«The new Simplified Joint Stock Company: An easy way to create a joint stock company»

By Clara Picasso Achaval, Lawyer

cpicasso@estudiomalis.com.ar

With great enthusiasm was celebrated the arrival of the law 27,349 supporting entrepreneurial activity in Argentina and the generation of entrepreneurial capital. Within this framework was createad a new type of company named “simplified joint stock companies”, known as SAS.

This new type is regulated by its creation law and supplemented by the provisions of the General Corporation Law (Law 19,550)

As one of its outstanding characteristics, the law states that the SAS may be constituted by one or more persons or legal entities, who limit their responsibility to the integration of the shares they subscribe or acquire.

The law indicates that the SAS can be created either by public or private instrument. And it innovates when it stipulates that the company can also be created by digital means with digital signature, and in accordance with the regulations that will be issued for this purpose. In these cases, the instrument must be sent for its registration to the corresponding Public Registry in the digital format that will be established.

The forementioned instrument shall contain:

1. The name, age, marital status, nationality, profession, address, ID number, Unique Tax Identification Code (CUIT) or Labor Identification Code (CUIL) or Identification Code (ID).

2. It must be added to the company name the expression «Simplified Joint Stock Company», or its abbreviation “SAS”. The omission of this mention shall deem the administrators or representatives of the company ilimitable liable, for the acts they celebrate under those conditions.

3. The address of the company and its headquarters.

4. The description of its object.

5. The duration period, which must be determined.

6. The share capital and the contribution of each partner, which must be expressed in national currency.

7. The organization of the administration, meetings of partners.

8. The way of distributing profits and withstanding losses.

9. The necessary clauses to establish the rights and obligations of the partners between themselves and regarding third parties.

10. The clauses related to its operation, dissolution and liquidation.

11. The closing date of the fiscal year.

The legal representation of the SAS can be executed by one or more persons, partners or not, designated in the way settle in the bylaws.

The law also stipulates that the registration of the company in the public register office shall be made within twenty-four (24) hours from the working day following the submission of the relevant documentation, only if the company was created using the standard model of instrument approved by the Public office.

The practicity of its regulation and the elasticity of its operation announces a success in the use of the SAS in the Argentine trade.