Department of Law
Autumn Term 2019
Master Programme in International Tax Law and EU Tax Law
Master’s Thesis 15 ECTS
Title: The Main Forms of Business Vehicles In Argentina
Subtitle: The establishment of foreign company in Argentina
Searching fiscal advantages
Author: Alejandro Arroyave Quintero
Supervisor: Martin Berglund
TABLE OF CONTENT
1.
Introduction
4 1.1 Problem 4 1.2 Purpose 5 1.3 Delimitations 6 1.4 Outline 7 1.5 Methodology 8
2.
Forms of Business Vehicles In Argentina
92.1 Main Forms of Business Vehicles In Argentina 9
2.2 Limited Liability Company S.R.L 10
2.2.1 Requirements 10
2.2.2 Limited Liability Company constitution 11
2.3 Corporation S.A 12
2.3.1 Requirements 13
2.3.2 Corporation Constitution 14
2.4 Simplified Share Companies. S.A.S
15
2.4.1 Requirements 16
2.4.2 Simplified Share Company Constitution 17
2.5 Interim Conclusion 18
2.6 The Company Incorporated from Abroad. 19
2.7 The Branch of Foreign Company 21
2.8 The Subsidiary of Foreign Company 22
2.9 Interim Conclusion 23
3.
Taxation
243.1 Argentinian Income Tax Law (Ley de Impuesto a las Ganancias) 3.2 Exemptions 24
3.3 The tax payer 25
3.3.1 Companies incorporated in Argentina and permanent establishments located in Argentina. 3.3.1.1 Taxable base 3.3.1.2 Scope 25
3.4 Tax Rates 26
3.4.1 Special Rate 28 3.4.2 Beneficiaries from abroad
3.5 Fiscal Incentives 30
3.5.1 Businesses/Sectors covered 31
3.5.2 Requirements 32
3.5.3. Fiscal Benefits 33
a. Fiscal stability 33
b. Employment cost reduction 33
c. Additional incentives 34
d. Reduction on Income Tax Law 34
e. Exemption on Personal Assets Tax (wealth tax) 35
f. Relief for Reinvestment 35
3.6 Interim Conclusion 36
4.
Conclusion
375.
References
406
.
Bibliography
421.
Introduction
1.1 Problem
We were studying during the master a lot of deep issues on International and Europe Tax Law. However, if we go back to the starting point of many of the topics that were studied during the Master on International Taxation, issues such as the establishment of companies in other jurisdictions, we would find some questions like:
How is the process for establish a business in a third country (Argentina, for instance), having a parent company in a Europe member state, specifically Sweden, and which fiscal advantages exist (if it exist) in order to open the company, also if the type of vehicle business, would make it easier to establish a business. This is practical but at the same time attractive information.
The first doubts that arose during the study were related to the types of company, for instance: What kind/type of company will be adequate? How will be the process in order to open a company in a third country (Argentina) if you have a company registered in Europe? The type of companies that exist in the legislation of the third country pay taxes in the same way? Is it possible to obtain legal, fiscal advantage?
To the extent that the progress in this study going forward, arose more questions, but a little more specific, that could summarise in this manner. Are the types of company that each country have synchronised with each other? For instance, has an L.L.C the same configuration that an L.L.C of another country? (For reasons of delimitation and scope of the study, a comparative analysis of the different types of societies in each country will not be made it; but a brief answer focused on Sweden and Argentina will give it). Nevertheless, the answer to this question (At least in regards to Argentina) permits to understand, the agreements and the domestic legislation that countries have about the process of establishing a business using aBranch or Subsidiary in other countries.
Also, How these vehicles businesses are regulated in a cross border situation since the perspective of the Argentinian domestic law country. This study has a practical character that helps to understand the beginning of the functioning the cross border establishing of companies and its taxation through a European company and the establishment in Argentina in a general way. This information though simple, is useful and could facilitate the understanding of lots topics more complicated during the master of the International Taxation and Europe Tax Law.
An example that could give relevance to this study and at the same time has a connection with the subject of the cross border establishment in other countries; it is one question that has did to twelve classmates of the master: Imagine that exist a company (parent) in Sweden, and it wants to open a Branch in the third country (assuming that the countries have a tax treaty) what type of company do you need? (Limited Liability Company, General Partnership, Corporation) Or how will be the process?
The question is relatively basic and simple but interesting because help to understand the dynamics of these cross border situations; however, an answer that resolved the doubt was not obtained, only one of them gave an answer that could help a little solve the doubt.
Also, it is necessary to highlight that essential changes in the Argentine tax system was introduced in the year 2017. A new law (Law 27349) introduced a new form of business vehicle, called in Spanish: Sociedad por Acciones Simplificada S.A.S; the meaning in English: “Simplified Share Companies”. A question mark arises and it is: Is the “Simplified Share Companies” better than other types of companies than Argentinian law has? What advantages or disadvantages has for a foreign company that wants to establish a company in Argentina?
