The Sociedad por Acciones Simplificada (Simplified Stock Corporation) is the most agile and cost-effective corporate vehicle offered by Argentine law to formalize a business venture. Created by Ley 27.349 on Entrepreneurial Capital Support (2017) and regulated by the Inspeccion General de Justicia (IGJ), the SAS allows one or more persons to incorporate a company with limited liability, simplified governance, and a registration process that — in the best-case scenario — can be completed within 24 business hours. This guide details each stage of the incorporation process, the documentary requirements, the costs involved, and the obligations that arise after registration.
Legal framework and nature of the SAS
The SAS is governed by Ley 27.349 (Title III, articles 33 through 62) and by the general resolutions issued by the IGJ in exercise of its oversight powers. It is not governed by the General Companies Law 19.550, although the latter applies on a supplementary basis to the extent compatible.
Its essential features are:
- It may be incorporated by one or more natural or legal persons, which allows for single-member companies
- The capital is divided into shares, which may be of different classes with different political and economic rights
- The partners' liability is limited to the payment of their subscribed shares, although there is joint and unlimited liability for the integration of the other partners' contributions
- The governing body consists of one or more administrators — no formal board of directors is required
- A mandatory sindicatura (internal oversight body) is not required
- It may be incorporated by means of a private instrument with certified signatures (by a public notary or by an IGJ official) or digitally through the Tramites a Distancia (TAD) platform
Current regulatory restrictions. In recent years, the IGJ has issued a series of general resolutions that impose additional requirements on SAS companies, limiting some of the flexibility originally envisaged by Ley 27.349. The requirements in force must be verified at the time of initiating the process, as the regulatory framework applicable to this corporate type has been subject to frequent changes.
Prior requirements
Before initiating the incorporation process, each founding partner must have:
- CUIL, CUIT, or CDI — issued by ARCA (formerly AFIP). Foreigners who do not have a CUIT may obtain a CDI (Clave de Identificacion) with their valid passport
- Level 2 clave fiscal or higher, obtained from ARCA
- Registration with the TAD service (Tramites a Distancia) using the clave fiscal, through the ARCA portal
- Registered address — the SAS's legal domicile must be located within the jurisdiction of the corresponding registry (IGJ for the City of Buenos Aires, or the relevant provincial oversight authority)
- Company name — the proposed name for the company, which will be verified by the IGJ to confirm it has not been previously registered
Regarding foreigners
A foreigner may be a founding partner, shareholder, and administrator of a SAS. With the precaria residence issued by the National Immigration Agency (Direccion Nacional de Migraciones) and a CDI or CUIT from ARCA, the foreigner is authorized to sign the incorporation instrument, appear before the IGJ, and perform administrative functions. It is not necessary to hold a definitive DNI to incorporate the company.
Step by step: incorporating the SAS
The incorporation process is initiated and managed through the TAD platform. The main steps are as follows:
Step 1 — Initiating the process on TAD
Log in to the Tramites a Distancia platform with the clave fiscal. Search for the process "Constitucion de Sociedades por Acciones Simplificadas (SAS)" and click "Iniciar tramite." The proposed company name must be entered and a choice made between the model bylaws pre-approved by the IGJ or customized bylaws.
Step 2 — Partner and administrator details
Enter the details of all founding partners. At least one managing administrator and one AFIP relationship administrator (who must be one of the managing administrators) must be designated. The company's electronic domicile (email address) is also recorded at this stage.
Step 3 — Ultimate beneficial owners
All ultimate beneficial owners must be declared: partners holding 10% or more of the share capital, or those who otherwise exercise control over the company. A declaration regarding the status of politically exposed person (PEP) is also required.
Step 4 — General company information
- Registered office — the SAS's legal domicile
- Fiscal year end date — determines when the financial statement filing obligations fall due
- Business activity — ARCA nomenclator code
- Share capital — total amount, classes of shares, number and par value of each share, and each partner's ownership percentage
Step 5 — Uploading the incorporation instrument
The signed incorporation instrument must be attached. If the model bylaws are chosen, the system generates the document that must be signed by the partners. If customized bylaws are used, the document must be attached with signatures certified by a public notary or by an IGJ official.
Digital signature vs. certified signature. Ley 27.349 provided for the possibility of incorporating a SAS with a digital signature through TAD. However, the operability of digital signatures for this process depends on the IGJ's resolutions in force and the technological tools available at the time of incorporation. The most common option in practice is a private instrument with certified signatures by a public notary.
Step 6 — Supporting documentation
Depending on the IGJ's current requirements, additional documentation may be required:
- Proof of address (lease agreement, property title, or authorization of use)
- CUIT/CDI certificate for each partner
- Sworn declaration of ultimate beneficial owners and PEP status
- For foreign partners: apostilled or legalized identity documentation
Step 7 — Payment of fees
The platform generates the fee assessment. The available payment methods depend on the system's configuration at the time of the process.
Step 8 — Resolution and registration
Once all documentation has been uploaded and payment made, the IGJ proceeds to review the application. If the model bylaws were used and the documentation is complete, the resolution may be issued within 24 business hours. With customized bylaws, the timeline extends significantly.
