Registration of a company incorporated abroad to establish or participate
in local society (Registration Art. 123 Law N º 19.550)
January 30, 2014.
This legislation allows foreign capital to establish a business partnership in Argentina according to expected rates in the Corporations Law, or purchase shares of an existing company Argentina according to those rules.
In either case the rule provides, society of foreign capital must be submitted with the following documents:
(i) Contract or articles of the company, statutes and possible reforms, in notarized copies or the relevant register of the home jurisdiction.
(ii) Certificate stating that the validity of the original society issued by the competent authority in which society has been duly authorized or registered under the laws of their country of origin. This certificate must also contain evidence that the company is not subject to liquidation or any legal procedure to import restrictions on your property and / or activities. If the legal system of the country where the company was registered, not provide the official issuance of the license, was replaced by a report of a lawyer or notary of the country that are said ends.
(iii) Resolution of the competent corporate body that ordered the registration of a company incorporated abroad in Spain, for the purpose of establishing local company or acquire shares of local companies. The resolution must be an original signature and personality of grantors notarized, containing:
(a) head office in Argentina set accurately, I may expressly empowered to fix the representative; and
(b) the appointment of the representative, which must be an individual. Such designation shall include relevant information on the powers assigned to that representative, including without limitation, the following information:
(1) the term of his appointment;
(2) if already appointed more than one person may be provided jointly or severally their performance (except for representation in assembly or meeting of members to be met by the only representative); y/o
(3) if alternates are designated representatives.
The appointment of the representative must grant the same special power to participate in the formation of the company and / or buy into it, exercise the rights and fulfill the obligations of the company's own quality of their partner outside and respond to judicial and other sites on the registered head office is made, or if the particular address of representative, in all matters that relate to quality and the obligations and responsibilities arising from it.
(iv) Foreign documentation accrediting the ends below, duly signed by an official of the company and its powers of representation must appear in the same, justified before notary public functionary.
(a) Development activities in their place of incorporation, registration or incorporation: documentation demonstrating that the company has not prohibited or restricted the development of their activities or the principal or main ones in the place of incorporation, registration or incorporation.
(b) Documentation of assets, activities or rights abroad: documentation demonstrating that the company is out of Argentina, one or more agencies, branches or representations numbers and / or non-current fixed assets sufficiently identify them and indicate their value resulting from the last balance sheet approved by the company in advance not exceeding one year; exploitation rights or property of others that have that character and / or equity investments not subject to public offering and / or ordinarily operates investment securities exchanges or markets under its object. (sufficiently identify them and indicate their value resulting from the last balance sheet approved by the company in advance not exceeding one year.)
(c) Documentation individualization of partners: documentation supporting the identification of those who are its partners at the time of the decision to request enrollment in Argentina, indicating for each of them unless your name or company name, the registered office address, number of the identity document of passport, or registration data, authorization or incorporation and amount of shares and votes and its share in the capital.
(*) Requirements and other legal safeguards are established in the Law 19.550 and other regulations.
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