
certificates issued in Argentina and
the country of origin.

Temporary Residence
A temporary residency can be
provided to any foreigner willing
to reside in Argentina for a specific
period of time.
Applicants can

21

www.limeres.com

2013
Guide to Doing
Business in
Argentina
be investors, migratory workers,
pensioners, scientists, a company’s
employee, athlete, artist, members
of an official religious order, a
patient receiving medical treatment,
students, asylum seeker or refugee
or a foreigner invoking humanitarian
reasons.
The most usual scenarios of
temporary residence for people
willing to do business in Argentina
are: (i) foreign employee that enters
into an agreement with an Argentine
company; (ii) a foreign company’s
employee that is being transferred to
an Argentine company.		
		
Firstly, the DNM will issue an entrance
permit once the employer or local
company initiates a filing.
Secondly, the applicant will present
such entrance permit and personal
documentation to the Argentine
consulate in his country of residence.
Then, the consulate will grant the
temporary residence permit.
The
temporary residence can be granted
for a maximum period of one year
and may be renewed for an equal
period.
Non-Argentine citizens can obtain
a temporary residence provided
they fulfill the necessary paperwork
such as criminal records, birth and
marriage certificates.
When entering Argentina for the first
time the foreigner needs to submit
to the immigration officer with a
valid passport, a valid entry permit
as a temporary resident and a valid
consular visa as a temporary resident.

www.limeres.com
argentina@limeres.com

Transitory Residence
Transitory residence is the one
granted to foreign citizens willing to
remain in the country for a limited
period of time. It may apply to tourists,
transit passengers, border passes,
international transport crew, seasonal
migrant workers, academics and
patients seeking special treatment
among other special cases that may
apply.
Transitory residents cannot do
business in Argentina in any way
except seasonal migrant workers or
any other exceptions the DNM may
determine applicable.
A two month transitory residence
may be given to foreigners doing
business or engaged in economic
activities either under their sole risk
and responsibility or as a stakeholder
or representative for a company.
Also, a transitory residence can be
given to people that come into the
country taking part in fair exhibitions.
The documentation to be requested
by the migration officer includes a
valid passport and a valid argentine
visa. Also, the foreigner will be
requested to show supporting
documentation of the activities he
will be undertaking in Argentina.

Provisional residency
There is a fourth type of residency
called provisional residency. This
type of residency is the one that the
immigration officer provides to the
foreigner until there is a resolution
on his definite migration status
residency. It may last as much as 180
days and could be renewed until the
final resolution is available.

22

www.limeres.com

2013
Guide to Doing
Business in
Argentina
www.limeres.com

2013
Guide to Doing
Business in
Argentina

Chapter FOUR:
Investments
Foreign Investments
Argentina has created a series of regulations in order to
attract foreign investments to the country. The purpose
of all regulations is to protect local interests of foreign
investors in Argentina.
Foreign investments in Argentina are regulated by Act
21.382 enacted in 1976 and amended several times
in 1980, 1989, 1990 and 1993. It was not until this last
amendment with Decree 1853/93 that Argentina got its
definite text for Act 21.382.
The first principle of Act 21.382 is that foreign investors
may invest in any economic activity in Argentina without
any prior approval. This principle provides foreign
investment the same equality status as local Argentine
investments. Economic activities include commercial,
financial, industrial, agricultural, production and exchange
of goods, among others. The only exceptions to economic
activities are broadcasting and real estate in border areas.

www.limeres.com
argentina@limeres.com

23
The second principle is related to
investment repatriation and the right
to remit profits abroad at any time
as per section 5. This principle is
somehow limited by the regulations
of the Central Bank of Argentina
known as BCRA. The purchase of
foreign currency by non-Argentine
residents is limited to a certain
amount. (More information about
currency limitations found later on
this same chapter.)
The third principle is related to
eliminating the former need of
approval
required
to
transfer
technology. Such agreements now
need to be filed before the INPI, that
is to say, the National Institute of
Intellectual Property. This principle
aims to eliminate the avoidance of
double taxation ruled by local laws
and treaties ratified by Argentina.
The Foreign Investment Act set forth
certain guarantees that have been
reinforced by Bilateral Investment
Treaties entered into by Argentina in
the nineties. Such treaties are meant
to reinforce foreign investment
guarantees by the host State and
provide rules in case of dispute
resolution.
Some basic principles included in
the many Foreign Investment Acts
ensure legal security, equitable
treatment and full protection to
foreign investments. It also excludes
arbitrary or discriminatory measures
that the host State may take against
the foreign investment. Furthermore,
adequate compensation should be
granted in case of expropriation or
nationalization among many other
principles.
The Bilateral Investment Treaties
established that in case of dispute local

www.limeres.com
argentina@limeres.com

laws must guarantee the protection
of foreign investment. As a result,
the Vienna Convention on the Act
of Treaties states that a party cannot
invoke its internal law provisions to
justify its failure to enforce a treaty.
Argentina has granted constitutional
hierarchy to international treaties in
Section 75 Paragraph 22.
In case of disputes, many foreign
investors have chosen to bring
their investment disputes before
arbitration tribunals under UNCITRAL
Arbitration Rules or the International
Center for Settlement of Investment
Disputes known as ICSID.
The ICSID purpose is to facilitate
settlements of disputes between
foreign investors and host States
following the rules set forth in the
Convention on the Settlement of
Investment Disputes between States
and Nationals of Other States. The
Convention was firstly ratified and
enforced by Argentina in November
1994.

Currency. Official
and Unofficial
Exchange Rates
The currency in Argentina is
the Argentine Peso - $ - and it is
represented with the international
exchange acronym ARS.
After the end of convertibility on
January 6th 2002 the Argentine Peso
no longer pegged the US dollar at a
AR$1 = US$1.
Convertibility made possible the
Argentine Peso equal a United States
Dollar in AR$1 = US$1 rate until the
enactment of Law 25.561, Decree
214/02. Ever since then the Peso was
devalued.
24

www.limeres.com

2013
Guide to Doing
Business in
Argentina
Currently,
Argentina
has
two
different exchange rates – the official
exchange rate and the unofficial
rate. Since October 2011 General
Resolution 3210 of the AFIP - Federal
Administration of Public Revenues
– was the first resolution of many
to enforce the limitation of currency
purchases in order to avoid capital
flights. US dollar can only be acquired
in the official exchange market for
restricted reasons – tourism, real
estate purchases, and a few other
reasons that could only be justified
on an income basis. Anyone who
would not qualify to legally exchange
money at official rates is forced to
exchange US dollars at the unofficial
rates.
The official exchange rate for a US
dollar has reached AR$5.29 whereas
the unofficial exchange rate is of
AR$8.55 according to exchange rate
values measured in June 2013.

Exchange Controls
and Central Bank
Regulations
The foreign exchange system in
Argentina is used as a way to control
the value of the Argentine Peso and
the US Dollar, which is the main
foreign currency, used for commercial
transactions influencing the flow of
capitals.
Transfer of foreign funds into and from
Argentina is subject to recordings
of the Central Bank of the Argentine
Republic.

www.limeres.com
argentina@limeres.com

www.limeres.com

2013
Guide to Doing
Business in
Argentina

The currency exchange transactions
of individuals and artificial persons
are audited by the AFIP – Federal
Administration of Public Revenues,
that is, the entity in charge of
approving or denying currency
exchange purchases on a very strict
income basis.
The following chronology outlines
the main resolutions that modified the
US Dollar purchase in Argentina in
order to prevent speculative currency
exchange.
August 2011: AFIP begins to control
exchange purchase of US dollars.
Resolution 3210 of AFIP establishes
artificial entities and physical persons
a verification process to purchase
exchange depending on their
registration before AFIP through
their CUIT – or Tax Id. Exchange
transactions no longer available
through online banking or ATM.
November 2011: since AFIP’s criteria
were not consistent Resolution
3212 was released informing how
to get over inconsistencies related
to insufficient economical capacity.
Supporting documentation to justify
income could be submitted to AFIP
.
May 2012: AFIP Resolution 3333
was released informing additional
criteria to approve or deny exchange
purchases for tourism. Real estate
transactions were also affected by
the exchange restrictions.
June 2012: several resolutions were
released informing availability of
exchange purchases for tourism,
real estate, medicine, books, studies
scholarships. The contributor had
to oblige himself to return the US
dollars purchased in case his trip was
cancelled.
25
August 2012: Resolution 3356 stated
that in cases of tourism exchange
could only be obtained in the legal
currency in the country of destiny.
Resolution 3378 restricted credit card
purchases made outside Argentina
with an additional 15% charge.
Then, AFIP Resolution 3379 extended
such 15% charge to abroad online
transactions made with debit card.
March 2013: the BCRA limited the
use of credit card in casinos outside
Argentina to avoid chips purchase that
would enable US dollar exchange.

Transferring Funds
into and from
Argentina
Argentina has a foreign exchange
system regulated by the BCRA the Central Bank of the Argentine
Republic. Currency transfer of funds
made in the Argentine exchange
system require a mandatory deposit
for a minimum term of 365 days
without accruing interest known as
“encaje” (insertion).
The insertion aims to discourage
temporary funds transfer into
Argentina that may affect the Capital
Market exchange rates. It is meant
to prevent financial speculation by
foreign investors in the Argentine local
market for productive investments.
The regulations of Decree 616/05
established a system for:
(i) Registration of Foreign Exchange
Market
funds
transferred
into
Argentina by the BCRA;
(ii) Restrictions to transfer funds from
Argentina for a minimum term of 365
days;
www.limeres.com
argentina@limeres.com

(iii) Fulfill the funds required in US
dollars for 30% of the amount to be
transferred to Argentina – mandatory
deposit without accruing any interest
for a minimum of a 365 days term.
There are some activities that are
excluded to comply with the encaje
mandatory deposit, such as:
• Foreign trade debts.
• Debt issuance and payables to
multilateral credit agencies.
• Loan repayment and creation of
foreign assets.
• Investment in non-financial assets.
• Direct foreign investment in
Argentine companies, which include
at least a 10% in contributions for
capital stock increases, registered
within the IGJ.
• Repatriation of investments made
by residents with a maximum amount
of US$ 2.000.000 monthly.
• Non-residents funds transferred
to Argentina to purchase real estate
property under construction.
In order for foreign investors to qualify
for the insertion mandatory exemption
the following documentation needs
to be filed before the bank:
a) For capital contributions to create
new companies or capital stock
increases for existing companies – the
investor needs to provide supporting
documentation demonstrating he has
started the registration process before
the IGJ and the IGJ approval of the
capital contribution within the term of
250 days from the initiation process.
If the contribution is not capitalized
the investor has 10 business days to
make the mandatory deposit.
b) Stake-holding sales to foreign
investors provided the purchases
made comply with direct investment
criteria. The foreign investor needs to

26

www.limeres.com

2013
Guide to Doing
Business in
Argentina
prove he has filed before the IGJ the
procedures to register the certificate
of incorporation.
c) Equity reimbursements related to
capital contributions or funds transfer
to an Argentine subsidiary that has
no equity funds allocated to cover
negative equity. The foreign investor
will require audited balance sheets,
minute’s book, and a statementindicating destination of the funds.
The foreign investor has 90 days since
the transfer of funds to Argentina to
submit the required documentation.
d) External financial liabilities with
at least two years and non-financial
assets such as investment and
acquisition of exploitation rights
included in the balance sheet under
intangible assets among other
accounting formalities.
Unless proof is presented in a timely
manner, the foreign investor will have
to make the insertion mandatory
deposit.
BCRA Communication
“A” 4672 provides the formal
requirements needed to apply for an
exemption.

Public Support to
Foster Investment
Argentina has many incentive
programs meant to foster internal
and foreign investment within the
country.
Such programs are motivated by the
local authorities and are available to
almost every economic activity.
a) Investment incentives for capital
goods and infrastructure works as

www.limeres.com
argentina@limeres.com

per Law 26360. Such incentive is
meant to provide an accelerated
depreciation for income tax or early
refund of VAT.
b) Reduction of import duties
on capital goods as per Decree
1026/2012. Importers of new capital
goods may apply for this incentive
before the Customs Office.
The
incentive is meant to apply to extraMercosur capital goods with import
duties that go from 2% to 14% as
applicable according to the tariff
classification of Mercosur NCM.
c) National production of goods, IT,
Telecommunications and Agricultural
machinery enforced by the Ministry of
Industry. This incentive is governed
by Decrees 379/2001, 927/2010 and
362/2011 and is designed to provide
local manufacturers with a tax refund
of 14% of the values of the goods
produced. Such tax refund could
be applied against VAT, Income Tax,
Excise Taxes and Minimum Presumed
Income Tax.
d) Reduction of VAT - Value Added
Tax - enforced by AFIP as per Decrees
493/2001,
496/2001,
615/2001,
733/2001 and 959/2001. Since the
standard VAT is of 21% a reduced
VAT of 10.5% is applied towards
the purchase of capital goods, IT &
Telecommunications products and
parts. Personal property imports VAT
is also reduced.
e) Import of capital goods for large
investment projects following the
regulations established by Resolution
256/2000 as amended and enforced
by the Secretariat of industry or
Ministry of Industry. This incentive
is meant to reduce to zero tariffs for
imported capital goods that make up
a complete and independent capital
27

www.limeres.com

2013
Guide to Doing
Business in
Argentina
line. Replacement parts could be
imported up to a value of 5% FOB of
the production line.
f) Temporary import of capital goods
as per Law 22415, Decree 1001/1982,
Customs Office Resolution 34/1998,
Decree No. 142/2010. Such capital
goods may be temporarily imported
for a specific purpose and for a fixed
term. The capital goods are subject
to re-export for consumption before
the expiry of the term. In this way,
the capital goods enter the country
without being subject of import
duties for a maximum term of 3 years
that may be exceptionally extended.
The Argentine government offers
other sector-specific incentives.
• Automotive and auto-part industries
• Software industry
•State-of-the-art
biotechnology development
and production
• Biofuels
• Motorcycle and motorcycle
parts industries
• Mining
• Forestry
•Exploration and exploitation
of hydrocarbons
• Public infrastructure works
• Use of renewable sources of
energy
• Audiovisual industry
Argentina offers
innovation
and
development too.

www.limeres.com
argentina@limeres.com

incentives for
technological

•Argentina Technology Fund FONTAR
Software Industry Fiduciary Fund FONSOFT
• Fund for Scientific and
Technological Research - FONCYT
• Argentine Sector Fund –

FONASERC
• National Science and Technology
Council – COFECYT
• Promotion and Encouragement of
Technological Innovation
With regards to Investment Financing
available
to
potential
foreign
investors, credit may be requested to
each of the following banking entities.
BNA – National Bank of Argentina
BICE - Investment and Foreign Trade
Bank
CFI - Federal Investment Council
FonaPyme - National Development
Bicentennial National Program for
industrial park development
FinPyme
In terms of Export Promotion there is
a series of incentives audited by the
Customs Office available to exporters
of tangible assets.
• Draw Back
• Export refunds
• Inward Processing Relief
• RAF - Turnkey exports In-company
customs system
• In-house customs
• Under secretariat for Investment
Development and Trade Promotion
• Fundación Exportar
• ProArgentina
If you would like to read more about
each specific incentive program
please refer to the Ministry of Foreign
Affairs and Worship where you will
find detailed information on each
incentive in
Argentina has Free Trade Zones
where goods are not subject to the
usual customs controls and duties
and taxes are not levied on imported
and exported goods. The aim of Free
Trade Zones is to promote trade by
reducing costs and tax procedures
28

www.limeres.com

2013
Guide to Doing
Business in
Argentina
www.limeres.com

2013
Guide to Doing
Business in
Argentina

along with tax incentives.
Argentina has a total of eleven
Free Trade Zones in the following
provinces.
• Buenos Aires: La Plata and
Bahía Blanca
• Córdoba: City of Córdoba
• Chubut: Comodoro Rivadavia
• La Pampa: General Pico
• Mendoza: Luján de Cuyo
• Misiones: Puerto Iguazú
• Salta: General Guemes
• San Luis: Justo Daract
• Tucumán: Cruz Alta
• Entre Ríos:
Concepción del Uruguay
Since investment incentives are
modified constantly do let us know
should you have any inquiry regarding
any specific activity not mentioned in
this chapter.

www.limeres.com
argentina@limeres.com

29
www.limeres.com

2013
Guide to Doing
Business in
Argentina

Chapter FIVE:
Trade Regulation.
How to Export from and Import to Argentina
The first step to be fulfilled in order to export or import
a product to Argentina is to register within the National
Registry of Importers and Exporters.
This is a mandatory one-time process that would allow
you personally or your business to export or import in
any customs office of the country.
Exports are defined by the Customs Code as the
withdrawal of goods from a national customs territory.
The withdrawn goods are assigned with an ultimate enduse. This end-use may be definitive or non-definitive
which may include temporary exports for goods in transit.
Exporters willing to export specific product from
Argentina need to be familiar with customs procedures,
refunds each product may have as established by the
Government and applicable export duties, among many
other details to take into consideration.
AFIP – the tax authority - sets forth regulations, tariff
schemes and audits the Customs Office in order to
prevent tax evasion.
There are also other agencies that may participate in
the process of controlling imports or exports such as
the Secretariat of Agriculture, Cattle, Fishing and Food;
the Industry under Secretariat; the Ministry of Public
Health and Social Welfare; the National Foreign Trade
Commission.

www.limeres.com
argentina@limeres.com

30
In the past, the Argentine customs
procedures used to be lengthy and
required the physical submission
of paperwork. Today, the customs
procedure was improved to make the
necessary submissions through an
online system called Maria System
allowing payment of duties too.

