Branch or shareholding, what the May 2026 reform actually changed, why an unregistered parent can block its own subsidiary at the registry — and the one section of the Companies Act that quietly turns an offshore structure into a local one.
For an international group, incorporating a new Argentine company is not the only route. The Companies Act allows you to register the entity you already have — and it contains one rule that can dismantle the whole structure if it is ignored.
| Section 118 | Section 123 | |
|---|---|---|
| Purpose | Habitual activity through branch, seat, agency or permanent representation | Incorporating or holding an interest in an Argentine company |
| Who operates | The foreign company itself | The local company |
| Legal personality | No entity separate from the parent | The local company has its own |
| Exposure | Branch obligations may reach the parent directly | Shareholder liability follows the local entity type |
| Accounting | Separate accounts and financial statements for the Argentine representation | Accounts of the Argentine company |
| Typical use | The parent wants to trade directly in the country | The parent wants a subsidiary, to acquire shares or to join a local joint venture |
Requirements removed for Section 123 registrants include the declaration of financial year-end and the statement of not being in liquidation.
The corporate resolution must also state the seat in Buenos Aires City (or authorise the representative to fix it), the financial year-end and the assigned capital if any; plus publication in the Official Gazette.
Where an Argentine company has foreign shareholders, those shareholders must be registered under Section 118 or 123 for corporate acts to be filed. Acts in which the votes of an unregistered foreign company were decisive cannot be registered until registration is evidenced.
Individuals holding, directly or indirectly, at least 10% of capital or voting rights, or exercising ultimate control by other means, must be identified. Where there is a chain of companies, trusts or funds, it must be documented all the way up to the controlling individual.
Structures from non-cooperative or high-risk jurisdictions are subject to a specific regime and may attract additional documentary requirements. In practice, reconstructing the chain is the step that most often delays registration for groups with intermediate holding companies — and it is the step to start first, not last.
The registered representative is not a nominal figure. They assume corporate, tax and registry obligations and are liable on the footing set out for administrators under Section 121 of the Companies Act.
GR 4/2026 introduced a procedure to register the resignation of a legal representative even where the parent company has not formally addressed it, subject to conditions and deadlines: formal notice to the parent and, once the period expires without response, filing with the IGJ together with the notarial instrument recording the notice and a certified statement of the company's position. This resolves a common situation that previously had no clear exit for representatives of groups that had lost contact with head office.
Around 30 business days from a complete filing. Preparation — the parent's resolution, certificate of good standing, apostille and sworn translation — usually takes longer than the filing itself.
Yes. Simultaneous processing is admitted, conditional on the foreign company meeting its own requirements.
It remains feasible, but under a stricter control standard and with longer timelines. It is often worth assessing an intermediate entity in another jurisdiction before filing.
Not as a rule. The comparison requires analysis of how income is treated, how profits are remitted, and whether a double taxation treaty applies.
No longer. The 2026 regime allows the resignation to be registered after formal notice to the parent and the expiry of the applicable period, filing the notarial instrument that records the notice together with a certified statement.
Registrations are quoted individually, by country of origin, available documentation, complexity of the ownership chain and number of entities. Volume arrangements are available for groups registering several companies at once.
Updated 22 July 2026. Registry criteria are applied case by case and provincial registries may differ from the IGJ. This page is general information, not personalized legal advice. Corporate, tax, foreign-exchange and immigration rules change, and every file is decided on its own merits. We recommend a consultation before incorporating or preparing documents abroad.
Tell us the activity, where the money comes from, who the investors are and whether anyone intends to relocate. We will map the right structure, the documents your home jurisdiction has to produce, and the realistic timeline. We act under power of attorney, so you do not have to travel. Confidential first reply, typically within one business day.