Sign up for tax alert emails    GTNU homepage    Tax newsroom    Email document    Print document    Download document

May 25, 2021

Argentina corporate legal authorities modify regime for foreign companies

The resolution clarifies the rules for foreign corporations to be classified as special purpose vehicles. Companies doing business in Argentina should analyze how these new rules will affect their operations, including their investments.

On 17 May 2021, Argentine corporate legal authorities (i.e., the Public Registry of Commerce of the City of Buenos Aires (PRC)) published, in the Official Gazette, General Resolution No. 8/2021 (Resolution 8/2021), modifying the regime for foreign companies registered as "investment vehicles" or “special purpose vehicles” (SPVs).

Resolution 8/2021

Resolution 8/2021 introduces new regulations and modifies PRC General Resolution No. 7/2015, which established the rules for foreign companies that hold shares/interests in Argentine entities to register with the PRC.

SPVs registration

The resolution subjects foreign companies that request to register as SPVs with the PRC, and those that are already registered as SPVs, to the following rules:

  • SPV status must be declared at the time of registration.
  • The registration of more than one SPV per foreign company group is not allowed.
  • SPV status will not be granted if the company’s direct or indirect controlling entity is registered in Argentina under Section 118 or 123 of Argentinean General Companies Law No. 19,550 (AGCL).
  • SPV status will not be granted to companies with shareholders that are sole-shareholder corporations. Similarly, the registration of a local sole-shareholder corporation whose shareholder is a foreign sole-shareholder corporation will not be approved, regardless of whether the foreign sole-shareholder corporation is an SPV.

In addition, the resolution clarifies that foreign companies registered under the provisions of Sections 118 or 123 of the AGCL that have their primary shareholdings in local companies that are domiciled and headquartered in the City of Buenos Aires must be registered before the PRC (that is to say, in the City of Buenos Aires). Their registration in other jurisdictions of Argentina will not be enforceable.

Investment plan

The resolution requires foreign companies to file an investment plan with the PRC when registering under the provisions of Section 123 of the AGCL. The plan must include the list of entities in which the foreign company intends to hold shares or incorporate in Argentina. The plan also must include the foreign company’s domicile, name, the effective activity the foreign company carries out abroad and the effective activity of the local entities in which it intends to hold shares or incorporate. Additionally, the plan must identify the local entities’ shareholders and the number of shares the foreign company intends to acquire.

Beneficial owner

If the foreign company does not identify a beneficial owner under the terms of Section 510 of the PRC General Resolution No. 7/15, the rules clarify that the foreign company must have evidence of one of the following to show that a beneficial owner does not exist:

  • The parent company has all its shares listed on a stock exchange.
  • The ownership of the shares among individuals does not reach the minimum percentage of 20% of ownership.


Companies doing business in Argentina should analyze the impact of these changes on their operations, particularly those holding entities used to make investments in Argentine territory.


For additional information with respect to this Alert, please contact the following:

Pistrelli, Henry Martin & Asociados S.R.L., Buenos Aires

Ernst & Young LLP (United States), Latin American Business Center, New York

Ernst & Young Abogados, Latin American Business Center, Madrid

Ernst & Young LLP (United Kingdom), Latin American Business Center, London

Ernst & Young Tax Co., Latin American Business Center, Japan & Asia Pacific


The information contained herein is general in nature and is not intended, and should not be construed, as legal, accounting or tax advice or opinion provided by Ernst & Young LLP to the reader. The reader also is cautioned that this material may not be applicable to, or suitable for, the reader's specific circumstances or needs, and may require consideration of non-tax and other tax factors if any action is to be contemplated. The reader should contact his or her Ernst & Young LLP or other tax professional prior to taking any action based upon this information. Ernst & Young LLP assumes no obligation to inform the reader of any changes in tax laws or other factors that could affect the information contained herein.


Copyright © 2024, Ernst & Young LLP.


All rights reserved. No part of this document may be reproduced, retransmitted or otherwise redistributed in any form or by any means, electronic or mechanical, including by photocopying, facsimile transmission, recording, rekeying, or using any information storage and retrieval system, without written permission from Ernst & Young LLP.


Any U.S. tax advice contained herein was not intended or written to be used, and cannot be used, by the recipient for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code or applicable state or local tax law provisions.


"EY" refers to the global organisation, and may refer to one or more, of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients.


Privacy  |  Cookies  |  BCR  |  Legal  |  Global Code of Conduct Opt out of all email from EY Global Limited.


Cookie Settings

This site uses cookies to provide you with a personalized browsing experience and allows us to understand more about you. More information on the cookies we use can be found here. By clicking 'Yes, I accept' you agree and consent to our use of cookies. More information on what these cookies are and how we use them, including how you can manage them, is outlined in our Privacy Notice. Please note that your decision to decline the use of cookies is limited to this site only, and not in relation to other EY sites or Please refer to the privacy notice/policy on these sites for more information.

Yes, I accept         Find out more