Exports Procedure
When exporting the first characteristic
to take into consideration is
identifying the MERCOSUR tariff
classification or position in the
Common Nomenclature - NCM - of
the product to be exported. This
information will provide you with
applicable export refunds; export
duties, government incentives and
tariff or non-tariff barriers that may
exist in other destination countries.
It is also important to determine the
ultimate end-use of the product to be
exported. The exporter needs to fill
out a shipment permit. The shipment
permit will be accompanied by an
affidavit from the manufacturer
indicating details of the operation
and of the goods value for customs
purposes. The purpose is to define
the taxable base used to levy export
duties, establish an exchange rate
and apply export refunds if there
were any.
Once the shipment permit and
affidavit are approved the system
will automatically determine the
selection channel, that is, the control
applicable to the goods. There are
three different channels:

control of the goods is made by the
Customs Office
- Orange Channel – only the
documentation submitted needs to
be reviewed by Customs Office
- Red Channel – both documentation
and the goods are controlled by
Customs Office
The channels are assigned randomly
to some products that do not
necessarily require controls and
they may be assigned a specific
red channel for products that do
require a specific control such as
pharmaceutical products.
The legal conditions to be able to
export goods from Argentina are met
with the presentation of the end-use
application form and documentation
required for the operation. However,
the goods will only be released upon
fulfilling Customs requirements. The
release may depend on the payment
or duties.
The following documents may be
required when exporting goods from
Argentina:
• Commercial Invoice
• Packing List
•Certificate of Origin - COV
• Bill of Lading - B/L
• Pre-shipment inspection certificate
Usually a knowledgeable dispatcher
who will set forth the necessary
submissions through Maria System
carries out this procedure.

Green
Channel
–
neither
documentation control nor physical

www.limeres.com
argentina@limeres.com

31

www.limeres.com

2013
Guide to Doing
Business in
Argentina
Export refund system,
export duties and VAT
exemptions
The export refund system includes
total or partial refund on domestic
taxes that are paid during different
stages of the manufacturing process
of brand new products. The aim is
to deduct domestic taxes that have
already been paid from the export
value. In other words, the refund is
made on the value added in Argentina.
Export duties may vary from 5% to
40% on the product FOB value or
even more. Depending on the good
to be exported the duties may be
for a fixed amount or for a specific
percentage called ad valorem of the
FOB price.
With regards to VAT exemptions it
could be reimbursed in any of the
following cases:
• Set off – this exemption takes place
when there are own debits from
previous operations in the domestic
market.
• Credits – the exporter may use such
credit for other tax liabilities he may
have with AFIP
.
• Return – tax credit holder either
cash or bonds
• Transfer – the transfer of VAT credit
to another taxpayer.
Any of the VAT exemptions credits
may be used against tax liabilities of
the exporter.

Imports Procedure to
Argentina
Imports are defined by the Customs
Code as the entry of goods into the
www.limeres.com
argentina@limeres.com

general national customs territory
from a destination outside such
territory. Hiring services abroad is
treated as goods if used or exploited
within the country. Copyright and
intellectual property follows the same
treatment.
There are different types of imports
in Argentina:
According to ultimate use, goods can
be definitive and non-definitive. We
have referred to definitive imports as
consumption goods and those that
may remain in the customs territory
indefinitely, which may be valued in
order to determine the corresponding
tax and duties to be levied.
With regards to non-definitive
imports, these include temporary
imports in transit and goods stored
in a warehouse. Temporary imports
are those where the merchandise
imported may remain for a specific
purpose and within a fixed term
in the customs territory, subject
to the obligation of re-export for
consumption before the expiry of the
term, which begins at the moment of
its release.
Also, we have imports of goods
meant to be stored in public-bonded
warehouses for a fixed period of time
until they are authorized to leave to
another destination.
In order to be able to import goods
to Argentina an import license is
required called Non-automatic import
license. The Secretariat of Foreign
Trade of the Ministry of Economy and
Public Finances prior to the shipment
needs to issue an import certification.
This is an official approval certificate
authorizing the operation to take
place.
32

www.limeres.com

2013
Guide to Doing
Business in
Argentina
www.limeres.com
argentina@limeres.com

Also, a Sworn Affidavit Prior to Import
is requested. Usually, any Argentine
company willing to import goods to
Argentina will require such approval
before the purchase of the goods is
made.
Not to forget that services provided
abroad will also require a Sworn
Affidavit.
Services included are:
information and IT services, patents
and trademarks, royalties, copyrights,
payments under football player
transfers, business, professional and
technical services, personal, cultural
and recreational services, payment of
commercial guarantees for exports
of goods and services, acquisition
of rights to foreign movies, video
and audio, technology transfer
under Law 22426 (except patents
and trademarks), other profits paid
abroad, purchase of non-produced,
non-financial assets.
Furthermore, Argentine residents
hiring foreign services for USD10,000
monthly or USD100,000 per year also
need to file a Sworn Affidavit Prior to
Rendering Services.
With regards to tariff rates applied to
imports they vary from 5% to 35%
of the total value including the cost,
insurance and freight.
Other import taxes include 21% of
VAT. 10% of VAT needs to be paid
in advance when the initial import
submission is made except for capital
goods that are going to be imported
by end users.
As mentioned before, AFIP tries
to prevent tax evasion in the
Customs Office.
According to
Decree 618/1997 AFIP can enter into
collecting agreements with provincial
tax authorities and act as a collector
agent of local taxes levied on goods
consumption.
Furthermore,
AFIP’s
resolution
1408/2003 establishes that importers
registered in jurisdictions that have

been collecting agreements with
the AFIP need to pay 1% of the VAT
taxable base.
There may be other specific taxes for
certain products such as alcohol and
cigarettes, among many other. In
any case, taxes need to be paid and
registered prior the Customs Office
grants clearance on the goods.

Antidumping Practices
and Regulations
Foreign trade between Argentina
and other nations has expanded in
the last few years. Many businesses
have developed their own strategies
in order to motivate foreign trade
into their local markets. In some
cases, foreign trade has been much
more attractive than local prices in
Argentina.
As a result, antidumping laws have
been created to work a way out of
unfair pricing of imported goods.
If an imported product is found to
negatively impact the local industry
that produces such product in
Argentina import duties are meant to
compensate the level of dumping.
Argentina signed the General
Agreement on Tariffs and Trade in
1992. The Agreement was put into
effect with Decree 2121/04 and added
into the Argentine legal system with
Law 24176.
Also, Decree 1219/06 determined that
authorities could go to a third country
market economy to verify prices.
This regulation aims to compare
prices between imports to Argentina
and imports to any other nation. The
same concept applies to exports.

33

www.limeres.com

2013
Guide to Doing
Business in
Argentina
www.limeres.com

2013
Guide to Doing
Business in
Argentina

The authorities in charge of carrying
out investigations about dumping
practices are:
- The National Foreign Trade
Commission or NFTC – its purpose is
to carry out investigations related to
injurious imports and damages that
may impact the Argentine economy.
- The Fair Trade Department or FTD –
it also investigates dumping practices
or subsides that may exist.
A local interested party - usually a
local producer or a trade association
representing at least 25% of the local
production - will file a complaint
within the authorities. Supporting
documentation that evidences the
dumping claim needs to be submitted.
Also, the FTD will determine the
admissibility of the case and then the
NFTC will carry out the investigation
to determine the existence of the
alleged damage. Both authorities
need to render an opinion about the
investigation in order to continue.
Provisional measures will only be
available if there is a preliminary
determination indicating dumping
practices have been taking place or
there is a connection between the
prices in effect and the damages
caused to the local market.

www.limeres.com
argentina@limeres.com

The NFTC will submit a report to
the FTD analyzing the necessary
elements that support the case.
The FTD will, in turn, render its own
conclusions, which need to be based
on the arguments stated by the NFTC.
Both conclusions are then submitted
to the Ministry of Economy and
Public Finance who will inform its
final decision in the Official Gazette.
Final resolutions may be appealed in
judicial courts.
34
www.limeres.com

2013
Guide to Doing
Business in
Argentina

Chapter SIX:
Tax system in Argentina
Argentina has three different levels of authorities that set
forth their own rules and regulations, and levy taxes:
(i) The Federal Government. Its tax authority is AFIP
.
(ii) The Provinces – 23 provinces plus the City
of Buenos Aires.
(iii) The Municipalities.
The main taxes determined by each authority are the
following:
(i)	
	
	
	
	
	
	
	

Provincial taxes

	
	
	

Turnover Tax
Stamp Tax
Real estate Tax

(iii)	

Municipal taxes

	
	
	
	

argentina@limeres.com

Corporate and/or Personal Income Tax
Minimum presumed income tax
Value Added Tax
Excise Tax
Tax on bank accounts debits and credits
Personal Assets
Customs duties

(ii)	

www.limeres.com

Federal Government taxes

Health and safety Tax
Street lighting
Sweeping and cleaning taxes
Advertising taxes
35
We will now outline the main aspects of
the taxes afore mentioned. However,
it is important to notice that new
rules and regulations are approved
constantly by the authorities.

Authorities have 5 years as of
January 1st of the year following the
income tax due date to claim any tax
differences.

We suggest an in-depth analysis
of your business with our Certified
Public Accountant prior carrying out
business in Argentina.

Minimum Presumed
Income Tax - MPIT.

Federal
Government
Taxes
Income Tax
Income tax includes all income
from an Argentine and/or any
foreign source of income obtained
worldwide by an Argentine resident.
Non-residents are only taxed on their
Argentine source of income.
With regards to the income tax rate
applied to a business including local
companies and branches that belong
to non-residents it is 35% of the net
taxable income. Such 35% must be
paid by the end of the fiscal year.
Tax returns need to be filed and tax
must be paid within 5 months after
the fiscal year closing date. However,
prior to the fiscal year closing, ten
installments need to be monthly paid
in advance. New businesses are
not required to pay such advance
installments for the first fiscal year.
Furthermore, net-operating losses
of a net fiscal year can be carried
forward up to 5 years.
www.limeres.com
argentina@limeres.com

An Argentine business must pay the
minimum presumed income tax. This
annual tax of 1% is calculated on the
value of all corporate assets located
in the country and abroad.
A business must pay either the
income tax or the minimum presumed
income tax, whichever is larger.
Taxpayers with assets in the country
under AR$200,000 are exempt from
the minimum presumed income tax.
Shares and other participations in the
capital local market are exempt from
this tax too.
Tax paid on assets located abroad
could be computed as tax credit.
If the MPIT is higher than the income
tax, it may be used as a credit for the
next ten-tax period of the Income Tax
liability of the future tax period.

Value Added Tax – VAT.
Most of the economic transactions
that take place in Argentina are
affected by the VAT tax. VAT is levied
on taxable supplies of goods and
services plus imports of goods and
services too. Exports of goods and
services are not affected by tax.
The usual rate on VAT is 21%. However,
there may be some exceptions to this
rule. Some transactions like interests
to be paid to a local financial entity
36

www.limeres.com

2013
Guide to Doing
Business in
Argentina
could have a 10.5% reduction on VAT
and some other public services like
energy and water supply may have a
27% VAT tax rate applied.
The VAT tax rate is applied to each
stage of production or distribution of
goods and services depending on the
value of what was added on each of
the stages.
Goods and services that are not
affected by VAT include: newspapers,
magazines and books; natural water,
bread and milk; medicines for human
use; education services that follow
the official curricula; real property for
dwelling; life insurance; healthcare
services; international passenger
transport; financial investments.

The tax rate for excise will depend
on the value of each good or service
rendered.
Tax on Bank Accounts: Debits and
Credits
This tax has a 0.6% rate on all bank
account debits and credits. Although
this tax is paid by the account holder,
it is the bank’s responsibility to
enforce such regulation.
Any transfer of money that is not
executed through a bank account
may be subject of a 1.2% tax rate.
The bank account tax can be
computed as income tax and MDIT.

Reimbursements
for
VAT
on
purchases cannot be claimed when
a VAT-exempt activity is carried out.
However, VAT on purchases can be
credited on VAT on sales in order to
tax the value added to the taxpayer’s
supplies.

Personal Assets Tax

Excise Taxes

Argentine individuals owning assets
over AR$305,000 need to pay
Personal Assets Tax which may vary
from 0.5% to 1.25% depending on
the amount of the assets owned.
Non-residents are applied the 1.25%
tax rate on Personal Assets.

Excise taxes are levied upon the
transfer and imports of certain goods
specifically detailed by law. Such
goods include tobacco, alcoholic
drinks, non-alcoholic drinks, extracts,
phone services, luxury objects and
engines.

Personal Assets Tax is imposed on
assets existing on December 31st
of each year owned by Argentine
residents located in Argentina and
abroad, and non-residents located in
Argentina.

www.limeres.com
argentina@limeres.com

Personal Assets value

0.5%

AR$305.000 – AR$750.000

0.75%

AR$750.000 – AR$2 million

1%

AR$2 million - AR$5 million

1.25%

Excise taxes are also levied on
electronic products such as GPS, IP
phones, air conditioning and heating
equipment, among others.
Some
services are subject to excise taxes
too.

Tax Rate

Over AR$5 million

37

www.limeres.com

2013
Guide to Doing
Business in
Argentina
It is important to consider that shares
and interest pay a Personal Assets
flat tax rate of 0.5%. This amount
is paid by the company that issued
such shares.

Turnover Tax. For such calculation
the tax base is distributed among
the various jurisdictions and the
Multilateral Agreement is applied.