1.2 Purpose
The purpose of the thesis can look since three objectives, the first, a general objective which analyses different business entities that exist in Argentina and show to persons/companies interesting in establishing a business the information necessary to choose the type of company that more advantages offered. The second, that is a specific objective that search identifies if exist fiscal advantages for establishing of business either through incentives for certain industrial sectors or a lower tax burden for transactions between companies or cross border payments, Also, will be mention in general way if Argentina is in line with the objectives that OECDE pursuit; to accomplish with preventing international double taxation and tax avoidance.
The work will be approached from the perspective of foreign investment in Argentina. In other words, a company located in a member state of the European Union that wishes to expand its business in Argentina, therefore we will analyse the main types of companies established in Argentine law. Then we will deal with to connect these structures with the parent company that is established in Europe and thus determine which of the available business vehicles, (Branch or Subsidiary) is the most appropriate to
establish a business; in the event that Argentine legislation provides any difference in the taxation of these entities.
This study is focused on issues of direct taxation of income generated within the limited group of type of business companies that the Argentinian law has, (Limited Liability Company, Corporation and Simplified Share Stock Company) and business vehicles especially Branch and Subsidiary in Argentina from the perspective of the Parent Sweden Company.
And finally, the last objective is to provide practical information on the basic business structure and various concepts related to part of the Master in International Tax Law. (It is true that the study is focused on Argentine legislation, but in essence the basic structure is similar to that of other countries on the globe). This information will allow the future student to refresh their knowledge about the different types of companies and financial vehicles and provide them with a base that could facilitate their learning during the master.
1.3 Delimitations
It is not easy to discard information that defines and regulates the types of societies that are being treated here, the Argentine Law elaborately details its structure, operation and government, but it is not possible to follow that same informative line since it would cover a size much larger than the one allowed for our work.
Argentine law also mentions another vehicle business called "Isolated acts”. The Isolated Acts is a figure that contemplates Law 19550 Section XV "on the company incorporated abroad." It has been subject to great controversies because of its opacity and several attempts at modification that have not come to culminate by the opposition of some politicians and it will no be considered in this studio, currently, a bill for modification is in progress in Congress 1
Neither will be included the strategic processes related to the management styles and local market networks that seek to promote the use of subsidiaries or fiscal optimisation using Branches. 2
The study will not include Mergers or Reorganisations for establishing a business in Argentina; although one or both could be briefly mentioned as supporting information. The joint venture will not be taking in an account.
Expediente 1632-D-2019, Sociedades comerciales - Ley 19550 -. Modificación de la sección
1
XV, sobre sociedades constituidas en el extranjero. Fecha: 09/04/2019
Emerald Publishing Limited. "Subsidiary successes: How multinational companies can boost
2
This thesis will not address with indirect taxes such as value add tax, tax on debits and credits, tax on sales or similar; also capital gains and taxation on comercial real state. Other type of companies that Argentinian law has; will be mentioned.
The information mentioned in this work seeks to describe easily such societies and highlight the information that could directly or indirectly influence in their taxation. For practical reasons, other delimitations will not be mentioned here in the introduction but will be discussed during the study in the respective chapter to which they belong.
1.4 Outline
The analysis of the types of companies that the Argentine Law foresees. And that this thesis delimits to three: Limited Liability Company, Corporation and Simplified Stock Company, is made from the description of its structure and operation but taking into consideration the more relevant information from a fiscal and functional perspective, aiming at the efficiency that could be provided to a foreign investor who seeks to establish his business in Argentina. The source of information is based on Argentinian Law.
The three types of companies mentioned above have similar elements in their structure and operation so that the elements and characteristics that are described in the analysis of the first type of company will not be taken into account in the following type of company, even if they were mentioned. After analysing the types of Argentine companies mentioned, the next step takes us to the analysis of the incorporation of businesses in Argentina from abroad, here the law and the Argentine constitution establish the operational framework for the operation of the Branch and the subsidiary; however, it is also taken into consideration the jurisprudence and doctrine to complement the analysis of these business vehicles.
Moreover, it is analyse relevant legislation in order to determinate if exist fiscal advantages that promote the investment in some sector of the Argentinian economy or its industry. Finally, will be mentioned the measures that Argentina has took for accomplish with BEPS project.
The sources of data are legal, this study into the law and legal concepts and some principles, Laws, Decrees, Statutes and Cases and try to synthesise these legal concepts and interpret guidelines and values.
1.5 Methodology
The use of a method in a researching is complicate issue, since, different authors try to explain their personals vision about of the method, is difficult to find a consensus in regard of specific line that defines it with clarity a method, after of read a few authors, it was possible to take some ideas that they had in common about of the doctrinal approach method. The method mentioned before is not the only method used in the study because, in some parts of this thesis, the comparison is taking in consideration with the objective of highlight differences between the types of companies and its taxation. A small survey was carried out with the objective of introducing variety in the researching and thus diversify the method used in the thesis. As a fundamental part of the process of this study, it began with the search for the information that could be relevant, and then continue with the translation (which has been necessary since the source of information comes from the Argentine legislation whose mother tongue is the Spanish) and interpretation and analysis of texts. The translation has been a step that in principle generated some difficulty; since despite the mastery of the Spanish language, the technical legal language of the legislation of the different Spanish-speaking countries varies considerably. Exist different ways of expressing ideas and objectives with the same language.