Upon approval of the registration, the system automatically generates:
- The registration certificate from the IGJ
- The company's CUIT registration with ARCA
- The publication of the notice in the Boletin Oficial (Official Gazette)
Model bylaws vs. customized bylaws
The decision between adopting the model bylaws pre-approved by the IGJ or drafting customized bylaws is one of the most significant in the process.
| Aspect | Model bylaws | Customized bylaws |
|---|---|---|
| Registration timeline | 24 business hours (best-case scenario) | 10 to 20+ business days |
| Cost | Lower (no professional drafting fees) | Higher (requires professional drafting and review) |
| Flexibility | Limited to predefined clauses | Full: governance, share transfers, shareholder rights |
| Suitability for investors | Sufficient for simple ventures | Recommended when there are multiple partners or significant investment |
| IGJ review | Automated / simplified | Substantive review (observations may be required) |
For the foreign investor seeking to establish a structure with multiple partners, vesting clauses, share transfer restrictions, or other governance mechanisms, customized bylaws are indispensable. The time and cost savings of the model bylaws are offset by the rigidity of their clauses.
Minimum capital and contributions
The minimum share capital of a SAS is equivalent to two (2) minimum vital and mobile salaries in force at the time of incorporation. This amount is updated periodically by resolution of the National Council on Employment, Productivity, and the Minimum Vital and Mobile Salary.
- Cash contributions must be paid in at least 25% at the time of incorporation, with the remaining balance due within two (2) years
- In-kind contributions must be fully paid in at the time of incorporation
- The 25% integration deposit must be made at the Banco de la Nacion Argentina or at the institution specified by the regulations
Estimated costs
Incorporation costs vary depending on the jurisdiction, the type of bylaws chosen, and the professional assistance required. As a general reference, the main cost items are:
- IGJ registration fee — the amount depends on the declared share capital. This is the main fee for the process
- Publication in the Boletin Oficial — the notice is automatically published upon approval of the registration; the cost is included in the fee assessment
- Signature certification — notarial fees for certifying signatures on the incorporation instrument (if digital signatures are not used)
- Professional fees — if a lawyer is retained for drafting customized bylaws, providing comprehensive advisory services, and managing the process
Specific amounts should be verified at the time of initiating the process, as IGJ fees and Boletin Oficial costs are updated periodically.
Expedited processing. Both the IGJ and provincial registries typically offer an expedited processing option at a higher cost. This option can significantly reduce timelines, especially when customized bylaws are used.
Registration timelines
Timelines depend on multiple factors: type of bylaws, completeness of the documentation, the IGJ's workload, and any observations issued by the agency.
- Model bylaws + complete documentation: 24 business hours (best-case scenario)
- Customized bylaws: between 10 and 20 business days, potentially longer if the IGJ issues observations requiring remediation
- The prior time needed to obtain the CUIT/CDI, clave fiscal, and TAD registration for each partner must be added to these timelines
Post-incorporation obligations
Once the SAS is registered, a series of obligations arise that must be fulfilled in a timely manner to maintain the company's good standing:
Corporate obligations
- Corporate books: maintain the books required by Ley 27.349 and the IGJ's resolutions. Books may be kept in digital format
- Financial statements: prepare and file annual financial statements with the IGJ within the regulatory deadlines
- Partners' meeting: hold at least one annual meeting to approve the financial statements and resolve on the administrator's management
- Data updates: notify the IGJ of any changes to the domicile, corporate composition, administrators, or ultimate beneficial owners
Tax obligations
- Tax registration: registration for VAT, Income Tax, and Gross Revenue Tax (the latter before the corresponding jurisdiction)
- Filing of tax returns: monthly (VAT, withholdings) and annual (Income Tax, Personal Assets Tax for partners)
- Electronic invoicing: issuance of receipts through the ARCA electronic invoicing system
- Ultimate beneficial owner reporting regime: filing with ARCA of the ultimate beneficial owner declaration (RG 4697 and amendments)
Labor obligations (if there are employees)
- Employer registration with ARCA
- Early employee registration
- Contracting an ART (Workers' Compensation Insurer)
- Social security contributions and withholdings
Specific considerations for the foreign investor
The incorporation of a SAS can be coordinated with the investor's immigration strategy. The existence of an operating company can support applications for temporary residence based on investment or employment, and conversely: obtaining residence facilitates corporate and banking operations.
Key points for the foreigner:
- The CDI (Clave de Identificacion) obtained with a valid passport allows participation as a partner and administrator without the need for a DNI
- The precaria residence from Migraciones authorizes the foreigner to perform corporate functions and sign documentation
- If the SAS will have partners or shareholders abroad, related-party transactions may be subject to the transfer pricing regime
- Opening a corporate bank account requires the registered corporate documentation and, in practice, may be delayed due to each bank's compliance policies
- Tax and immigration planning must be coordinated from the outset: the corporate structure, the investor's tax residence, and the profit repatriation strategy are interdependent variables
The SAS is not merely a registration process: it is the first step of a structure that must address the corporate, tax, and immigration dimensions in an integrated manner.
Common mistakes to avoid
- Choosing the model bylaws for speed without assessing actual needs — the time savings may prove insufficient if costly bylaw amendments are later required
- Failing to coordinate the incorporation with the immigration strategy — a SAS incorporated without considering the founder's immigration status may create inconsistencies before the authorities
- Disregarding post-incorporation obligations — registration is only the beginning. Failure to comply with filings before the IGJ and ARCA can result in sanctions and irregularities
- Underestimating actual timelines — the 24 hours for model bylaws is a best-case scenario. The prior obtainment of CUIT, clave fiscal, and documentation can significantly extend the overall timeline
- Failing to correctly declare ultimate beneficial owners — transparency and anti-money laundering obligations are strict, and non-compliance may compromise the company's operational capacity
Last updated: March 2026. Cited legislation: Ley 27.349 (Entrepreneurial Capital Support), IGJ general resolutions, ARCA regulations.