Provincial
taxes

Stamp Tax

Turnover Tax
Turnover Tax is known as Impuesto
sobre los Ingresos Brutos, that is, tax
on gross income.
Turnover Tax levies tax on gross
income arising from the commercial
activity carried out by each business.
Its rate varies depending on the
activity itself and the jurisdiction
where the activity takes place. This is
the most important tax paid in Buenos
Aires and City of Buenos Aires.
For instance, non-residents that own
shares of a business in Argentina are
subject to pay Turnover Tax. The local
business will pay and has the right to
be reimbursed by the shareholders.
Applicable Turnover Tax rate in the
City of Buenos Aires may go from 1%
to 3% depending on the activity that
is being carried out. There are some
specific activities that have their own
Turnover Tax rate, such as real estate
agents that pay 6%, construction
pays 3% and financial activities 5.5%.
Some industrial activities may be
exempt of Turnover Tax.

Multilateral
Agreement

www.limeres.com
argentina@limeres.com

Any entity doing business in more
than one province is subject to

Stamp Tax is levied on documents
indicating
transactions
for
consideration
like
contracts,
incorporation of companies, corporate
capital increases, acknowledgement
of debts and transfer of real estate
among others.
Usually, the rate applied on Stamp Tax
is 1.5% of the value of the document
itself. There are some exceptions to
this rule such as real estate transfer
in the Province of Buenos Aires that
levies 4%.
It is levied in the jurisdiction where
the transaction was instrumented.
However, it may be levied in the
jurisdiction where it causes its effects.

Real Estate Tax
This tax is levied on real estate in all
provinces. It is calculated based on
a fixed rate of the real estate value
made by the province. Municipalities
may collect Real Estate Tax.
Real estate tax does not consider the
ability of the real estate owner to pay
in its calculation rate.

Municipal taxes
Municipal taxes may include health,
safety, street lighting, sweeping and
cleaning taxes, advertising taxes,
granting permission for starting a new
economic activity, and taxes levied
38

www.limeres.com

2013
Guide to Doing
Business in
Argentina
on the right of using public spaces,
among many others. Municipal taxes
are not relatively significant and
are based on net income from the
jurisdiction involved. Each municipal
jurisdiction has its own rules and
regulations to levy municipal taxes.

Denmark, Spain, Finland, France,
Germany, Great Britain & Northern
Ireland, Italy, Norway, Netherlands,
Russia, Sweden, Switzerland.

Double taxation
agreements
Argentina has subscribed several
agreements with many countries it
deals with. The aim of such treaties
is to avoid double taxation and fiscal
evasion.
The enforcement of international
agreements would allow a nonresident of Argentina to reduce
Argentine withholding taxes such
as Income Tax. Also, shareholdings
from non-residents may be excluded
from Personal Assets Tax.
Agreements signed with Latin
American countries follow the
Andean Group model based on
territoriality whereas agreements
signed with European nations follow
the OECD and UN Model Convention
that increase the source-country
taxing rights.
For instance, transfer-pricing rules
apply to transactions that involve an
Argentine and a foreign business.
Argentina adopts the OECD rules
based on the arm’s length principle.
Once per year, the Argentine business
needs to file a tax return and transfer
pricing report in order to account for
the price transactions that took place.
As of 2011, Argentina has signed
double taxation agreements with
the following countries: Australia,
Belgium, Bolivia, Brazil, Canada, Chile,
www.limeres.com
argentina@limeres.com

39

www.limeres.com

2013
Guide to Doing
Business in
Argentina
www.limeres.com

2013
Guide to Doing
Business in
Argentina

Chapter SEVEN:
Insolvency and
Bankruptcy in Argentina
Insolvency and bankruptcy proceedings are ruled by Law
22.522 and contemplate three main insolvency proceedings:
(i) Out-of-court agreement
(ii) Reorganization
(iii) Bankruptcy
The general provisions apply to both individuals and entities.
There are a few exceptions of the Bankruptcy Law that do not
apply to financial institutions, pension funds and insurance
companies. Also, certain organizations such as banks are
excluded from the Bankruptcy Law.
To begin with, an out-of-court agreement allows a debtor
under economic and financial difficulties reach a repayment
plan agreement with his creditors and then submit it for
judicial homologation.
The debtor needs to fulfill certain requirements prior to
submitting the out-of-court agreement to the judge such
as authenticated documents by a CPA, statements of
assets and liabilities, a list of creditors, ongoing litigation
proceedings or proceedings with an unenforced judgment,
the commercial books of the company or corporation, the
amount of principal and the percentage it represents to all
registered creditors.

www.limeres.com
argentina@limeres.com

40
Law 22.522 requires fulfilling the
necessary legal majorities, which
must be two thirds of the ordinary
creditors. This would allow the debtor
request approval of the repayment
plan to Court. Such approval has the
same effects as the effects obtained
from
a regular reorganization
proceeding.
Then, we have the reorganization
proceedings – or concurso preventivo
– initiated by either the insolvent
debtor or the creditors regardless of
their residence. Creditors that own
assets in Argentina and are domiciled
in Argentina or abroad may begin
reorganization proceedings. Abroad
creditors need to prove reciprocity
rules between Argentina and the
country where the credit is payable
in order to file a reorganization
proceeding in Argentina.
If the
reorganization proceeding is initiated
by the debtor proof of his inability
to pay debts as they fall due and a
reorganization or repayment plan
needs to be submitted.
Once
the
opening
of
the
reorganization proceedings begins
the debtor or members of a company
with unlimited liability must comply
with the prohibition order of disposal
of property. Still, the debtor retains
his property administration under the
supervision of an appointed trustee.
Creditors need to prove their credit
before the appointed trustee who
will indicate the Court if their credit is
to be admitted in the reorganization
proceedings. The appointed trustee
will verify the books of the debtor
and confirm the existence of the
creditor’s claims. The Court has the
final decision in admission of credit.

www.limeres.com
argentina@limeres.com

The trustee needs to inform the
creditors about the initiation of the
reorganization
proceedings
and

creditors will have a deadline to
submit their filings. Creditors must
prove their credit and submit the
supporting documentation to the
trustee. Both, debtor and creditors
may challenge the filings of creditors
should they consider it necessary.
Just like the out-of-court agreement,
the
reorganization
proceedings
require a repayment plan from the
debtor that needs to be approved
by two thirds of each class of the
creditors. If the majorities are not
obtained to approve the repayment
plan and the debtor is a limited liability
company or corporation a new
special record opening is provided
for by the Law.
This special opening allows any
creditor or third party interested in
acquiring shares to file a repayment
plan too. There are no limitations of
the entities or individuals that could
register in the salvage proceedings.
Registered entities or individuals
may file a repayment proposal to the
same category of creditors that have
been submitted by the debtor. It is
possible to propose new categories
of creditors and their agreement is
required within twenty days of the
proposal in order to reorganize and
prevent bankruptcy. If there were
no interested parties or the special
opening majorities were not obtained
within five days the Court will declare
bankruptcy.
If the creditors plan is approved
then the debtor shares must be
transferred to the third party that
proposed the plan. The repayment
plan will have to be enforced by the
creditor. Usually, the creditor that is
transferred the shares is the first one
to obtain the legal majorities in the
special opening.
41

www.limeres.com

2013
Guide to Doing
Business in
Argentina
Finally either creditors or the insolvent
debtor could initiate bankruptcy filings
if the reorganization proceedings
failed.
Any creditors willing to
initiate the bankruptcy proceedings
must prove their debt was not paid
as it fell due. The debtor has 5 days
to prove that he is not insolvent.
The Bankruptcy Law indicates some
acts that presume there is enough
evidence to consider the insolvency
of the debtor. Unless the debtor
proves he is not insolvent bankruptcy
is declared.

report occurs, the distribution to the
creditors takes place.
Finally, the debtor is discharged
and the bankruptcy proceedings
conclude.
The creditor cannot
propose a repayment plan.
The
court carries out the bankruptcy
proceedings, although the courtreceiver and the creditors committee
play an important role too.

The debtor is forbidden to administer
most of his assets except those
specifically allowed by Law. The
trustee administers the assets of
the debtor in order to preserve the
property of the debtor. Payments
made to the debtor must be collected
in court. The debtor will have to close
down their premises and the trustee
will have to sell the assets of the
debtor to begin the distribution of the
proceeds obtained. Exceptionally,
the court may request the debtor
continue their activities in cases of
public utilities under the supervision
of the trustee.
Bankruptcy could be extended to third
parties that apparently administered
the debtor’s property as their own and
individuals or entities that controlled
the bankrupted company and abused
of their control.

www.limeres.com
argentina@limeres.com

Liquidation may occur with the
sale of the business, the sale of all
assets, or the sale of the assets in an
auction. Once the process comes
to an end the trustee submits his
report to the court. Such report must
include the proposal of distribution
of the proceeds. Any creditor may
submit their objections against the
distribution report of the trustee.
After the approval of the trustee’s
42

www.limeres.com

2013
Guide to Doing
Business in
Argentina
www.limeres.com

2013
Guide to Doing
Business in
Argentina

Statistics taken from UIF Annual Report 2011, Ministry of
Justice and Human Rights.

www.limeres.com
argentina@limeres.com

43
www.limeres.com

2013
Guide to Doing
Business in
Argentina

Chapter EIGHT:

About Limeres, Barassi, Ves
Losada & Stanzione, Attorneys
Contact Information.
Limeres, Barassi, Ves Losada & Stanzione, Attorneys,
specializes in offering a broad range of legal services in the
Argentine Republic. LBVL&S, Attorneys, represents high
net worth individuals as well as small, medium and large
Argentine companies around the world.
The firm has grown fast to become one of the most
prestigious and distinguished international boutique law
firms in Buenos Aires, engaged in the practice of law as a full
service law firm participating in some of the most important
domestic and international transactions involving Argentine
as well as foreign-international corporations.
Moreover, the firm was profiled as the number one option
for the foreign communities residing in Argentina and due
to this fact LBVL&S, Attorneys has been retained by clients
from diverse places around the world such as Russia, India,
China, Brazil, United Kingdom, Japan, Iceland, Scotland,
Wales, Switzerland, Ireland, Chile, Israel, Vietnam, Canada,
Mexico, Germany, France, Spain, Uruguay, Singapore,
Korea, Australia, Taiwan, New Zealand and Ukraine among
other countries.

www.limeres.com
argentina@limeres.com

44
www.limeres.com

2013
Guide to Doing
Business in
Argentina

Contact: Limeres, Barassi, Ves Losada &
	
Stanzione, Attorneys:
Mailing Address:
				Montevideo 513, Piso 1
				Ciudad Autonoma de
				Buenos Aires
				C1019ABK
				República Argentina
Phone Argentina:	
Phone USA:	 	
Email: 	
Website: 	

www.limeres.com
argentina@limeres.com

+54 (11) 5239-0011
+1 (650) 690-7050

limeres@limeres.com
http://www.limeres.com

45
www.limeres.com

2013
Guide to Doing
Business in
Argentina

Information
Sources
www.ign.gob.ar
www.censo2010.indec.gov.ar/
www.mrecic.gov.ar
www.mrecic.gov.ar
www.mercosur.int
www.migraciones.gov.ar/
www.jus.gob.ar/igj
www.uif.gov.ar/
www.knowyourcountry.com/
www.anti-moneylaundering.org/
www.mecon.gov.ar
www.inversiones.gov.ar
www.afip.gov.ar
www.anses.gov.ar
www.mrecic.gov.ar
www.limeres.com
www.limeres.com.ar
www.limeres.org
www.limeres.us
www.limeres.net

www.limeres.com
argentina@limeres.com

46

More Related Content

Similar to Guide to Doing Business in Argentina www.LIMERES.com

Argentina powerpoint
Argentina powerpointArgentina powerpoint
Argentina powerpoint
mandahaikal
 
Argentina powerpoint
Argentina powerpointArgentina powerpoint
Argentina powerpoint
mandahaikal
 
Whole Foods Market pdf
Whole Foods Market pdfWhole Foods Market pdf
Whole Foods Market pdf
Susana Perez
 

Similar to Guide to Doing Business in Argentina www.LIMERES.com (18)

Trip to argentina
Trip to argentinaTrip to argentina
Trip to argentina
 
Trip to argentina
Trip to argentinaTrip to argentina
Trip to argentina
 
Trip to argentina
Trip to argentinaTrip to argentina
Trip to argentina
 
Argentina
ArgentinaArgentina
Argentina
 
Argentina
ArgentinaArgentina
Argentina
 
🌈 Essay Writing My Teacher. Essay On My
🌈 Essay Writing My Teacher. Essay On My🌈 Essay Writing My Teacher. Essay On My
🌈 Essay Writing My Teacher. Essay On My
 
Argentina powerpoint
Argentina powerpointArgentina powerpoint
Argentina powerpoint
 
Argentina powerpoint
Argentina powerpointArgentina powerpoint
Argentina powerpoint
 
Cloisters In New Spain
Cloisters In New SpainCloisters In New Spain
Cloisters In New Spain
 
Discover Asunción, the Capital of Paraguay Description
Discover Asunción, the Capital of Paraguay DescriptionDiscover Asunción, the Capital of Paraguay Description
Discover Asunción, the Capital of Paraguay Description
 
Guide paraguay
Guide paraguayGuide paraguay
Guide paraguay
 
Whole Foods Market pdf
Whole Foods Market pdfWhole Foods Market pdf
Whole Foods Market pdf
 
Chapter 13
Chapter 13Chapter 13
Chapter 13
 
California, California The Fresh Water
California, California The Fresh WaterCalifornia, California The Fresh Water
California, California The Fresh Water
 
Country argenti
Country argentiCountry argenti
Country argenti
 
pais favorito
pais favoritopais favorito
pais favorito
 
pais favorito
pais favoritopais favorito
pais favorito
 
Eliana Giannella Simonetti
Eliana Giannella SimonettiEliana Giannella Simonetti
Eliana Giannella Simonetti
 

Recently uploaded

BPTP THE AMAARIO Luxury Project Invest Like Royalty in Sector 37D Gurgaon Dwa...
BPTP THE AMAARIO Luxury Project Invest Like Royalty in Sector 37D Gurgaon Dwa...BPTP THE AMAARIO Luxury Project Invest Like Royalty in Sector 37D Gurgaon Dwa...
BPTP THE AMAARIO Luxury Project Invest Like Royalty in Sector 37D Gurgaon Dwa...
ApartmentWala1
 
Bptp The Amaario Launch Luxury Project Sector 37D Gurgaon Dwarka Expressway...
Bptp The Amaario Launch  Luxury Project  Sector 37D Gurgaon Dwarka Expressway...Bptp The Amaario Launch  Luxury Project  Sector 37D Gurgaon Dwarka Expressway...
Bptp The Amaario Launch Luxury Project Sector 37D Gurgaon Dwarka Expressway...
ApartmentWala1
 
9990771857 Call Girls Dwarka Sector 8 Delhi (Call Girls ) Delhi
9990771857 Call Girls  Dwarka Sector 8 Delhi (Call Girls ) Delhi9990771857 Call Girls  Dwarka Sector 8 Delhi (Call Girls ) Delhi
9990771857 Call Girls Dwarka Sector 8 Delhi (Call Girls ) Delhi
delhimodel235
 
9990771857 Call Girls in Dwarka Sector 2 Delhi (Call Girls) Delhi
9990771857 Call Girls in Dwarka Sector 2 Delhi (Call Girls) Delhi9990771857 Call Girls in Dwarka Sector 2 Delhi (Call Girls) Delhi
9990771857 Call Girls in Dwarka Sector 2 Delhi (Call Girls) Delhi
delhimodel235
 
Best Deal Virtual Space in Satya The Hive Tata Zudio 750 Sqft 1.89 Cr All inc...
Best Deal Virtual Space in Satya The Hive Tata Zudio 750 Sqft 1.89 Cr All inc...Best Deal Virtual Space in Satya The Hive Tata Zudio 750 Sqft 1.89 Cr All inc...
Best Deal Virtual Space in Satya The Hive Tata Zudio 750 Sqft 1.89 Cr All inc...
ApartmentWala1
 
ACE Terra Yamuna Expressway | 8929888700
ACE Terra Yamuna Expressway | 8929888700ACE Terra Yamuna Expressway | 8929888700
ACE Terra Yamuna Expressway | 8929888700
Truhomes
 
9990771857 Call Girls in Dwarka Sector 3 Delhi (Call Girls) Delhi
9990771857 Call Girls in Dwarka Sector 3 Delhi (Call Girls) Delhi9990771857 Call Girls in Dwarka Sector 3 Delhi (Call Girls) Delhi
9990771857 Call Girls in Dwarka Sector 3 Delhi (Call Girls) Delhi
delhimodel235
 

Recently uploaded (20)

Retail Center For Sale - 1019 River St., Belleville, WI
Retail Center For Sale - 1019 River St., Belleville, WIRetail Center For Sale - 1019 River St., Belleville, WI
Retail Center For Sale - 1019 River St., Belleville, WI
 
Prestige Sancoale Goa Residneces Brochure.pdf
Prestige Sancoale Goa Residneces Brochure.pdfPrestige Sancoale Goa Residneces Brochure.pdf
Prestige Sancoale Goa Residneces Brochure.pdf
 
BPTP THE AMAARIO Luxury Project Invest Like Royalty in Sector 37D Gurgaon Dwa...
BPTP THE AMAARIO Luxury Project Invest Like Royalty in Sector 37D Gurgaon Dwa...BPTP THE AMAARIO Luxury Project Invest Like Royalty in Sector 37D Gurgaon Dwa...
BPTP THE AMAARIO Luxury Project Invest Like Royalty in Sector 37D Gurgaon Dwa...
 
