Changes in SAS, crypto, and activity definition: the Government eases procedures to open a business

The Government aims to untangle the costs and bureaucracy involved in establishing a company in Argentina. With this underlying goal, the General Inspection of Justice (IGJ) modified the regulations and will allow the process to be carried out with less documentation, relaxed the rules for defining what activities a company can engage in, and provided clarifications on how capital contributions made in cryptocurrencies should be structured. The measure was formalized this Tuesday with the publication of General Resolution 11/2026 in the Official Gazette and is part of a series of changes that the IGJ has been implementing to simplify the registration regime. In practice, the resolution repeals 33 articles from previous regulations and two general resolutions. "With the main objective of reducing bureaucracy, lowering costs, and speeding up the time to open a business, the IGJ simplifies the company formation regime and relaxes the corporate purpose," celebrated Juan Bautista Mahiques, Minister of Justice of the Nation, on X. This spirit is also reflected in the regulations. In the considerations, the official text emphasizes that company registries "must function as agile licensing windows" and not as "filters for discretionary prior control." According to the Government's view, the reduction of formal barriers to access the registry constitutes a public policy tool aimed at facilitating the incorporation of companies into the formal economy, reducing compliance costs for entrepreneurs, and bringing "the reality of traffic" closer to public registration.

The change that has the most impact

One of the central points of the reform is the corporate purpose, that is, the definition of the activities that a company can carry out. Until now, registration rules could limit the possibility of a company having an overly broad purpose. The new resolution establishes that the purpose may include one or more categories of activities, without the need to demonstrate that there is a relationship of connection, complementarity, or accessory between them, nor to describe the specific activities that comprise it. For Simplified Joint Stock Companies (SAS), the change is even more direct. It will be expressly allowed for the corporate purpose to be "the carrying out of any lawful activity" or an equivalent formula. "This relaxes and allows the legal structure of companies to adapt to new businesses, enabling them to diversify their business units within the same legal entity without the need to make complex statutory reforms, nor be subject to the criterion of linkage between activities," explained María Eugenia Lafuente, Legal Director of BDO in Argentina. In practice, this will prevent a company from having to modify its bylaws every time it decides to expand or change the type of business it develops. The resolution states that Law 27.349, which created the SAS, had already established a criterion of flexibility and contractual freedom and that an administrative regulation should not reimpose limits that the legislator had eliminated. "Simplifying is not deregulating for the sake of deregulating: each modification introduced by this resolution responds to the verification that the eliminated or relaxed requirement does not fulfill any useful protective function that is not already satisfied by other means, or imposes disproportionate costs relative to the benefit it generates," added the regulation.

Virtual assets

The regulations also provided more details on how capital contributions made with cryptocurrencies or other virtual assets can be integrated. Although in July 2024 the IGJ had already expressly incorporated this alternative, marking a break in the relationship between the State and cryptocurrencies and approving the creation of the first company with crypto contributions, the resolution now provided more specifics. In particular, it establishes that virtual assets must be individualized in the founding instrument, indicating their class, quantity, and assigned value. To do this, their valuation must be accredited, which can be done through a certification from a graduate in economic sciences regarding the market value at the date of incorporation or through a quotation issued by a Virtual Asset Service Provider (PSAV). Additionally, the assets must be deposited in a wallet or platform of a PSAV registered with the National Securities Commission (CNV), in the name of the designated administrators, with the commitment to transfer them to the company once its CUIT is obtained. It must also be accredited that they were owned by the partner before making the contribution.

Fewer Procedures

Among other proposed changes to eliminate bureaucratic red tape, the regulations clarify that it will no longer be mandatory to present a professional prequalification report to establish a company. This document, which could be used to certify certain requirements of the procedure, becomes optional, except in cases where the regulations expressly require it. "The exemption does not equate to eliminating all professional intervention nor does it indiscriminately apply to subsequent acts. The regulation maintains, for example, the requirement for a report if any member of the management body is included in the Public Registry of Persons and Entities Linked to Terrorism and its Financing (RePET). For procedures following the establishment of a SAS that require registration, a professional report is also required, with the exception provided for capital increases of less than 50% of the registered capital," explained Marcos Felice, accountant and creator of the Accountant's Blog. For Lafuente, this will reduce initial costs for the establishment of companies, as the mandatory professional report is eliminated and the monetary contributions of lower amounts are simplified. "All of this significantly reduces the initial fees and charges faced by entrepreneurs and micro, small, and medium-sized enterprises," he added. The alternatives for accrediting the integration of capital contributions are also expanded. For amounts of up to two minimum vital and mobile salaries, for example, it is accepted that the integration can be accredited through a sworn statement from the administrators or founding partners, or through a receipt signed by the legal representative, with certified, digital, or electronic signature. The regulation also relaxes the way to accredit the address. If the founding instrument does not establish a precise corporate headquarters, this can be set later through a resolution of the management or governing body. Additionally, the possibility of declaring a complementary electronic headquarters is enabled, through an email address, although this does not replace the physical address.

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