The Renaissance of the SAS?

Starting from April 12, 2024, entrepreneurs and investors will be able to quickly establish an SAS with two or more partners or a sole proprietorship SAS under the jurisdiction of the Inspección General de Justicia (General Inspection of Justice). The constitution process would allow for swift obtaining of the CUIT (Unique Tax Identification Code) and authorization for digital books, enabling companies to operate efficiently.

General Resolution 11/2024:

This resolution abolishes requirements related to digital signatures, professional pre-qualification reports, verification of registered office, integration of share capital, submission of financial statements with audit reports, and differential treatment in transformation processes and book stamping. The resolution aims to facilitate immediate access to the creation of legal structures in line with SAS regulations, emphasizing simplicity, agility, and low cost.

General Resolution 12/2024:

This resolution suspends the use of digital means for the constitution of SAS, requiring mandatory use of authentic documentation, either through a public deed or a private instrument with certified signatures. These changes seek to address operational difficulties that arose with the digital registration system. The resolution comes into effect on the day following its publication in the Official Gazette, i.e., April 12, 2024.

We believe these resolutions are great news for entrepreneurs and startups. Time will tell if the IGJ intends to implement and facilitate the easy constitution of SAS or if they will remain mere words.We hope this information is useful to you, and we are available for any inquiries or assistance you may need.

What is an SAS or Sociedad por Acciones Simplificada?

An SAS (Sociedad por Acciones Simplificada) is an innovative business model that significantly simplifies the constitution process compared to a traditional joint-stock company. This type of company can be established by one or several individuals, whether natural or legal persons. In SAS, the partners' liability is limited to the capital they contribute, providing greater security and flexibility in terms of business structure.

Can a Sociedad por Acciones Simplificada constitute or be part of another SAS?

Certainly. A Sociedad por Acciones Simplificada can establish or participate in another SAS, except in the case of being a sole proprietorship SAS, which cannot form another sole proprietorship SAS.

How is a SAS constituted?

The Sociedad por Acciones Simplificada (SAS) can be constituted through a public or private instrument. In the case of opting for a private instrument, it must have certified signatures by a competent authority, such as a court, notary, bank, or other entity recognized by the corresponding public registry. Additionally, it is possible to carry out the constitution digitally using a digital signature. Once the constitution instrument is drafted, it must be submitted to the Public Registry for registration.

Can any company be constituted as an SAS?

Not all companies can be constituted as Sociedad por Acciones Simplificada (SAS). In particular, those that meet any of the following conditions cannot opt for this type of company:

• Being a mixed economy company.
• Conducting capitalization or savings operations, or requesting money or securities from the public with promises of future benefits.
• Exploiting concessions or public services.
• Being under the control of a mixed economy company, or conducting capitalization or savings operations, or exploiting concessions or public services.
• Participating in more than 30% of the capital of companies that meet the aforementioned conditions.

Initial Steps for any SAS:

What procedures does an SAS have to do to obtain its CUIT?

To obtain the CUIT (Unique Tax Identification Code), a SAS must follow these steps:

• Be registered in the corresponding registry.
• Apply for the CUIT through the AFIP website or at any AFIP agency.
• It is not necessary to prove the domicile when starting the procedure. The SAS has a period of 12 months from its constitution to do so.
• The CUIT is issued within 24 hours after the start of the procedure.

What documents can banks require from an SAS to open its account?

Banks may require the following documents from an SAS to open an account:

1. The constitutive instrument of the SAS duly registered in the corresponding registry.
2. CUIT certificate.