M3M 129 E Brochure Noida Expressway, Sector 129, Noida
M3M 129 E Brochure Noida Expressway, Sector 129, NoidaM3M 129 E Brochure Noida Expressway, Sector 129, Noida
M3M 129 E Brochure Noida Expressway, Sector 129, Noida
 
M3M The Line Brochure - Premium Investment Opportunity for Commercial Ventures
M3M The Line Brochure - Premium Investment Opportunity for Commercial VenturesM3M The Line Brochure - Premium Investment Opportunity for Commercial Ventures
M3M The Line Brochure - Premium Investment Opportunity for Commercial Ventures
 
The Gale at Godrej Park World Hinjewadi Pune Brochure.pdf
The Gale at Godrej Park World Hinjewadi Pune Brochure.pdfThe Gale at Godrej Park World Hinjewadi Pune Brochure.pdf
The Gale at Godrej Park World Hinjewadi Pune Brochure.pdf
 
Bptp The Amaario Launch Luxury Project Sector 37D Gurgaon Dwarka Expressway...
Bptp The Amaario Launch  Luxury Project  Sector 37D Gurgaon Dwarka Expressway...Bptp The Amaario Launch  Luxury Project  Sector 37D Gurgaon Dwarka Expressway...
Bptp The Amaario Launch Luxury Project Sector 37D Gurgaon Dwarka Expressway...
 
9990771857 Call Girls Dwarka Sector 8 Delhi (Call Girls ) Delhi
9990771857 Call Girls  Dwarka Sector 8 Delhi (Call Girls ) Delhi9990771857 Call Girls  Dwarka Sector 8 Delhi (Call Girls ) Delhi
9990771857 Call Girls Dwarka Sector 8 Delhi (Call Girls ) Delhi
 
9990771857 Call Girls in Dwarka Sector 2 Delhi (Call Girls) Delhi
9990771857 Call Girls in Dwarka Sector 2 Delhi (Call Girls) Delhi9990771857 Call Girls in Dwarka Sector 2 Delhi (Call Girls) Delhi
9990771857 Call Girls in Dwarka Sector 2 Delhi (Call Girls) Delhi
 
Kohinoor Hinjewadi Phase 2 Pune E-Brochure.pdf
Kohinoor Hinjewadi Phase 2 Pune  E-Brochure.pdfKohinoor Hinjewadi Phase 2 Pune  E-Brochure.pdf
Kohinoor Hinjewadi Phase 2 Pune E-Brochure.pdf
 
Kohinoor Teiko Hinjewadi Phase 2 Pune E-Brochure.pdf
Kohinoor Teiko Hinjewadi Phase 2 Pune  E-Brochure.pdfKohinoor Teiko Hinjewadi Phase 2 Pune  E-Brochure.pdf
Kohinoor Teiko Hinjewadi Phase 2 Pune E-Brochure.pdf
 
Best Deal Virtual Space in Satya The Hive Tata Zudio 750 Sqft 1.89 Cr All inc...
Best Deal Virtual Space in Satya The Hive Tata Zudio 750 Sqft 1.89 Cr All inc...Best Deal Virtual Space in Satya The Hive Tata Zudio 750 Sqft 1.89 Cr All inc...
Best Deal Virtual Space in Satya The Hive Tata Zudio 750 Sqft 1.89 Cr All inc...
 
ACE Terra Yamuna Expressway | 8929888700
ACE Terra Yamuna Expressway | 8929888700ACE Terra Yamuna Expressway | 8929888700
ACE Terra Yamuna Expressway | 8929888700
 
SVN Live 5.6.24 Weekly Property Broadcast
SVN Live 5.6.24 Weekly Property BroadcastSVN Live 5.6.24 Weekly Property Broadcast
SVN Live 5.6.24 Weekly Property Broadcast
 
Yedi Mavi TOBB Zeytinburnu - Listing Turkey
Yedi Mavi TOBB Zeytinburnu - Listing TurkeyYedi Mavi TOBB Zeytinburnu - Listing Turkey
Yedi Mavi TOBB Zeytinburnu - Listing Turkey
 
TENANT SCREENING REPORT SERVICES​ How Tenant Screening Reports Work
TENANT SCREENING REPORT SERVICES​ How Tenant Screening Reports WorkTENANT SCREENING REPORT SERVICES​ How Tenant Screening Reports Work
TENANT SCREENING REPORT SERVICES​ How Tenant Screening Reports Work
 
Greater Vancouver Realtors Statistics Package April 2024
Greater Vancouver Realtors Statistics Package April 2024Greater Vancouver Realtors Statistics Package April 2024
Greater Vancouver Realtors Statistics Package April 2024
 
9990771857 Call Girls in Dwarka Sector 3 Delhi (Call Girls) Delhi
9990771857 Call Girls in Dwarka Sector 3 Delhi (Call Girls) Delhi9990771857 Call Girls in Dwarka Sector 3 Delhi (Call Girls) Delhi
9990771857 Call Girls in Dwarka Sector 3 Delhi (Call Girls) Delhi
 
Premium Villa Projects in Sarjapur Road Bengaluru
Premium Villa Projects in Sarjapur Road BengaluruPremium Villa Projects in Sarjapur Road Bengaluru
Premium Villa Projects in Sarjapur Road Bengaluru
 
Majestique Viman Nagar Pune Brochure.pdf
Majestique Viman Nagar Pune Brochure.pdfMajestique Viman Nagar Pune Brochure.pdf
Majestique Viman Nagar Pune Brochure.pdf
 

