Verify the availability and reserve the company name at the Office of Corporations (Inspección General de Justicia – IGJ)
Agency: General Inspection of Justice (Inspección General de Justicia – IGJ)
The corporate name must first be reserved to incorporate a new company. A request must be submitted using the name reservation form (Reserva de Denominación). Such request expires in 30 days. Since August 2017, the corporate name can be reserved through the on-line platform “Trámites a Distancia” (“TAD”).
Time and cost: Less than 1 day (online procedure), ARS 450
Certify the partners’ signatures and obtain a statement of transfer of funds from a notary public
Agency: Notary Office
The company is not obliged to notarize its bylaws, which can be formally constituted under a private document. However, the signatures of the founding partners have to be certified by a notary public.
Time and cost: 1 day, about ARS 3,875 (cost of 5 notarized signatures)
Publish a notice of incorporation in the official paper (Boletín Oficial)
Agency: Official Gazette
As the Official Gazette charges per line, final cost will depend on the length of the notice. As of 2017, the cost is ARS 130 per line for SRL.
Time and cost: 2 days on average, about ARS 3,900 (ARS 130 per line, assuming 30 lines)
Payment of the incorporation fee
Agency: Bank and Public Registry of Commerce
The invoice shall be downloaded from http://www2.jus.gov.ar/igj-tasas/, and be paid at the National Bank (Banco de la Nación Argentina) and submitted to the Public Registry of Commerce.
Time and cost: 1 day, ARS 100
Register the company with the Public Registry of Commerce
Agency: Public Registry of Commerce of the City of Buenos Aires
Companies located in the City of Buenos Aires must register their bylaws and other documents related to their incorporation. The Company must file the proposed Articles of Association and Bylaws, the publication in the Official Gazette, evidence of managers’ and syndics’ (the latter, if applicable) acceptance of position, evidence of the deposit of the cash contributions at the bank (Banco de la Nación Argentina), evidence of compliance with the managers’ guarantee regime (filing of managers’ performance bonds) and evidence of the reservation of the corporate name, for approval with the Office of Corporations.
The filing also requires the filing of
- A prequalification opinion (“Dictamen de Precalificación”) issued by an attorney, notary public or accountant, each signature of whom must be certified by the relevant professional association.
- Evidence of payment of incorporation fee.
- Incorporation form.
- “Politically Expossed Person” (anti-corruption) affidavit for each manager and statutory auditor (if applicable).
- Affidavit on “ultimate beneficial owners” (anti-money laundering) meaning “any natural person that owns, directly or indirectly, an equity stake greater than or equal to 20% of the SRL’s total outstanding equity.
On July 12, 2017, Resolución General 5/2017 created a special procedure for the constitution of Sociedad de Responsabilidad Limitada in 24 hours with an expedited fee. For this procedure, the company needs to file the Form 185 and presents a copy at the Public Registry of Commerce. If this procedure is duly complied with, the Company’s Tax Id. Number (CUIT) will be granted jointly with the Company’s registration with the GIC.
The expedited process covers the registration with the company with the Public Registry of Commerce, the purchase and legalization of company’s books and the registration with tax and social security.
While for limited liability companies with a corporate capital of less than ARS 50,000,000, the expedited fee is of AR$ 7,200 and the regular fee is of ARS 1,800.
Time and cost: 2 days, ARS 7,200 (expedited procedure fee)
Obtain a fiscal code (Clave Fiscal) and the municipal code (Clave Ciudad) for the company’s legal representatives
Agency: National Tax Authority (Administración Federal de Ingresos Públicos – AFIP)
After obtaining the CUIT through at the Registry, the company must obtain the codes at the National Tax Office (AFIP). It will be modified the declared name and add the type of corporation and link the legal representative’s tax code with the company’s CUIT.
The legal representative will obtain his/her fiscal code (Clave Fiscal) and the municipal code (Clave Ciudad) directly in the corresponding AFIP agency by providing the national identity card and a photocopy of it.
Time and cost: 1 day, no charge
Register for VAT with the National Tax Authority (AFIP)
Agency: National Tax Authority (Administración Federal de Ingresos Públicos – AFIP)
The VAT registration must be carried out through the National Tax Authority’s (AFIP). It must be done after the company obtains the Tax ID (CUIT) through the fiscal code (Clave Fiscal) of the legal representative at the National Tax Authority’s (AFIP) website.
Time and cost: Less than 1 day (online procedure), no charge
Register for the local turnover tax and enroll in the online Employer Registry (Registro de Empleadores) at the online platform (TAD) of the Municipal Tax Office (Administración General de Ingresos Públicos – AGIP)
Agency: Municipal Tax Authority for the City of Buenos Aires (Administración General de Ingresos Públicos – AGIP)
The legal representative needs to link his/her digital signature (Clave Ciudad) previously obtained at the AFIP with the company at the AGIP website for distance procedures (Trámites de Administración a Distancia-TAD): https://clusterapw.agip.gob.ar/claveciudad/. The legal representative will need to provide his/her CUIT and the company one.
In the same TAD platform, the legal representative can register the company for the local turnover tax (Impuesto sobre Ingresos Brutos). It is required to upload the company information regarding the fiscal regime, the initial date of operation and the commercial activity.
In addition, since April 2019 it is required to upload the company information at the online Employers Registry (Registro de Empleadores). The information can be provided at the TAD platform and it should be updated annually.
Time and cost: Less than 1 day (online procedure), no charge
Register at a Labor Risk Company (Aseguradora de Riesgos de Trabajo – ART) for hiring employees
Agency: Labor Risk Company (Aseguradora de Riesgos de Trabajo – ART)
The cost of hiring an insurance for the company’s employees is free but a premium must be paid on a monthly basis.
Time and cost: 1 day, no charge
Register at the Simplification Registry for labor registration (Registro de Altas y Bajas de Relaciones Laborales)
Agency: National Tax Authority (Administracion Federal de Ingresos Publicos -AFIP)
Registration can be done online (www.afip.gob.ar) or by submitting the sworn affidavit form No. 885 to the AFIP. The company needs to provide in the application form the ART policy number. The social security withholding and contributions should be paid to the National Regime of Social Security.
Time and cost: Less than 1 day (online procedure), no charge
Obtain the digital signature for the legal representative
Agency: Authorized registration agencies
To obtain the digital signature, the legal representative needs to complete the online application and make an online appointment with any of the authorized registries Buenos Aires. The legal representative will receive a confirmation email.
At the authorized Registry, the legal representative will provide the ID and a cryptographic device (as an USB stick). The civil servant at the Registry will configure the digital signature in the USB device and he/she will validate the procedure and sent an email with the certificate serial number and the PIN code for revocation.
Time and cost: 1 day, no charge
Online legalization of the employee books with the Ministry of Labor (Dirección General de Empleo)
Agency: Directorate of Labor of the City of Buenos Aires (Dirección General de Empleo)
The legalization of the book is made by the Ministry of Labor after the company registration at the Registry of Employers. For companies with more than 10 employees, it is required the online procedure at the following website: https://rubricadigital.buenosaires.gob.ar/
The legal representative will access with the company CUIT and the online platform will automatically verify if the company is register at the Registry of Employers to generate a password that will be sent by email.
Each page of the wages book used has to be upload in pdf file and it is required a monthly update. Therefore, the price to be paid will vary according to the number of pages the employer rubricates. Rubric of each page used is mandatory. Once the files are uploaded, the legal representative needs to finish the procedure signing with the electronic certificate. The platform will generate a payment check that can be paid directly online.
Time and cost: Less than 1 day (online procedure), ARS 13 per page (an average of 20-25 pages)
