Argentina's corporate legislative regime has undergone material revision. The reforms took effect in early 2025, following a prolonged period of regulatory debate. International companies with Argentine subsidiaries, branches, or joint ventures now face revised obligations across company registration, governance documentation, and reporting requirements. Failure to act within the applicable compliance windows carries serious consequences – including suspension of legal standing and restrictions on shareholder distributions.
Argentina's 2025 corporate law reforms amend the country's primary commercial legislation governing company formation, the board of directors, and shareholder resolution procedures. The changes affect all companies with foreign ownership or a registered office in Argentina, with a compliance deadline falling within twelve months of the reforms' entry into force. International businesses must review and update their articles of association, governance structures, and registry filings to remain compliant.
This alert explains what changed, which business categories are affected, and the concrete steps international companies must take now.
What changed and when it took effect
Argentina's reformed corporate legislation introduces three principal changes for internationally owned entities.
Revised company registration requirements. The reforms impose updated documentation standards for initial registration and for ongoing maintenance of registry records. Companies incorporated abroad that operate through Argentine subsidiaries must re-file certain constitutional documents. This includes updated translations of the articles of association and certified evidence of the registered office address in the home jurisdiction.
Governance and board composition rules. The revised legislation introduces minimum residency conditions for members of the board of directors in certain company categories. Specifically, companies classified as having predominant foreign capital must now ensure that a prescribed proportion of their board holds Argentine residency or domicile. This requirement did not exist in prior corporate legislation. Companies relying entirely on non-resident directors are directly exposed.
Shareholder resolution formalities. Procedural requirements for shareholder resolution documentation have been tightened. Resolutions on capital increases, profit distribution, and structural changes must now comply with enhanced notarisation and registry deposit rules. Resolutions that do not meet the new formal thresholds may be challenged as void under Argentine civil procedure rules.
The reforms entered into force on January 1, 2025. The Inspección General de Justicia (Argentine Companies Registry, or IGJ) has confirmed that transitional provisions apply for companies already registered at that date.
For companies with pending mergers or acquisitions in Argentina, the revised governance and documentation requirements apply to any transaction approved or completed after the effective date – even if the underlying negotiations began earlier.
Who is affected and what the thresholds are
The reforms apply broadly, but the compliance burden varies by company category.
Foreign-owned subsidiaries (sociedades con capital extranjero predominante, or companies with predominantly foreign capital) bear the heaviest obligations. These entities must demonstrate registry compliance within twelve months of January 1, 2025 – meaning by January 1, 2026. Companies that missed this window are already in default.
Joint ventures and mixed-capital companies are affected where foreign ownership exceeds a prescribed threshold under Argentine commercial legislation. These entities must update their articles of association to reflect the new governance rules and re-register any changes with the IGJ.
Branch offices of foreign companies face revised registration maintenance requirements. The registered office address on file with the IGJ must be current and supported by updated documentation. Branches that have not updated their records since 2022 or earlier are particularly exposed.
Domestically incorporated companies with foreign shareholders are subject to the new shareholder resolution formalities. A shareholder resolution passed without the required notarisation may not be enforceable against third parties under Argentine law.
Companies operating exclusively in Argentina with no foreign capital or foreign directors are less directly affected, but must still comply with the updated filing and reporting obligations under Argentine commercial legislation.
To discuss how these changes affect your specific corporate structure in Argentina, contact us at info@ferrazwhitmore.com.
Immediate actions for international companies
Companies within the affected categories should treat the following as priority actions. The compliance deadline has already passed for some categories. Delay compounds exposure.
- Audit current registry filings. Confirm that the IGJ file reflects the current articles of association, registered office, and board composition. Discrepancies between actual governance and registered documentation are a direct compliance risk under the reformed legislation.
- Review board residency conditions. Identify whether your board of directors satisfies the new residency or domicile requirement. If it does not, begin the process of appointing a compliant Argentine-resident director or restructuring the board before enforcement action is taken.
- Update and re-file the articles of association. If the articles pre-date the 2025 reforms and do not reflect the new governance standards, updated articles must be drafted, notarised, and deposited with the IGJ. This process typically takes several weeks and requires local notarial support.
- Verify shareholder resolution procedures. Any shareholder resolution passed in 2025 or later must comply with the enhanced notarisation and deposit requirements. Review resolutions already passed this year to confirm they meet the new formal standards.
- Assess M&A and restructuring timelines. If a transaction is pending, the new documentation requirements will affect the due diligence checklist and the conditions precedent to closing. Factor in additional registry lead times of up to six to eight weeks for complex filings.
Engaging a lawyer in Argentina with specific experience in the updated corporate legislative regime is essential for companies that have not yet begun this review. The reforms interact with Argentina's tax legislation and foreign investment rules in ways that are not immediately apparent from the corporate legislation alone.
For a tailored compliance strategy covering your Argentine operations, contact us at info@ferrazwhitmore.com.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our team combines Portuguese civil law expertise with English common law tradition to deliver cross-border legal solutions in corporate law, company restructuring, and market entry across Latin American and Iberian markets. Our corporate law practice in Argentina supports international entrepreneurs, institutional investors, and in-house legal teams navigating Argentina's evolving regulatory environment. As a law firm in Argentina matters, we work with clients across civil law systems in both advisory and transactional contexts. For a preliminary review of your compliance position in Argentina, contact us at info@ferrazwhitmore.com.
For context on how parallel reforms in the Americas may affect your wider corporate structure, see our alert on 2025 corporate reforms in the United States.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.