Guide to Doing Business in Argentina www.LIMERES.com

  • 1. www.limeres.com 2013 Guide to Doing Business in Argentina 2013 Guide to Doing Business in Argentina www.limeres.com argentina@limeres.com 1
  • 2. 2013 Guide to Doing Business in Argentina Table of Contents Chapter ONE: The Republic of Argentina Geography and Natural Resources……..…….………............................ Population……..…….……….................................................................... Legal and Political System...................................................................... Foreign Relations..................................................................................... Education................................................................................................. Economy of Argentina............................................................................ Reliability of Officials: CPI Estimates...................................................... Inflation in Argentina .............................................................................. Income Inequality ................................................................................... Chapter TWO: Corporate Structures to Doing Business in Argentina Investment Vehicles................................................................................ (i) Branch of a Foreign Corporation........................................................ (ii) Corporation or S.A. ........................................................................... (iii) Limited Liability Company – S.R.L. .................................................. Business Formation................................................................................. General Business and Investment Climate ............................................ 4 7 8 8 9 10 13 13 14 15 16 16 17 18 19 Chapter THREE: Investment Climate to Doing Business in Argentina VISA Requirements by Argentina’s DNM............................................... 20 MERCOSUR Nationals............................................................................. 21 Immigration Permits required to Doing Business in Argentina……...... 21 Permanent Residence.............................................................................. 21 Temporary Residence.............................................................................. 21 Transitory Residence................................................................................ 22 Provisional Residency.............................................................................. 22 Chapter FOUR: Investments Foreign Investments............................................................................... Currency. Official and Unofficial Exchange Rates…..........................… Exchange Controls and Central Bank Regulations……......................... Transferring Funds into and from Argentina......................................... Public Support to Foster Investment………………........................…… www.limeres.com argentina@limeres.com 23 24 25 26 27 2 www.limeres.com 2013 Guide to Doing Business in Argentina
  • 3. www.limeres.com 2013 Guide to Doing Business in Argentina Chapter FIVE: Trade Regulation How to Export from and Import to Argentina….....................................… 30 Exports Procedure…………….................................................................… 31 Export Refund System, Export Duties and VAT Exceptions..................... 32 Imports Procedure to Argentina................................................................. 32 Antidumping Practices and Regulations…………......................…….....… 33 Chapter SIX Tax System in Argentina............................................................................. 35 Federal Government Taxes………………………...................................….. 36 Income Tax ……………………................................................…………...... 36 Minimum Presumed Income Tax - MPIT…………….............................…. 36 Value Added Tax – VAT……………....................................................…….. 36 Excise Taxes…………………….....................................................………… 37 Tax on Bank Accounts Debits and Credits……..........……………………... 37 Personal Assets Tax……………………………..................................……… 37 Provincial Taxes…………………………………….................................…… 38 Turnover Taxes…………………………….............................................…… 38 Multilateral Agreement………………….........………………..………..……. 38 Stamp Tax…………………………………….............................................… 38 Real Estate Tax…………...............................................................………… 38 Municipal Taxes……………….......................................…………………… 38 Taxation Agreements…………..............................................……………… 39 Chapter SEVEN: Insolvency and Bankruptcy in Argentina Anti-Money Laundering Regulations......................................................... 40 Chapter EIGHT: About LIMERES, BARASSI, VES LOSADA & STANZIONE, ATTORNEYS Contact Information.................................................................................... 44 www.limeres.com argentina@limeres.com 3
  • 4. www.limeres.com 2013 Guide to Doing Business in Argentina 1 Chapter ONE: The Republic of Argentina Geography and Natural Resources The Republic of Argentina is located between latitudes 23°S Tropic of Capricorn and 55°S Cape Horn. It is the eighth-largest country in the world and the second largest in Latin America. It is also the largest Spanish-speaking nation in the world. Argentina’s continental land extends 3.694 kilometers from north to south and 1.423 kilometers from east to west between longitudes 53° and 63° with a total area of 3.761.274 square kilometers. There is also a sector of the Antarctica and a group of islands located south of the Atlantic Ocean with an area of 969.464 square kilometers. The national territory of Argentina is formed by 23 provinces and the City of Buenos Aires. The east coast has access to the South Atlantic Ocean and the South Pacific Ocean through the Magellan Straits. The bordering countries are Uruguay and Brazil to the east; Chile to the south and west; and Bolivia and Paraguay in the north border. Argentina has a wide range of climates and a significant biodiversity due to the large territory and topographical diversity. Its many climates provide multiple landscapes and terrains. Argentina is endowed in natural resources that offer abundance and diversity. For instance, the Pampas cover a surface area of 170 million hectares, which provide fertile agricultural lands www.limeres.com argentina@limeres.com 4
  • 5. www.limeres.com 2013 Guide to Doing Business in Argentina ideal for grain production, oilseeds and cattle, which position the country as the world’s top food producers. The northeastern and western Patagonia provides abundant forests. The Andes Mountains provide mineral richness that includes gold, silver, copper, zinc, oil, magnate lithium, uranium and sulfide along 4,500 kilometers. Substantial quantities of wine grapes and other fruits are produced in this area. Argentina has extensive aquifers and oceans, rivers, streams and inland waterways that are rich in fishing and hydrocarbon resources. Argentina promotes sustainable development and protection of its natural resources such as reduction of carbon dioxide emissions. The country stands out for its natural highlights such as the Iguazú Falls, which is one of the largest fresh water reservoirs in the world. It was declared a World Natural Heritage Site by UNESCO and named one of the seven wonders by the Swiss Foundation. Also, the Republic has the highest mountain in the western hemisphere called Aconcagua with 6,959 meters in the Andes area. Another Unesco World Natural Heritage Site is the Perito Moreno glacier. www.limeres.com argentina@limeres.com 5
  • 6. www.limeres.com 2013 Guide to Doing Business in Argentina www.limeres.com argentina@limeres.com 6
  • 7. Population According to the 2010 census made by INDEC – National Institute of Statistics and Censuses - Argentina has over 40 million inhabitants and an average density of 14.4 people per square kilometer. It is interesting to notice that 92% of the population lives in urban areas. The Buenos Aires Metropolitan area concentrates 33% of the total population. Buenos Aires is the most populated province of Argentina with 15,594,428 inhabitants, followed by Córdoba and Santa Fe. The Argentine population comprises 19,575,219 males and 20,516,140 females. The sex ratio is 95.4, which refers to the number of males every 100 females. The first inhabitants of the Argentine territory were indigenous that lived in tribes and developed their culture at different extents. It was not until the XV Century when Spanish Conquerors imposed their own values and customs generating a cultural convergence. In the XVIII Century the Viceroyalty of the Río de la Plata was created. The territory was known as a Spanish immigrant’s area and the descendants with indigenous and Spanish origin were known as criollos. Poland and Russia. Argentina has a multi-cultural society with 85% of its population with European origin. The ethnical composition of Argentina is varied and it is composed of a mixture of local population and immigrants. Many people moved from rural areas to the different cities being the city of Buenos Aires the most populated of the country. Neighboring countries like Bolivia and Paraguay contribute with the ethnical composition of Argentina. Spanish is the official language. However, it is frequent to find people that speak English, French, Portuguese and Italian as a second language. Argentina has no official religion although most of the population is Roman Catholic. Freedom of worship is provided for by the Argentine Constitution. There are over 2500 registered cults in the National Registry of Worship. The official currency is the argentine peso usually referred with the symbol $ or AR$. Convertibility came to an end on 2002 with the enactment of Law No. 25,561, Decree No. 214/02. The peso was devalued and today the official USD price is $5,30 whereas the black and non-official USD can be exchanged for $8.00.1 Foreign investment and a large immigration wave took place between 1850s and 1940s. There were 3.5 million immigrants with 45% of Italian origin and 32% Spanish. Prior to the 1960s Argentina received immigrants from Britain, Germany, France, Switzerland, Denmark, www.limeres.com argentina@limeres.com 1. Exchange rates last updated on July 2013. Exchange rates subject to daily changes. 7 www.limeres.com 2013 Guide to Doing Business in Argentina
  • 8. Legal and Political System The Argentine Republic is formed by the Judicial, the Legislative and the Executive branches. The Argentine Constitution adopted in 1853 established the tripartite system following Montesquieu premises of separation of state powers. The Argentina Constitution was amended in 1860, 1898, 1957 and 1994. The last amendment allowed the President one additional term for re-election. The Legislative branch made of the Senate and the House of Representatives pass, amend, revoke and repeal laws in the Congress. A President a Vice-president and the Ministries appointed by the President forms the Executive. The President serves a four-year term. Currently, the President of the Argentine Republic is Cristina Fernandez de Kirchner who was appointed in 2007 and re-elected in 2011 with 54.11% of the votes. The Judicial branch is divided into federal and provincial courts. Each jurisdiction has its own lower courts, courts of appeal and supreme courts. The Supreme Court of Justice holds the Supreme judicial power. 23 provinces and the Autonomous City of Buenos Aires as its capital city form the national territory The main political parties are Front for Victory (FPV) which holds the majority in the Congress, Justicialist Party (PJ), Radical Civic Union (UCR), Broad Progressive Front (FAP) and Republican Proposal (PRO) among others. The Autonomous City of Buenos Aires is currently conducted by Mauricio Macri from the Republican Proposal (PRO) who won the local elections in 2007 and was re-elected in 2011 with 83% of the votes. Foreign Relations Argentina is part of a regional agreement called Mercosur comprising Brazil, Paraguay, Uruguay and Venezuela. Mercosur aims to eliminate tariffs barriers among its members and set a common external tariff with the rest of the world. Associate member countries include Bolivia and Chile. Argentina is also part of Union of South American Nations (UNASUR) and Community of Latin America and Caribbean States (CELAC). On a global scale, Argentina is member of United Nations (UNO), founding member of World Trade Organization (WTO) and the InterAmerican Development Bank (IDB), founding member of Organization of American States (OAS) Elections are held by universal suffrage. Voting age was reduced to 16 years old allowing 16 and 17 years old voters’ optional participation in the elections as per Act 26774. www.limeres.com argentina@limeres.com 8 www.limeres.com 2013 Guide to Doing Business in Argentina
  • 9. www.limeres.com 2013 Guide to Doing Business in Argentina Education Education is mandatory from the ages of five to eighteen. Education is free in Argentina. Economy of Argentina The economy of Argentina is an upper middle-income economy, and Latin America’s third largest. The country benefits from rich natural resources, a highly literate population, an export-oriented agricultural sector and a diversified industrial base. Historically, however, Argentina’s economic performance has been very uneven, in which high economic growth alternated with severe recessions, particularly during the late twentieth century, and income mal-distribution and poverty increased. Early in the twentieth century it was one of the richest countries in the world and the third largest in the Southern hemisphere. Though now an upper-middle income economy, Argentina maintains a relatively high quality of life and GDP per capita. Argentina is considered an emerging market by the FTSE Global Equity Index, and is one of the G-20 major economies. www.limeres.com argentina@limeres.com 9
  • 10. www.limeres.com 2013 Guide to Doing Business in Argentina Economy of Argentina Currency Argentine Peso (ARS) Fiscal year Calendar year Trade organizations WTO, Mercosur, Unasur Statistics GDP GDP growth GDP per capita $475.0 billion (nominal) (26th, 2012) $743.1 billion (PPP) (21st, 2012) 1.9% (2012) $11,576 (nominal) (61st, 2012) $18,112 (PPP) (52nd, 2012) GDP by sector Inflation (CPI) 8.3% (2011) Gini coefficient ≈ 0.445 (2010) Labor force 17.9 million (2012) categories: private sector employees, 49%; employers and the self-employed, 27%; public-sector employees, 21%; unpaid family workers, 3% (2001). Labor force by occupation argentina@limeres.com 10.8% (2012) Congressional estimate: 25.6% (2012) Population Below poverty line www.limeres.com Agriculture, forestry and fishing, 9.0%; mining, 3.8%; manufacturing, 19.5%; construction, 5.9%; commerce and tourism, 15.7%; transport, communications and utilities, 8.9%; finance, real estate and business services, 16.0%; government, 7.8%; education, health care and other, 13.4%. (2012) Agricultural, 7.3%; manufacturing, 13.1%; construction, 7.6%; commerce and tourism, 21.4%; transport, communications and utilities, 7.8%; financial, real estate and business services, 9.4%; public administration and defense, 6.3%; social services and other, 27.1%. (2006) 10
  • 11. Unemployment Average gross salary Main industries Ease of Doing Business Rank www.limeres.com 2013 Guide to Doing Business in Argentina 6.9% (12/2012) US$10,806 (2012, includes part-time wage earners) Food processing and beverages; motor vehicles and auto parts; appliances and electronics; chemicals, petrochemicals, and biodiesel; pharmaceuticals; steel and aluminum; machinery; glass and cement; textiles; tobacco products; publishing; furniture; leather. 113th EXTERNAL External Exports Export goods Main export partners Imports Import goods Main import partners FDI stock www.limeres.com argentina@limeres.com Gross external debt US$81.2 billion (2012) Soy and soy products, 21.8%; motor vehicles and parts, 12.1%; cereals (mainly maize and wheat), 12.1%; fossil fuels, 8.0%; chemicals, 7.2%; fruit and vegetable products, 4.1%; aluminum and steel, 3.5%; electric machinery, 3.0%; gold, 2.8%; beef and poultry, 2.5%; biodiesel, 2.3%; rubber and plastic, 2.3%; all other (mainly agroindustrial goods), 18.3%. (2012) Brazil 21.6% China 7.3% Chile 5.5% United States 5.5% (2011 est.) US$68.5 billion (2012) Capital goods and parts, 34.3%; intermediate goods, 28.6%; refined fuel and lubricants, 13.5%; automobiles and parts, 8.6%; freight and farm vehicles, 4.0%; consumer durables (except auto), 3.8%; all other (mostly consumer non-durables), 7.2%. (2012) Brazil 33.2% United States 14.4% China 12.4% Germany 4.7% (2011 est.) $100.4 billion (12/2012) $141.1 billion (12/2012) 11
  • 12. www.limeres.com 2013 Guide to Doing Business in Argentina Public finances 35.6% of GDP US$168.2 billion (Treasury , securities, 69%; direct loans, 17%); of which external, US$71.3 billion (12/2012) Revenues US$156.9 billion (2012) (social security, 31.3%; value-added taxes, 25.8%; taxes on income and capital gains, 19.4%; trade and customs duties, 11.0%; taxes on assets, 6.9%; excise taxes and other, 5.6%) Expenses US$169.0 billion (2012) (social security, 32.2%; subsidies and infrastructure, 17.5%; health, 13.8%; debt service, 9.7%; education, culture and research, 6.4%; social assistance, 6.1%; defense and security, 5.4%; other, 8.9%) Credit rating B (Domestic) B (Foreign) B (T&C Assessment) (Standard & Poor’s) Foreign reserves $41.8 billion (3/2013) Main data source: CIA World Fact Book
. All values, unless otherwise stated, are in United States Dollars. www.limeres.com argentina@limeres.com 12
  • 13. www.limeres.com argentina@limeres.com Argentina’s economy recovered strongly from the 2001–02 crisis, and was the 21st largest in purchasing power parity terms in 2011; its per capita income on a purchasing power basis was the highest in Latin America. A lobby representing US creditors who refused to accept Argentina’s debt-swap programs has campaigned to have the country expelled from the G20. These holdouts include numerous vulture funds, which had rejected the 2005 offer, and had instead resorted to the courts in a bid for higher returns on their defaulted bonds. These disputes had led to a number of liens against central bank accounts in New York and, indirectly, to reduced Argentine access to international credit markets. Argentina’s economy grew by 9% in 2010, and officially, income poverty declined to 8% by 2011; an alternative measurement conducted by CONICET found that income poverty declined to 22.6%. Argentina’s unemployment rate in the fourth quarter of 2011 was reportedly down to 6.7% from 8.4% in the fourth quarter of 2009, according to INDEC data. The jobless rate has declined from 25% in 2002 largely because of both growing global demand for Argentine commodities and strong growth in domestic activity. Given its ongoing dispute with holdout bondholders, the government has become wary of sending assets to foreign countries (such as the presidential plane, or artworks sent to foreign exhibitions) in case courts at the behest of holdouts might impound them. www.limeres.com 2013 Guide to Doing Business in Argentina Reliability of Official CPI Estimates Official CPI inflation figures released monthly by INDEC has been a subject of political controversy since 2007. Official inflation data are disregarded by leading union leaders, even in the public sector, when negotiating pay rises. Some private-sector estimates put inflation for 2010 at around 25%, much higher than the official 10.9% rate for 2010. Inflation estimates from Argentina’s provinces are also higher than the government’s figures. The government stands by the validity of its data, but has called in the International Monetary Fund to help it design a new nationwide index to replace the current one. The government threatens inflation analysts with fine of up to 500,000 pesos if they don’t report how they calculate their inflation estimates, which these economists consider as an attempt to limit the availability of independent estimates. Inflation in Argentina High inflation has been a weakness of the Argentine economy for decades. Inflation was unofficially estimated to be running at more than 25% annually in December 2010, despite official statistics indicating less than half that figure; this would be the highest level since the 2002 devaluation. A committee was established in 2010 in the Argentine Chamber of Deputies by opposition Deputies Patricia Bullrich, Ricardo Gil Lavedra, and others to publish an alternative index based on private estimates. Food price increases, particularly that of beef, began to outstrip wage increases in 13
