Entity Management in Argentina
Keep your Argentine entity's resident-director composition and CEVIP certificate current, so a routine bank request or a sudden vacancy never leaves the company legally unrepresented.
Entity Management in Argentina: What You Need to Know
An absolute majority of the board of an S.A., or the gerentes of an S.R.L., must have domicilio real in Argentina under LGS Article 256, while an S.A.S. needs only one management-body member with actual domicile in Argentina. A foreign director needs Argentine residence status from the Direcci贸n Nacional de Migraciones, a CUIT, a registered legal-notification domicile, and aut贸nomo social-security registration to actually act. Director liability runs through LGS Articles 59 and 274, joint and several among directors who participated in a resolution unless dissent is formally recorded, plus veil-piercing exposure under Article 54 for labor-obligation fraud and solidary tax liability under Ley 11.683. Nominee director arrangements are common to satisfy the Article 256 residency majority, though Argentine law recognizes no nominal versus active distinction, exposing the nominee to the same liability as an executive director. The Certificado de Vigencia y Pleno Cumplimiento, issued by IGJ, is valid 6 months and only available to entities current on their IGJ filings and annual fees, a real blocker for a company behind on compliance. A sole resident director or manager becoming unavailable leaves the company without legal representation before third parties and IGJ until a replacement is designated and registered, with no statutory emergency bridge mechanism.
Key Requirements
Absolute majority of the board of an S.A., or the gerentes of an S.R.L., required to have domicilio real in Argentina under LGS Article 256, while an S.A.S. needs only one resident management-body member
Foreign director needing Argentine residence status, a CUIT, a registered legal-notification domicile, and aut贸nomo social-security registration to actually act
Director liability under LGS Articles 59 and 274, joint and several among directors who participated in a resolution unless dissent is formally recorded, plus veil-piercing exposure under Article 54 and solidary tax liability under Ley 11.683
Nominee director arrangements common to satisfy the Article 256 residency majority, with the nominee exposed to the same liability as an executive director since Argentine law draws no distinction between the two
Certificado de Vigencia y Pleno Cumplimiento issued by IGJ, valid 6 months, available only to entities current on their IGJ filings and annual fees
Sole resident director or manager becoming unavailable leaving the company without legal representation before third parties and IGJ until a replacement is designated and registered
Common Challenges
Nominee is not a real liability shield in Argentina
Anyone appointed purely to satisfy the Article 256 residency majority is on the hook for the same solidary labor, tax, and corporate exposure as a real executive director, since Argentine law draws no distinction between the two roles.
CEVIP has a hard 6-month shelf life and a compliance gate
A company that's behind on IGJ filings can't get the certificate at all, which can blow up a financing or M&A closing timeline if discovered late.
Losing the resident director isn't a paperwork afterthought
With the S.A.'s majority-resident rule, or the S.A.S.'s single-resident rule, a sudden resignation or incapacity can leave the company legally unrepresented in Argentina until a registered replacement is in place.
How NavviPal Helps
Structuring board composition to satisfy the Article 256 majority-residency rule for an S.A., or the single-resident requirement for an S.A.S., with a documented succession plan
CEVIP requests timed against the 6-month validity window, verified against current IGJ filing and fee compliance before a financing or diligence deadline
Coordination of the CUIT, legal-notification domicile, and aut贸nomo registration a foreign director needs to actually act
Resignation and replacement filings with IGJ sequenced to minimize the gap where the company lacks registered legal representation
Frequently Asked Questions
Does an Argentine S.A. need a majority of resident directors on its board?
Yes. An absolute majority of the board of an S.A., or the gerentes of an S.R.L., must have domicilio real in Argentina under LGS Article 256, while an S.A.S. only needs one management-body member with actual domicile in Argentina.
Is a nominee director in Argentina exposed to less liability than an executive director?
No. Nominee arrangements are common to satisfy the Article 256 residency majority, but Argentine law recognizes no nominal versus active distinction, exposing the nominee to the same liability as an executive director.
How long is Argentina's Certificado de Vigencia y Pleno Cumplimiento valid?
6 months, and it's only available to entities current on their IGJ filings and annual fees, a real blocker for a company behind on compliance.
What happens if Argentina's sole resident director suddenly becomes unavailable?
The company is left without legal representation before third parties and IGJ until a replacement is designated and registered, since there's no statutory emergency bridge mechanism.
Can a director be held personally liable for an Argentine company's tax or labor debts?
Yes. Director liability runs through LGS Articles 59 and 274, joint and several among directors who participated in a resolution unless dissent is formally recorded, plus veil-piercing exposure under Article 54 for labor-obligation fraud and solidary tax liability under Ley 11.683.
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