What is a Sociedad Anónima?
A Sociedad Anónima (SA) is a widely used business organization form in Argentina and many other countries. It is a commercial entity characterized by having its capital divided into shares and by the limited liability of its shareholders to the amount of their contributions.
How is a Sociedad Anónima Formed?
To form a Sociedad Anónima in Argentina, several legal steps must be followed:
- Social Contract: The SA is established through a social contract that must be registered with the General Inspectorate of Justice (IGJ).
- Capital Stock: The capital is divided into shares of equal nominal value. At least 25% of the value of each share must be subscribed and paid.
- Shareholders: A minimum of two shareholders is required, who can be natural or legal persons, national or foreign.
- Governing Bodies: The SA must have a Shareholders' Meeting and a Board of Directors. The Shareholders' Meeting is the highest decision-making body and meets at least once a year, while the Board of Directors administers and legally represents the company.
- Corporate Name: The SA must have a unique and distinctive name, usually accompanied by the words "Sociedad Anónima" or its abbreviation "SA".
What is the Purpose of a Sociedad Anónima?
The primary purpose of a Sociedad Anónima is to conduct commercial activities for profit. It can engage in a wide variety of businesses and activities as long as they are not prohibited by law. Additionally, the SA is a structure that facilitates obtaining financing and transferring ownership through the sale of shares.
What is the Difference Between an SRL and an SA?
The main difference between a Sociedad de Responsabilidad Limitada (SRL) and a Sociedad Anónima (SA) lies in the structure and management of capital:
- Capital and Shares: In an SA, the capital is divided into shares that are easily transferable. In an SRL, the capital is divided into quotas, which are not as easily transferable.
- Number of Partners: An SRL can have a limited number of partners (maximum 50), while an SA has no maximum limit on the number of shareholders.
- Administration: The SA has a more complex administrative structure with a Shareholders' Meeting and a Board of Directors, while the SRL is usually managed by one or more managers.
What is a Sociedad Anónima and What Are Its Advantages?
A Sociedad Anónima is an independent legal entity from its shareholders, with its own set of rights and obligations. The advantages include:
- Limited Liability: Shareholders are only liable up to the amount of their contributions.
- Ease of Share Transfer: Shares can be freely transferred, facilitating the entry and exit of investors.
- Access to Financing: SAs can issue shares and other securities, facilitating capital raising.
- Perpetuity: The existence of the SA does not depend on changes in share ownership, allowing for continuity over time.
Which is Better, an SRL or an SA?
The choice between an SRL and an SA depends on the specific needs and objectives of each business. An SA may be more suitable for companies looking to grow and attract investors due to its flexible structure and ability to issue shares. On the other hand, an SRL may be more convenient for smaller businesses with a limited number of partners.
How Many Shareholders Must a Sociedad Anónima Have?
A Sociedad Anónima in Argentina requires a minimum of two shareholders. There is no maximum limit on the number of shareholders, allowing for great flexibility in the ownership structure and facilitating the incorporation of new investors.
Advantages of a Sociedad Anónima
A Sociedad Anónima offers several advantages that make it an attractive option for many entrepreneurs and business owners:
- Limited Liability: Shareholders risk no more than their investment.
- Share Transferability: Shares can be sold or transferred easily.
- Access to Capital Markets: SAs can be listed on stock exchanges, facilitating capital raising.
- Independent Existence: The SA continues to exist regardless of changes in share ownership.
Choosing the right type of company is crucial for the success and growth of any business. The Sociedad Anónima offers a robust and flexible structure, ideal for companies looking to grow and attract investment. At Marei, we are committed to helping you choose the type of company that best suits your business model. Contact us for the legal advice you need to ensure your company's success.
Learn also about other types of companies:
- Sociedad de Responsabilidad Limitada (SRL)
- Sociedades por Acciones Simplificadas SAS
- How to choose the type of company in Argentina