  • 14. 2010, leading Argentines to decrease beef consumption per capita from 69 kg (152 lb) to 57 kg (125 lb) annually and to increase consumption of other meats. President Cristina Kirchner insists inflation is not a problem. Income Inequality Argentina, in relation to other Latin American countries, has a moderate to low level of income inequality. Its Gini coefficient of about 0.445 (2010) is reported to be the lowest among Latin American countries. The social gap is worst in the suburbs of the capital, where beneficiaries of the economic rebound live in gated communities, and many of the poor (particularly undocumented immigrants) live in slums known as villas. In the mid-1970s, the most affluent 10% of Argentina’s population had an income 12 times that of the poorest 10%. That figure had grown to 18 times by the mid-1990s, and by 2002, the peak of the crisis, the income of the richest segment of the population was 43 times that of the poorest. These heightened levels of inequality had improved to 26 times by 2006, and to 16 times at the end of www.limeres.com argentina@limeres.com 2010. Economic recovery after 2002 was thus accompanied by significant improvement in income distribution: in 2002, the richest 10% absorbed 40% of all income, compared to 1.1% for the poorest 10%; by 2010, the former received 29% of income, and the latter, 1.8%. Argentina has an inequality-adjusted human development index of 0.641, compared to 0.519 and 0.652 for neighboring Brazil and Chile, respectively. The official, household survey income poverty rate was 8.3% in 2011. The National Research Council, however, estimated income poverty in 2010 at 22.6%, and private consulting firms estimated that in 2011 around 21% fell below the income poverty line. The World Bank estimated that, in 2009, 2.4% subsisted on less than US$2 per person per day. 14 www.limeres.com 2013 Guide to Doing Business in Argentina
  • 15. www.limeres.com 2013 Guide to Doing Business in Argentina Chapter TWO: DOING BUSINESS IN ARGENTINA Corporate Structures to Doing Business in Argentina Foreign companies can do business in Argentina on a permanent basis. There are different options that will depend on what your specific business may require. The frequent corporate structures used in Argentina to do business are the setup of a branch of a foreign company, the corporation and the limited liability company. There are other types of entities that may be constituted. However, we will not refer to them in this article due to the little use given in the real business world in Argentina. All businesses are required to keep accounting books separate from their parent business in accordance with the Argentine regulations. Investment Vehicles Any foreign company incorporated in accordance with the laws of the country of origin can do business in Argentina by utilizing the main investment vehicles such as (i) a Branch of a foreign corporation, (ii) the Corporation known as Sociedad Anónima (SA) and (iii) the limited liability company known as Sociedad de Responsabilidad Limitada (SRL). All three need to follow the regulations established by the Superintendence of Corporations known as the IGJ www.limeres.com argentina@limeres.com 15
  • 16. located in the City of Buenos Aires. The IGJ is the regulatory agency to legally register a business. have a Shares Registry Book or a commissioned third party may carry out such registry. (i) Branch of a Foreign Corporation Shares must be equal par value and have equal rights within the same class but it is possible to have different classes of shares. Transfer of shares is unrestricted unless they effectively prevent the transfer of shares. A foreign entity branch does not necessarily need to allocate capital in Argentina. There is no minimum capital requirement. The Parent Company will limit its scope of action and may assign capital. Transactions can be carried out by a local representative appointed by the Parent Company. The Parent Company will be liable for transactions carried out by the Branch. The Branch must keep accounting books separate from the Parent Company and file its own financial statements annually. With regards to tax, the Branch is subject to 35% of income tax. The branch needs to fulfill several formal requirements from the IGJ. (ii) Corporation – S.A. or Sociedad Anonima This is the most frequent investment legal structure used in Argentina to do business. It has a legal existence separate and from its owners. Shareholders: a minimum of two shareholders resident or non-resident is required. They can be either foreign companies or individuals. www.limeres.com argentina@limeres.com Minimum capital: the Argentine law – Decree 1331/2012 - requires a minimum of AR$ 100.000 which is approximately USD20.000 to establish a Corporation. The share capital must be fully subscribed upon incorporation. Only 25% needs to be paid on such shares and the balance within the subsequent 2 years. Shares must be nominative, non-endorsable and may or may not be represented by certificates. The corporation will Contributions like real estate, equipment or any other nonmonetary assets must be made in full at the time of incorporation. The corporate capital must have connection with the corporate object. If the IGJ finds it appropriate it may demand a higher amount of capital if the business plans to carry out several activities that exceed the scope of the corporate purpose. Management: the SA Corporation is managed by a Board of Directors which includes a President that will sign and seal in the Corporation’s name and Vice-Presidents that may be appointed optionally. Its members do not necessarily have to include shareholders or local residents but the majority need to reside in Argentina. The Board of Directors is appointed by the shareholders. Shareholder meetings: must be held annually to consider the financial statements, determine allocation of profits and appoint new authorities or discuss their fees. Shareholders resolutions must be recorded in the appropriate minutes books. The majority of its members must be Argentine residents. Meetings could be ordinary or extraordinary. Anything that does not involve regular matters of the business - discussed in ordinary meetings - is considered extraordinary. 16 www.limeres.com 2013 Guide to Doing Business in Argentina
  • 17. Audits: internal or external audits may take place in a SA Corporation upon shareholders request. Internal auditors are appointed by shareholders meetings. External audits are undertaken by the authority of the jurisdiction where the Corporation is located. A surveillance committee may be established to audit the Corporation’s management. There are regulatory organizations that review certain activities. For instance, financial institutions are controlled by the Central Bank of Argentina known as BCRA; insurance companies are controlled by the Insurance Superintendence known as SSN and listed Corporations that are controlled by the National Securities Commission known as CNV. Shareholders liability: shareholders that have subscribed their shares are not liable beyond their capital contribution to the Corporation. Shareholders with partly paid up shares are required to pay any outstanding balance within 2 years since the date of incorporation. Shareholders with interest in conflict with those of the business must abstain from voting on matters related to such conflict. Otherwise, such shareholder will be held responsible for damages resulting from a final resolution of the matter in conflict provided the vote contributed to form the majority needed to adopt such resolution. Board of Directors liability: a standard of loyalty and diligence must be carried out. Non-compliance may result in unlimited joint and several liabilities for damages arising from such non-compliance. www.limeres.com argentina@limeres.com www.limeres.com 2013 Guide to Doing Business in Argentina (iii) The Limited Liability Company – SRL or Sociedad de Responsabilidad Limitada This is the second most frequent legal structure used in Argentina to do business after the Corporation. Partners: a minimum of 2 and a maximum of 50 that may be either individuals or corporate entities. There are no nationality or residency restrictions. Liability is limited to the full payment of the subscribed amount. Capital: it is represented by partnership quotas. There is no minimum amount although the quota capital must be fully subscribed and 25% needs to be paid upon by the partners upon the creation of the SRL. The balance needs to be paid no later than 2 years since the incorporation date. Quotas issued for contributions in non-monetary assets must be fully paid up. Management: carried out by one or two managers that have no nationality restriction. Managers must reside in Argentina. Managers are appointed by partners and the position could be managed by a partner, an employee or a third party. Partners meetings: resolutions are taken as established by-laws. Amendments require the other partner to reaffirm the vote in cases where there is a sole partner representing the majority vote. Audits: appointing a syndic is not mandatory until the stock capital reaches AR$ 10M or more. The rules of an SA Corporation generally apply once the syndic begins its role. 17
  • 18. Business Formation In order to start doing business in Argentina as a new corporation or as a limited liability company certain requirements need to be fulfilled in order to register within the Registry of Companies. The public office that regulates such is called Inspección General de Justicia - IGJ - and it is located in the City of Buenos Aires. The following requirements are needed: 1. Reservation of name – complete Form B and pay the corresponding fee within the IGJ office. This will grant the reservation of the name for 30 days. 2. Submission of the organization, incorporation and amendments as per Form H of the IGJ. Form H includes accompanying the following documentation: www.limeres.com argentina@limeres.com a) Certificate of incorporation – good standing – or equivalent document that can prove that the foreign company was created following the laws of the country of origin. It must include professional´s opinion on quorum and majorities, company’s head office and good standing. Prequalification report from a certified accountant is required if the capital contributions are made in any other form than cash. b) A non-certified and a notarized copy of the articles of incorporation, by-laws and amendments. Acceptance of the company’s managing and surveillance bodies. All signatures must be certified by an Escribano or ratified before the IGJ. c) Fulfill requirements mentioned in Resolution 07/2005 of the IGJ. Such requirements include a statement informing if the foreign company is subject to legal restrictions to carry out activities related to its corporate purpose in the location of incorporation. Also, show if the foreign company has any other branches outside Argentina; owns shares in other companies outside Argentina if the investment is a non-current asset; and owns fixed assets in its country or anywhere else other than Argentina. d) Formal resolution appointing a registered agent in Argentina with the required power of attorney. A local domicile needs to be provided for legal purposes. The Head Office domicile needs to be informed too. 3. Payment of incorporation and proof of payment before the Banco Nación – BNA. 4. Original and certified copy of the publication of a notice - in the official gazette for limited liability companies and incorporation – and submission of such notice. The notice must include name, age, marital status, nationality, occupation, address, date of the articles of incorporation, company name, purpose, term, capital, managing and surveillance members and terms if applicable, legal representatives and date of closing the fiscal year. 18 www.limeres.com 2013 Guide to Doing Business in Argentina
  • 19. www.limeres.com 2013 Guide to Doing Business in Argentina 5. Initial deposit of 25% of the capital made within the BNA. Proof of the contributions. For cash contributions - deposit slip. For non-cash contributions - any other relevant documentation. For branch formation the procedure is similar to the one that was just mentioned. The foreign company needs to register within the IGJ and accompany the following documentation: 1. Proof that the foreign company was incorporated in accordance with the laws of its home country. 2. Submit the company’s original articles of incorporation, amendments, etc. 3. Submit the resolution where the creation of the foreign branch in Argentina was determined. Include information related to the fiscal year closing, legal representative and place of business. 4. Inform if there is any legal prohibition in the company’s home country to carry out its activities. 5. Provide financial statements or supporting documentation to prove the company meets one of the following requirements outside Argentina: (i) existence of other branches elsewhere than Argentina; (ii) owns non-current assets in other companies; (iii) owns fixed assets in its home country. General Business and Investment Climate Foreign companies may invest in Argentina equally as local companies. Foreign companies and local companies have the same rights and obligations at the time of doing business in Argentina. www.limeres.com argentina@limeres.com There are several tax incentives available in Argentina for certain activities such as forestry, mining, software production, biotechnology, and biofuel production. The province of Tierra del Fuego offers tax incentives for certain technology activities. The city of Buenos Aires offers incentives to certain industries too. The Government controls prices in some areas like local telephone services, electricity, water, gas distribution, urban transport, highways and rivers. Argentina is currently experiencing a decrease of capital inflows. The Argentine government has been changing the rules without previous notice for the last two years making it difficult to investors to trust Argentina. This has made neighbor countries like Brazil and Chile receive much more investment than Argentina within the last year according to ECLAC the Economic Commission for Latin America and the Caribbean. For instance, Foreign Direct Investment – FDI – in Brazil was of US$65 billion in 2012 whereas in Chile it came to US$30 billion and Argentina amounted US$12 billion only. Lack of credible official statistics with regards to inflation is a point of concern. Argentina denies inflation and is not willing to accept INDEC is not providing transparent statistics if we compare them with the private surveys results that seem to have a closer connection to reality. 19
  • 20. www.limeres.com 2013 Guide to Doing Business in Argentina Chapter THREE: Visa requirements to doing business in Argentina. Visa Requirements by Argentina’s DNM. In Argentina, most foreign citizens are not required to obtain a Visa in order to enter the country for up to three months in case they visit Argentina for tourism. Foreign citizens willing to reside and do business in Argentina need to process a residence permit within the National Immigration Board (Dirección Nacional de Migraciones) known as DNM. www.limeres.com argentina@limeres.com 20
  • 21. There are different residence categories – permanent, temporary, transitory and provisional residences. All four types of residences can be filed in Argentina within the DNM. The residence permit can be filed by the foreigner directly or a close relative in Argentina. MERCOSUR Nationals Foreigners coming from Mercosur countries like Brazil, Paraguay, Uruguay and Venezuela can request an initial 2-year residence. This benefit was extended to other countries known as Mercosur associate countries such as Bolivia, Colombia, Chile, Ecuador and Perú. Immigrations permits required to Doing Business in Argentina Permanent Residence Foreign residents from Mercosur or associate Mercosur countries can obtain a permanent residence provided they can prove an uninterrupted temporary residence of two or more years. Non-mercosur citizens need to prove 3 uninterrupted years of residence in Argentina. Permanent residence can be granted when related to an Argentine citizen such as spouses, children under 19 years-old or parents. Also, permanent residence is granted to people that have worked in diplomatic or consular tasks or worked in international organizations. Permanent residence can be obtained after having extended the temporary residence for a while. Foreigners coming from any other country that does not belong to Mercosur or Mercosur-associate countries are considered a nonMercosur citizen and other requirements may apply. Mercosur and non-Mercosur citizens living in Argentina can request a national identity document - known as DNI - provided they fulfill certain requirements. An entry permit and a Visa are required among other requirements. Please check with us before starting your residence process. www.limeres.com argentina@limeres.com A permanent residence allows a foreigner to have the same rights as a national citizen and obtain the necessary legal protection from the national laws either working as an employer or as an employee. The formal requirements to process permanent residence filings include criminal records, birth and marriage certificates issued in Argentina and the country of origin. Temporary Residence A temporary residency can be provided to any foreigner willing to reside in Argentina for a specific period of time. Applicants can 21 www.limeres.com 2013 Guide to Doing Business in Argentina
  • 22. be investors, migratory workers, pensioners, scientists, a company’s employee, athlete, artist, members of an official religious order, a patient receiving medical treatment, students, asylum seeker or refugee or a foreigner invoking humanitarian reasons. The most usual scenarios of temporary residence for people willing to do business in Argentina are: (i) foreign employee that enters into an agreement with an Argentine company; (ii) a foreign company’s employee that is being transferred to an Argentine company. Firstly, the DNM will issue an entrance permit once the employer or local company initiates a filing. Secondly, the applicant will present such entrance permit and personal documentation to the Argentine consulate in his country of residence. Then, the consulate will grant the temporary residence permit. The temporary residence can be granted for a maximum period of one year and may be renewed for an equal period. Non-Argentine citizens can obtain a temporary residence provided they fulfill the necessary paperwork such as criminal records, birth and marriage certificates. When entering Argentina for the first time the foreigner needs to submit to the immigration officer with a valid passport, a valid entry permit as a temporary resident and a valid consular visa as a temporary resident. www.limeres.com argentina@limeres.com Transitory Residence Transitory residence is the one granted to foreign citizens willing to remain in the country for a limited period of time. It may apply to tourists, transit passengers, border passes, international transport crew, seasonal migrant workers, academics and patients seeking special treatment among other special cases that may apply. Transitory residents cannot do business in Argentina in any way except seasonal migrant workers or any other exceptions the DNM may determine applicable. A two month transitory residence may be given to foreigners doing business or engaged in economic activities either under their sole risk and responsibility or as a stakeholder or representative for a company. Also, a transitory residence can be given to people that come into the country taking part in fair exhibitions. The documentation to be requested by the migration officer includes a valid passport and a valid argentine visa. Also, the foreigner will be requested to show supporting documentation of the activities he will be undertaking in Argentina. Provisional residency There is a fourth type of residency called provisional residency. This type of residency is the one that the immigration officer provides to the foreigner until there is a resolution on his definite migration status residency. It may last as much as 180 days and could be renewed until the final resolution is available. 22 www.limeres.com 2013 Guide to Doing Business in Argentina
  • 23. www.limeres.com 2013 Guide to Doing Business in Argentina Chapter FOUR: Investments Foreign Investments Argentina has created a series of regulations in order to attract foreign investments to the country. The purpose of all regulations is to protect local interests of foreign investors in Argentina. Foreign investments in Argentina are regulated by Act 21.382 enacted in 1976 and amended several times in 1980, 1989, 1990 and 1993. It was not until this last amendment with Decree 1853/93 that Argentina got its definite text for Act 21.382. The first principle of Act 21.382 is that foreign investors may invest in any economic activity in Argentina without any prior approval. This principle provides foreign investment the same equality status as local Argentine investments. Economic activities include commercial, financial, industrial, agricultural, production and exchange of goods, among others. The only exceptions to economic activities are broadcasting and real estate in border areas. www.limeres.com argentina@limeres.com 23
  • 24. The second principle is related to investment repatriation and the right to remit profits abroad at any time as per section 5. This principle is somehow limited by the regulations of the Central Bank of Argentina known as BCRA. The purchase of foreign currency by non-Argentine residents is limited to a certain amount. (More information about currency limitations found later on this same chapter.) The third principle is related to eliminating the former need of approval required to transfer technology. Such agreements now need to be filed before the INPI, that is to say, the National Institute of Intellectual Property. This principle aims to eliminate the avoidance of double taxation ruled by local laws and treaties ratified by Argentina. The Foreign Investment Act set forth certain guarantees that have been reinforced by Bilateral Investment Treaties entered into by Argentina in the nineties. Such treaties are meant to reinforce foreign investment guarantees by the host State and provide rules in case of dispute resolution. Some basic principles included in the many Foreign Investment Acts ensure legal security, equitable treatment and full protection to foreign investments. It also excludes arbitrary or discriminatory measures that the host State may take against the foreign investment. Furthermore, adequate compensation should be granted in case of expropriation or nationalization among many other principles. The Bilateral Investment Treaties established that in case of dispute local www.limeres.com argentina@limeres.com laws must guarantee the protection of foreign investment. As a result, the Vienna Convention on the Act of Treaties states that a party cannot invoke its internal law provisions to justify its failure to enforce a treaty. Argentina has granted constitutional hierarchy to international treaties in Section 75 Paragraph 22. In case of disputes, many foreign investors have chosen to bring their investment disputes before arbitration tribunals under UNCITRAL Arbitration Rules or the International Center for Settlement of Investment Disputes known as ICSID. The ICSID purpose is to facilitate settlements of disputes between foreign investors and host States following the rules set forth in the Convention on the Settlement of Investment Disputes between States and Nationals of Other States. The Convention was firstly ratified and enforced by Argentina in November 1994. Currency. Official and Unofficial Exchange Rates The currency in Argentina is the Argentine Peso - $ - and it is represented with the international exchange acronym ARS. After the end of convertibility on January 6th 2002 the Argentine Peso no longer pegged the US dollar at a AR$1 = US$1. Convertibility made possible the Argentine Peso equal a United States Dollar in AR$1 = US$1 rate until the enactment of Law 25.561, Decree 214/02. Ever since then the Peso was devalued. 24 www.limeres.com 2013 Guide to Doing Business in Argentina
  • 25. Currently, Argentina has two different exchange rates – the official exchange rate and the unofficial rate. Since October 2011 General Resolution 3210 of the AFIP - Federal Administration of Public Revenues – was the first resolution of many to enforce the limitation of currency purchases in order to avoid capital flights. US dollar can only be acquired in the official exchange market for restricted reasons – tourism, real estate purchases, and a few other reasons that could only be justified on an income basis. Anyone who would not qualify to legally exchange money at official rates is forced to exchange US dollars at the unofficial rates. The official exchange rate for a US dollar has reached AR$5.29 whereas the unofficial exchange rate is of AR$8.55 according to exchange rate values measured in June 2013. Exchange Controls and Central Bank Regulations The foreign exchange system in Argentina is used as a way to control the value of the Argentine Peso and the US Dollar, which is the main foreign currency, used for commercial transactions influencing the flow of capitals. Transfer of foreign funds into and from Argentina is subject to recordings of the Central Bank of the Argentine Republic. www.limeres.com argentina@limeres.com www.limeres.com 2013 Guide to Doing Business in Argentina The currency exchange transactions of individuals and artificial persons are audited by the AFIP – Federal Administration of Public Revenues, that is, the entity in charge of approving or denying currency exchange purchases on a very strict income basis. The following chronology outlines the main resolutions that modified the US Dollar purchase in Argentina in order to prevent speculative currency exchange. August 2011: AFIP begins to control exchange purchase of US dollars. Resolution 3210 of AFIP establishes artificial entities and physical persons a verification process to purchase exchange depending on their registration before AFIP through their CUIT – or Tax Id. Exchange transactions no longer available through online banking or ATM. November 2011: since AFIP’s criteria were not consistent Resolution 3212 was released informing how to get over inconsistencies related to insufficient economical capacity. Supporting documentation to justify income could be submitted to AFIP . May 2012: AFIP Resolution 3333 was released informing additional criteria to approve or deny exchange purchases for tourism. Real estate transactions were also affected by the exchange restrictions. June 2012: several resolutions were released informing availability of exchange purchases for tourism, real estate, medicine, books, studies scholarships. The contributor had to oblige himself to return the US dollars purchased in case his trip was cancelled. 25
  • 26. August 2012: Resolution 3356 stated that in cases of tourism exchange could only be obtained in the legal currency in the country of destiny. Resolution 3378 restricted credit card purchases made outside Argentina with an additional 15% charge. Then, AFIP Resolution 3379 extended such 15% charge to abroad online transactions made with debit card. March 2013: the BCRA limited the use of credit card in casinos outside Argentina to avoid chips purchase that would enable US dollar exchange. Transferring Funds into and from Argentina Argentina has a foreign exchange system regulated by the BCRA the Central Bank of the Argentine Republic. Currency transfer of funds made in the Argentine exchange system require a mandatory deposit for a minimum term of 365 days without accruing interest known as “encaje” (insertion). The insertion aims to discourage temporary funds transfer into Argentina that may affect the Capital Market exchange rates. It is meant to prevent financial speculation by foreign investors in the Argentine local market for productive investments. The regulations of Decree 616/05 established a system for: (i) Registration of Foreign Exchange Market funds transferred into Argentina by the BCRA; (ii) Restrictions to transfer funds from Argentina for a minimum term of 365 days; www.limeres.com argentina@limeres.com (iii) Fulfill the funds required in US dollars for 30% of the amount to be transferred to Argentina – mandatory deposit without accruing any interest for a minimum of a 365 days term. There are some activities that are excluded to comply with the encaje mandatory deposit, such as: • Foreign trade debts. • Debt issuance and payables to multilateral credit agencies. • Loan repayment and creation of foreign assets. • Investment in non-financial assets. • Direct foreign investment in Argentine companies, which include at least a 10% in contributions for capital stock increases, registered within the IGJ. • Repatriation of investments made by residents with a maximum amount of US$ 2.000.000 monthly. • Non-residents funds transferred to Argentina to purchase real estate property under construction. In order for foreign investors to qualify for the insertion mandatory exemption the following documentation needs to be filed before the bank: a) For capital contributions to create new companies or capital stock increases for existing companies – the investor needs to provide supporting documentation demonstrating he has started the registration process before the IGJ and the IGJ approval of the capital contribution within the term of 250 days from the initiation process. If the contribution is not capitalized the investor has 10 business days to make the mandatory deposit. b) Stake-holding sales to foreign investors provided the purchases made comply with direct investment criteria. The foreign investor needs to 26 www.limeres.com 2013 Guide to Doing Business in Argentina
  • 27. prove he has filed before the IGJ the procedures to register the certificate of incorporation. c) Equity reimbursements related to capital contributions or funds transfer to an Argentine subsidiary that has no equity funds allocated to cover negative equity. The foreign investor will require audited balance sheets, minute’s book, and a statementindicating destination of the funds. The foreign investor has 90 days since the transfer of funds to Argentina to submit the required documentation. d) External financial liabilities with at least two years and non-financial assets such as investment and acquisition of exploitation rights included in the balance sheet under intangible assets among other accounting formalities. Unless proof is presented in a timely manner, the foreign investor will have to make the insertion mandatory deposit. BCRA Communication “A” 4672 provides the formal requirements needed to apply for an exemption. Public Support to Foster Investment Argentina has many incentive programs meant to foster internal and foreign investment within the country. Such programs are motivated by the local authorities and are available to almost every economic activity. a) Investment incentives for capital goods and infrastructure works as www.limeres.com argentina@limeres.com per Law 26360. Such incentive is meant to provide an accelerated depreciation for income tax or early refund of VAT. b) Reduction of import duties on capital goods as per Decree 1026/2012. Importers of new capital goods may apply for this incentive before the Customs Office. The incentive is meant to apply to extraMercosur capital goods with import duties that go from 2% to 14% as applicable according to the tariff classification of Mercosur NCM. c) National production of goods, IT, Telecommunications and Agricultural machinery enforced by the Ministry of Industry. This incentive is governed by Decrees 379/2001, 927/2010 and 362/2011 and is designed to provide local manufacturers with a tax refund of 14% of the values of the goods produced. Such tax refund could be applied against VAT, Income Tax, Excise Taxes and Minimum Presumed Income Tax. d) Reduction of VAT - Value Added Tax - enforced by AFIP as per Decrees 493/2001, 496/2001, 615/2001, 733/2001 and 959/2001. Since the standard VAT is of 21% a reduced VAT of 10.5% is applied towards the purchase of capital goods, IT & Telecommunications products and parts. Personal property imports VAT is also reduced. e) Import of capital goods for large investment projects following the regulations established by Resolution 256/2000 as amended and enforced by the Secretariat of industry or Ministry of Industry. This incentive is meant to reduce to zero tariffs for imported capital goods that make up a complete and independent capital 27 www.limeres.com 2013 Guide to Doing Business in Argentina
  • 28. line. Replacement parts could be imported up to a value of 5% FOB of the production line. f) Temporary import of capital goods as per Law 22415, Decree 1001/1982, Customs Office Resolution 34/1998, Decree No. 142/2010. Such capital goods may be temporarily imported for a specific purpose and for a fixed term. The capital goods are subject to re-export for consumption before the expiry of the term. In this way, the capital goods enter the country without being subject of import duties for a maximum term of 3 years that may be exceptionally extended. The Argentine government offers other sector-specific incentives. • Automotive and auto-part industries • Software industry •State-of-the-art biotechnology development and production • Biofuels • Motorcycle and motorcycle parts industries • Mining • Forestry •Exploration and exploitation of hydrocarbons • Public infrastructure works • Use of renewable sources of energy • Audiovisual industry Argentina offers innovation and development too. www.limeres.com argentina@limeres.com incentives for technological •Argentina Technology Fund FONTAR Software Industry Fiduciary Fund FONSOFT • Fund for Scientific and Technological Research - FONCYT • Argentine Sector Fund – FONASERC • National Science and Technology Council – COFECYT • Promotion and Encouragement of Technological Innovation With regards to Investment Financing available to potential foreign investors, credit may be requested to each of the following banking entities. BNA – National Bank of Argentina BICE - Investment and Foreign Trade Bank CFI - Federal Investment Council FonaPyme - National Development Bicentennial National Program for industrial park development FinPyme In terms of Export Promotion there is a series of incentives audited by the Customs Office available to exporters of tangible assets. • Draw Back • Export refunds • Inward Processing Relief • RAF - Turnkey exports In-company customs system • In-house customs • Under secretariat for Investment Development and Trade Promotion • Fundación Exportar • ProArgentina If you would like to read more about each specific incentive program please refer to the Ministry of Foreign Affairs and Worship where you will find detailed information on each incentive in Argentina has Free Trade Zones where goods are not subject to the usual customs controls and duties and taxes are not levied on imported and exported goods. The aim of Free Trade Zones is to promote trade by reducing costs and tax procedures 28 www.limeres.com 2013 Guide to Doing Business in Argentina
  • 29. www.limeres.com 2013 Guide to Doing Business in Argentina along with tax incentives. Argentina has a total of eleven Free Trade Zones in the following provinces. • Buenos Aires: La Plata and Bahía Blanca • Córdoba: City of Córdoba • Chubut: Comodoro Rivadavia • La Pampa: General Pico • Mendoza: Luján de Cuyo • Misiones: Puerto Iguazú • Salta: General Guemes • San Luis: Justo Daract • Tucumán: Cruz Alta • Entre Ríos: Concepción del Uruguay Since investment incentives are modified constantly do let us know should you have any inquiry regarding any specific activity not mentioned in this chapter. www.limeres.com argentina@limeres.com 29
  • 30. www.limeres.com 2013 Guide to Doing Business in Argentina Chapter FIVE: Trade Regulation. How to Export from and Import to Argentina The first step to be fulfilled in order to export or import a product to Argentina is to register within the National Registry of Importers and Exporters. This is a mandatory one-time process that would allow you personally or your business to export or import in any customs office of the country. Exports are defined by the Customs Code as the withdrawal of goods from a national customs territory. The withdrawn goods are assigned with an ultimate enduse. This end-use may be definitive or non-definitive which may include temporary exports for goods in transit. Exporters willing to export specific product from Argentina need to be familiar with customs procedures, refunds each product may have as established by the Government and applicable export duties, among many other details to take into consideration. AFIP – the tax authority - sets forth regulations, tariff schemes and audits the Customs Office in order to prevent tax evasion. There are also other agencies that may participate in the process of controlling imports or exports such as the Secretariat of Agriculture, Cattle, Fishing and Food; the Industry under Secretariat; the Ministry of Public Health and Social Welfare; the National Foreign Trade Commission. www.limeres.com argentina@limeres.com 30
  • 31. In the past, the Argentine customs procedures used to be lengthy and required the physical submission of paperwork. Today, the customs procedure was improved to make the necessary submissions through an online system called Maria System allowing payment of duties too. Exports Procedure When exporting the first characteristic to take into consideration is identifying the MERCOSUR tariff classification or position in the Common Nomenclature - NCM - of the product to be exported. This information will provide you with applicable export refunds; export duties, government incentives and tariff or non-tariff barriers that may exist in other destination countries. It is also important to determine the ultimate end-use of the product to be exported. The exporter needs to fill out a shipment permit. The shipment permit will be accompanied by an affidavit from the manufacturer indicating details of the operation and of the goods value for customs purposes. The purpose is to define the taxable base used to levy export duties, establish an exchange rate and apply export refunds if there were any. Once the shipment permit and affidavit are approved the system will automatically determine the selection channel, that is, the control applicable to the goods. There are three different channels: control of the goods is made by the Customs Office - Orange Channel – only the documentation submitted needs to be reviewed by Customs Office - Red Channel – both documentation and the goods are controlled by Customs Office The channels are assigned randomly to some products that do not necessarily require controls and they may be assigned a specific red channel for products that do require a specific control such as pharmaceutical products. The legal conditions to be able to export goods from Argentina are met with the presentation of the end-use application form and documentation required for the operation. However, the goods will only be released upon fulfilling Customs requirements. The release may depend on the payment or duties. The following documents may be required when exporting goods from Argentina: • Commercial Invoice • Packing List •Certificate of Origin - COV • Bill of Lading - B/L • Pre-shipment inspection certificate Usually a knowledgeable dispatcher who will set forth the necessary submissions through Maria System carries out this procedure. Green Channel – neither documentation control nor physical www.limeres.com argentina@limeres.com 31 www.limeres.com 2013 Guide to Doing Business in Argentina
  • 32. Export refund system, export duties and VAT exemptions The export refund system includes total or partial refund on domestic taxes that are paid during different stages of the manufacturing process of brand new products. The aim is to deduct domestic taxes that have already been paid from the export value. In other words, the refund is made on the value added in Argentina. Export duties may vary from 5% to 40% on the product FOB value or even more. Depending on the good to be exported the duties may be for a fixed amount or for a specific percentage called ad valorem of the FOB price. With regards to VAT exemptions it could be reimbursed in any of the following cases: • Set off – this exemption takes place when there are own debits from previous operations in the domestic market. • Credits – the exporter may use such credit for other tax liabilities he may have with AFIP . • Return – tax credit holder either cash or bonds • Transfer – the transfer of VAT credit to another taxpayer. Any of the VAT exemptions credits may be used against tax liabilities of the exporter. Imports Procedure to Argentina Imports are defined by the Customs Code as the entry of goods into the www.limeres.com argentina@limeres.com general national customs territory from a destination outside such territory. Hiring services abroad is treated as goods if used or exploited within the country. Copyright and intellectual property follows the same treatment. There are different types of imports in Argentina: According to ultimate use, goods can be definitive and non-definitive. We have referred to definitive imports as consumption goods and those that may remain in the customs territory indefinitely, which may be valued in order to determine the corresponding tax and duties to be levied. With regards to non-definitive imports, these include temporary imports in transit and goods stored in a warehouse. Temporary imports are those where the merchandise imported may remain for a specific purpose and within a fixed term in the customs territory, subject to the obligation of re-export for consumption before the expiry of the term, which begins at the moment of its release. Also, we have imports of goods meant to be stored in public-bonded warehouses for a fixed period of time until they are authorized to leave to another destination. In order to be able to import goods to Argentina an import license is required called Non-automatic import license. The Secretariat of Foreign Trade of the Ministry of Economy and Public Finances prior to the shipment needs to issue an import certification. This is an official approval certificate authorizing the operation to take place. 32 www.limeres.com 2013 Guide to Doing Business in Argentina
  • 33. www.limeres.com argentina@limeres.com Also, a Sworn Affidavit Prior to Import is requested. Usually, any Argentine company willing to import goods to Argentina will require such approval before the purchase of the goods is made. Not to forget that services provided abroad will also require a Sworn Affidavit. Services included are: information and IT services, patents and trademarks, royalties, copyrights, payments under football player transfers, business, professional and technical services, personal, cultural and recreational services, payment of commercial guarantees for exports of goods and services, acquisition of rights to foreign movies, video and audio, technology transfer under Law 22426 (except patents and trademarks), other profits paid abroad, purchase of non-produced, non-financial assets. Furthermore, Argentine residents hiring foreign services for USD10,000 monthly or USD100,000 per year also need to file a Sworn Affidavit Prior to Rendering Services. With regards to tariff rates applied to imports they vary from 5% to 35% of the total value including the cost, insurance and freight. Other import taxes include 21% of VAT. 10% of VAT needs to be paid in advance when the initial import submission is made except for capital goods that are going to be imported by end users. As mentioned before, AFIP tries to prevent tax evasion in the Customs Office. According to Decree 618/1997 AFIP can enter into collecting agreements with provincial tax authorities and act as a collector agent of local taxes levied on goods consumption. Furthermore, AFIP’s resolution 1408/2003 establishes that importers registered in jurisdictions that have been collecting agreements with the AFIP need to pay 1% of the VAT taxable base. There may be other specific taxes for certain products such as alcohol and cigarettes, among many other. In any case, taxes need to be paid and registered prior the Customs Office grants clearance on the goods. Antidumping Practices and Regulations Foreign trade between Argentina and other nations has expanded in the last few years. Many businesses have developed their own strategies in order to motivate foreign trade into their local markets. In some cases, foreign trade has been much more attractive than local prices in Argentina. As a result, antidumping laws have been created to work a way out of unfair pricing of imported goods. If an imported product is found to negatively impact the local industry that produces such product in Argentina import duties are meant to compensate the level of dumping. Argentina signed the General Agreement on Tariffs and Trade in 1992. The Agreement was put into effect with Decree 2121/04 and added into the Argentine legal system with Law 24176. Also, Decree 1219/06 determined that authorities could go to a third country market economy to verify prices. This regulation aims to compare prices between imports to Argentina and imports to any other nation. The same concept applies to exports. 33 www.limeres.com 2013 Guide to Doing Business in Argentina
  • 34. www.limeres.com 2013 Guide to Doing Business in Argentina The authorities in charge of carrying out investigations about dumping practices are: - The National Foreign Trade Commission or NFTC – its purpose is to carry out investigations related to injurious imports and damages that may impact the Argentine economy. - The Fair Trade Department or FTD – it also investigates dumping practices or subsides that may exist. A local interested party - usually a local producer or a trade association representing at least 25% of the local production - will file a complaint within the authorities. Supporting documentation that evidences the dumping claim needs to be submitted. Also, the FTD will determine the admissibility of the case and then the NFTC will carry out the investigation to determine the existence of the alleged damage. Both authorities need to render an opinion about the investigation in order to continue. Provisional measures will only be available if there is a preliminary determination indicating dumping practices have been taking place or there is a connection between the prices in effect and the damages caused to the local market. www.limeres.com argentina@limeres.com The NFTC will submit a report to the FTD analyzing the necessary elements that support the case. The FTD will, in turn, render its own conclusions, which need to be based on the arguments stated by the NFTC. Both conclusions are then submitted to the Ministry of Economy and Public Finance who will inform its final decision in the Official Gazette. Final resolutions may be appealed in judicial courts. 34
  • 35. www.limeres.com 2013 Guide to Doing Business in Argentina Chapter SIX: Tax system in Argentina Argentina has three different levels of authorities that set forth their own rules and regulations, and levy taxes: (i) The Federal Government. Its tax authority is AFIP . (ii) The Provinces – 23 provinces plus the City of Buenos Aires. (iii) The Municipalities. The main taxes determined by each authority are the following: (i) Provincial taxes Turnover Tax Stamp Tax Real estate Tax (iii) Municipal taxes argentina@limeres.com Corporate and/or Personal Income Tax Minimum presumed income tax Value Added Tax Excise Tax Tax on bank accounts debits and credits Personal Assets Customs duties (ii) www.limeres.com Federal Government taxes Health and safety Tax Street lighting Sweeping and cleaning taxes Advertising taxes 35
  • 36. We will now outline the main aspects of the taxes afore mentioned. However, it is important to notice that new rules and regulations are approved constantly by the authorities. Authorities have 5 years as of January 1st of the year following the income tax due date to claim any tax differences. We suggest an in-depth analysis of your business with our Certified Public Accountant prior carrying out business in Argentina. Minimum Presumed Income Tax - MPIT. Federal Government Taxes Income Tax Income tax includes all income from an Argentine and/or any foreign source of income obtained worldwide by an Argentine resident. Non-residents are only taxed on their Argentine source of income. With regards to the income tax rate applied to a business including local companies and branches that belong to non-residents it is 35% of the net taxable income. Such 35% must be paid by the end of the fiscal year. Tax returns need to be filed and tax must be paid within 5 months after the fiscal year closing date. However, prior to the fiscal year closing, ten installments need to be monthly paid in advance. New businesses are not required to pay such advance installments for the first fiscal year. Furthermore, net-operating losses of a net fiscal year can be carried forward up to 5 years. www.limeres.com argentina@limeres.com An Argentine business must pay the minimum presumed income tax. This annual tax of 1% is calculated on the value of all corporate assets located in the country and abroad. A business must pay either the income tax or the minimum presumed income tax, whichever is larger. Taxpayers with assets in the country under AR$200,000 are exempt from the minimum presumed income tax. Shares and other participations in the capital local market are exempt from this tax too. Tax paid on assets located abroad could be computed as tax credit. If the MPIT is higher than the income tax, it may be used as a credit for the next ten-tax period of the Income Tax liability of the future tax period. Value Added Tax – VAT. Most of the economic transactions that take place in Argentina are affected by the VAT tax. VAT is levied on taxable supplies of goods and services plus imports of goods and services too. Exports of goods and services are not affected by tax. The usual rate on VAT is 21%. However, there may be some exceptions to this rule. Some transactions like interests to be paid to a local financial entity 36 www.limeres.com 2013 Guide to Doing Business in Argentina
  • 37. could have a 10.5% reduction on VAT and some other public services like energy and water supply may have a 27% VAT tax rate applied. The VAT tax rate is applied to each stage of production or distribution of goods and services depending on the value of what was added on each of the stages. Goods and services that are not affected by VAT include: newspapers, magazines and books; natural water, bread and milk; medicines for human use; education services that follow the official curricula; real property for dwelling; life insurance; healthcare services; international passenger transport; financial investments. The tax rate for excise will depend on the value of each good or service rendered. Tax on Bank Accounts: Debits and Credits This tax has a 0.6% rate on all bank account debits and credits. Although this tax is paid by the account holder, it is the bank’s responsibility to enforce such regulation. Any transfer of money that is not executed through a bank account may be subject of a 1.2% tax rate. The bank account tax can be computed as income tax and MDIT. Reimbursements for VAT on purchases cannot be claimed when a VAT-exempt activity is carried out. However, VAT on purchases can be credited on VAT on sales in order to tax the value added to the taxpayer’s supplies. Personal Assets Tax Excise Taxes Argentine individuals owning assets over AR$305,000 need to pay Personal Assets Tax which may vary from 0.5% to 1.25% depending on the amount of the assets owned. Non-residents are applied the 1.25% tax rate on Personal Assets. Excise taxes are levied upon the transfer and imports of certain goods specifically detailed by law. Such goods include tobacco, alcoholic drinks, non-alcoholic drinks, extracts, phone services, luxury objects and engines. Personal Assets Tax is imposed on assets existing on December 31st of each year owned by Argentine residents located in Argentina and abroad, and non-residents located in Argentina. www.limeres.com argentina@limeres.com Personal Assets value 0.5% AR$305.000 – AR$750.000 0.75% AR$750.000 – AR$2 million 1% AR$2 million - AR$5 million 1.25% Excise taxes are also levied on electronic products such as GPS, IP phones, air conditioning and heating equipment, among others. Some services are subject to excise taxes too. Tax Rate Over AR$5 million 37 www.limeres.com 2013 Guide to Doing Business in Argentina
  • 38. It is important to consider that shares and interest pay a Personal Assets flat tax rate of 0.5%. This amount is paid by the company that issued such shares. Turnover Tax. For such calculation the tax base is distributed among the various jurisdictions and the Multilateral Agreement is applied. Provincial taxes Stamp Tax Turnover Tax Turnover Tax is known as Impuesto sobre los Ingresos Brutos, that is, tax on gross income. Turnover Tax levies tax on gross income arising from the commercial activity carried out by each business. Its rate varies depending on the activity itself and the jurisdiction where the activity takes place. This is the most important tax paid in Buenos Aires and City of Buenos Aires. For instance, non-residents that own shares of a business in Argentina are subject to pay Turnover Tax. The local business will pay and has the right to be reimbursed by the shareholders. Applicable Turnover Tax rate in the City of Buenos Aires may go from 1% to 3% depending on the activity that is being carried out. There are some specific activities that have their own Turnover Tax rate, such as real estate agents that pay 6%, construction pays 3% and financial activities 5.5%. Some industrial activities may be exempt of Turnover Tax. Multilateral Agreement www.limeres.com argentina@limeres.com Any entity doing business in more than one province is subject to Stamp Tax is levied on documents indicating transactions for consideration like contracts, incorporation of companies, corporate capital increases, acknowledgement of debts and transfer of real estate among others. Usually, the rate applied on Stamp Tax is 1.5% of the value of the document itself. There are some exceptions to this rule such as real estate transfer in the Province of Buenos Aires that levies 4%. It is levied in the jurisdiction where the transaction was instrumented. However, it may be levied in the jurisdiction where it causes its effects. Real Estate Tax This tax is levied on real estate in all provinces. It is calculated based on a fixed rate of the real estate value made by the province. Municipalities may collect Real Estate Tax. Real estate tax does not consider the ability of the real estate owner to pay in its calculation rate. Municipal taxes Municipal taxes may include health, safety, street lighting, sweeping and cleaning taxes, advertising taxes, granting permission for starting a new economic activity, and taxes levied 38 www.limeres.com 2013 Guide to Doing Business in Argentina
  • 39. on the right of using public spaces, among many others. Municipal taxes are not relatively significant and are based on net income from the jurisdiction involved. Each municipal jurisdiction has its own rules and regulations to levy municipal taxes. Denmark, Spain, Finland, France, Germany, Great Britain & Northern Ireland, Italy, Norway, Netherlands, Russia, Sweden, Switzerland. Double taxation agreements Argentina has subscribed several agreements with many countries it deals with. The aim of such treaties is to avoid double taxation and fiscal evasion. The enforcement of international agreements would allow a nonresident of Argentina to reduce Argentine withholding taxes such as Income Tax. Also, shareholdings from non-residents may be excluded from Personal Assets Tax. Agreements signed with Latin American countries follow the Andean Group model based on territoriality whereas agreements signed with European nations follow the OECD and UN Model Convention that increase the source-country taxing rights. For instance, transfer-pricing rules apply to transactions that involve an Argentine and a foreign business. Argentina adopts the OECD rules based on the arm’s length principle. Once per year, the Argentine business needs to file a tax return and transfer pricing report in order to account for the price transactions that took place. As of 2011, Argentina has signed double taxation agreements with the following countries: Australia, Belgium, Bolivia, Brazil, Canada, Chile, www.limeres.com argentina@limeres.com 39 www.limeres.com 2013 Guide to Doing Business in Argentina
  • 40. www.limeres.com 2013 Guide to Doing Business in Argentina Chapter SEVEN: Insolvency and Bankruptcy in Argentina Insolvency and bankruptcy proceedings are ruled by Law 22.522 and contemplate three main insolvency proceedings: (i) Out-of-court agreement (ii) Reorganization (iii) Bankruptcy The general provisions apply to both individuals and entities. There are a few exceptions of the Bankruptcy Law that do not apply to financial institutions, pension funds and insurance companies. Also, certain organizations such as banks are excluded from the Bankruptcy Law. To begin with, an out-of-court agreement allows a debtor under economic and financial difficulties reach a repayment plan agreement with his creditors and then submit it for judicial homologation. The debtor needs to fulfill certain requirements prior to submitting the out-of-court agreement to the judge such as authenticated documents by a CPA, statements of assets and liabilities, a list of creditors, ongoing litigation proceedings or proceedings with an unenforced judgment, the commercial books of the company or corporation, the amount of principal and the percentage it represents to all registered creditors. www.limeres.com argentina@limeres.com 40
  • 41. Law 22.522 requires fulfilling the necessary legal majorities, which must be two thirds of the ordinary creditors. This would allow the debtor request approval of the repayment plan to Court. Such approval has the same effects as the effects obtained from a regular reorganization proceeding. Then, we have the reorganization proceedings – or concurso preventivo – initiated by either the insolvent debtor or the creditors regardless of their residence. Creditors that own assets in Argentina and are domiciled in Argentina or abroad may begin reorganization proceedings. Abroad creditors need to prove reciprocity rules between Argentina and the country where the credit is payable in order to file a reorganization proceeding in Argentina. If the reorganization proceeding is initiated by the debtor proof of his inability to pay debts as they fall due and a reorganization or repayment plan needs to be submitted. Once the opening of the reorganization proceedings begins the debtor or members of a company with unlimited liability must comply with the prohibition order of disposal of property. Still, the debtor retains his property administration under the supervision of an appointed trustee. Creditors need to prove their credit before the appointed trustee who will indicate the Court if their credit is to be admitted in the reorganization proceedings. The appointed trustee will verify the books of the debtor and confirm the existence of the creditor’s claims. The Court has the final decision in admission of credit. www.limeres.com argentina@limeres.com The trustee needs to inform the creditors about the initiation of the reorganization proceedings and creditors will have a deadline to submit their filings. Creditors must prove their credit and submit the supporting documentation to the trustee. Both, debtor and creditors may challenge the filings of creditors should they consider it necessary. Just like the out-of-court agreement, the reorganization proceedings require a repayment plan from the debtor that needs to be approved by two thirds of each class of the creditors. If the majorities are not obtained to approve the repayment plan and the debtor is a limited liability company or corporation a new special record opening is provided for by the Law. This special opening allows any creditor or third party interested in acquiring shares to file a repayment plan too. There are no limitations of the entities or individuals that could register in the salvage proceedings. Registered entities or individuals may file a repayment proposal to the same category of creditors that have been submitted by the debtor. It is possible to propose new categories of creditors and their agreement is required within twenty days of the proposal in order to reorganize and prevent bankruptcy. If there were no interested parties or the special opening majorities were not obtained within five days the Court will declare bankruptcy. If the creditors plan is approved then the debtor shares must be transferred to the third party that proposed the plan. The repayment plan will have to be enforced by the creditor. Usually, the creditor that is transferred the shares is the first one to obtain the legal majorities in the special opening. 41 www.limeres.com 2013 Guide to Doing Business in Argentina
  • 42. Finally either creditors or the insolvent debtor could initiate bankruptcy filings if the reorganization proceedings failed. Any creditors willing to initiate the bankruptcy proceedings must prove their debt was not paid as it fell due. The debtor has 5 days to prove that he is not insolvent. The Bankruptcy Law indicates some acts that presume there is enough evidence to consider the insolvency of the debtor. Unless the debtor proves he is not insolvent bankruptcy is declared. report occurs, the distribution to the creditors takes place. Finally, the debtor is discharged and the bankruptcy proceedings conclude. The creditor cannot propose a repayment plan. The court carries out the bankruptcy proceedings, although the courtreceiver and the creditors committee play an important role too. The debtor is forbidden to administer most of his assets except those specifically allowed by Law. The trustee administers the assets of the debtor in order to preserve the property of the debtor. Payments made to the debtor must be collected in court. The debtor will have to close down their premises and the trustee will have to sell the assets of the debtor to begin the distribution of the proceeds obtained. Exceptionally, the court may request the debtor continue their activities in cases of public utilities under the supervision of the trustee. Bankruptcy could be extended to third parties that apparently administered the debtor’s property as their own and individuals or entities that controlled the bankrupted company and abused of their control. www.limeres.com argentina@limeres.com Liquidation may occur with the sale of the business, the sale of all assets, or the sale of the assets in an auction. Once the process comes to an end the trustee submits his report to the court. Such report must include the proposal of distribution of the proceeds. Any creditor may submit their objections against the distribution report of the trustee. After the approval of the trustee’s 42 www.limeres.com 2013 Guide to Doing Business in Argentina
  • 43. www.limeres.com 2013 Guide to Doing Business in Argentina Statistics taken from UIF Annual Report 2011, Ministry of Justice and Human Rights. www.limeres.com argentina@limeres.com 43
  • 44. www.limeres.com 2013 Guide to Doing Business in Argentina Chapter EIGHT: About Limeres, Barassi, Ves Losada & Stanzione, Attorneys Contact Information. Limeres, Barassi, Ves Losada & Stanzione, Attorneys, specializes in offering a broad range of legal services in the Argentine Republic. LBVL&S, Attorneys, represents high net worth individuals as well as small, medium and large Argentine companies around the world. The firm has grown fast to become one of the most prestigious and distinguished international boutique law firms in Buenos Aires, engaged in the practice of law as a full service law firm participating in some of the most important domestic and international transactions involving Argentine as well as foreign-international corporations. Moreover, the firm was profiled as the number one option for the foreign communities residing in Argentina and due to this fact LBVL&S, Attorneys has been retained by clients from diverse places around the world such as Russia, India, China, Brazil, United Kingdom, Japan, Iceland, Scotland, Wales, Switzerland, Ireland, Chile, Israel, Vietnam, Canada, Mexico, Germany, France, Spain, Uruguay, Singapore, Korea, Australia, Taiwan, New Zealand and Ukraine among other countries. www.limeres.com argentina@limeres.com 44
  • 45. www.limeres.com 2013 Guide to Doing Business in Argentina Contact: Limeres, Barassi, Ves Losada & Stanzione, Attorneys: Mailing Address: Montevideo 513, Piso 1 Ciudad Autonoma de Buenos Aires C1019ABK República Argentina Phone Argentina: Phone USA: Email: Website: www.limeres.com argentina@limeres.com +54 (11) 5239-0011 +1 (650) 690-7050 limeres@limeres.com http://www.limeres.com 45
  • 46. www.limeres.com 2013 Guide to Doing Business in Argentina Information Sources www.ign.gob.ar www.censo2010.indec.gov.ar/ www.mrecic.gov.ar www.mrecic.gov.ar www.mercosur.int www.migraciones.gov.ar/ www.jus.gob.ar/igj www.uif.gov.ar/ www.knowyourcountry.com/ www.anti-moneylaundering.org/ www.mecon.gov.ar www.inversiones.gov.ar www.afip.gov.ar www.anses.gov.ar www.mrecic.gov.ar www.limeres.com www.limeres.com.ar www.limeres.org www.limeres.us www.limeres.net www.limeres.com argentina@limeres.com 46