Besides, if it is taken into consideration the nature of the rules, will be impossible to ignore the ideas that legislators wanted to express in the law, and most of the laws are a claim of the different needs of a particular group in society. “Many aspects of the law are contingent on context and need to be interpreted and analysed for meaning. Therefore the analytical, legal reasoning aspect of the process is necessary. When a researcher undertakes doctrinal work, the outcome is dependent on the voice and experience of the individual.” . 3
This part of this study focuses on legal principle generated by the courts and the legislature. Arguments are based or standards, and a distinction is made between these standards and the facts of any situation. It differs from other social science research because it involves ‘the search for the particular rather than the general’ and ‘the non-probabilistic nature of statements of law’ . 4
Defining and describing what we do: doctrinal legal research by T Hutchinson and N Duncan.
3
Deakin Law Review, Vol 17, No.1, 2012, pp 83-119
Campbell, above n 7, 20 citing V Aubert, ‘The Structure of Legal Thinking’ in F Castberg
4
2.
Forms of Business Vehicles In Argentina
The Argentine Law of Companies 19550, in chapter II, establishes seven types of companies:
Section I: The General Partnership (Sociedad Colectiva), section II: the Limited Partnership (Sociedad Comandita Simple), section III: the Capital and Industrial Company, section IV: the Limited Liability Company (Sociedad de Responsabilidad Limitada), section V: Corporation (Sociedad Anónima, also Sociedad Anónima Unipersonal), section VI: Public Limited Company (Sociedad Anónima de Participación Estatal) and section VII the Limited Partnership for Shares (Sociedad Comandita de Acciones)
Recently, the Argentine legislation reform made significant changes in the Argentinian Companies Law, introducing a new type of company through of the law that receives the name of “Law of Support for Entrepreneurial Capital” (Law 27349). This new type of company is called Simplified Share Company (Sociedad de Acciones Simplificada), and this is in the title III, Chapter I, Article 33 of the law mentioned above.
2.1 The Main Forms of Business Vehicles In Argentina
For purposes of delimiting the thesis, not all the types of companies that Law 19550 establishes will be included in the analysis. The study will focus only on three types of companies and general description of the structure and essential operation of these three types of companies that were selected from the general law of 19550, and finish with a brief comparison. The companies are: The Limited Liability Company (Sociedad de Responsabilidad Limitada S.R.L), Corporation (Sociedad Anónima S.A) and Simplified Share Company (S.A.S) and finally, will mention two forms of vehicle business most common for the establishment of a foreign company in Argentina; branch and subsidiary. Nonetheless, the other vehicles business may need to be mentioned to complement the information.
The territorial and political administration system in Argentina is federal, giving its territories a certain degree of autonomy, so the information mentioned here will be limited to the territory of the Argentine capital, Buenos Aires.
2.2 The Limited Liability Company
The Limited Liability Company, from now on L.L.C, means in Spanish: Sociedad de Responsabilidad Limitada (S.R.L) to avoid confusion will be used only the English acronym L.L.C.
The most outstanding characteristics of the L.L.C is that the capital must be represented by quotas (instalment), which are non-negotiable easily, making that the consent of the partners is necessary in case of wanting to sell to a third party, the liability of the partners is limited to the capital of the company. It does not need a minimum capital for its creation, but the capital must harmonise with the purpose of the company.
2.2.1 Requirements
For the creation of an L.L.C., the agreement of at least two people and a maximum of fifty persons is necessary . Most Managers must own real 5
dwelling in the Argentine Republic. The agreement must be materialised through a contract called an instrument of constitution. The contract by which a business organisation is constituted or modified will be granted by public or private instrument. If it is by a public document must register in the Public Registry of Commerce of the registered office and the Registry office of each branch where it is established, including the address where they are installed.
Within twenty (20) days of the constitutive act, it shall be submitted to the Public Registry for registration. The deadline to complete the process will be thirty (30) additional days, being extended when it is exceeded by standard compliance with the procedures . 6
The registration requested late or expired the complementary term, is only available if there is no opposition to the interested party.
Limited liability companies must publish for one day in the corresponding legal journal, a notice that must contain : 7
Name, age, marital status, nationality, profession, address, identity card number of the partners; Date of the instrument of incorporation; The company name or company name; Registered office of the company; Corporate purpose;Term of duration; Share capital; Composition of the administrative and supervisory bodies, names of their members and, where
Law 19550, Art 146 5 Ibidem, Art 6 6 Ibidem, Art 10 7
appropriate, duration in the positions; Organisation of legal representation and Closing date of the year.
2.2.2 Limited Liability Company constitution
The instrument of constitution must contain: 8
1) The name, age, marital status, nationality, profession, address and Identification number of the partners;
2) The company name or denomination , and the address of the company. If 9
the contract only includes the address, the address of its headquarters must be registered by a separate request signed by the administrative body. All notifications made at registered headquarters will be considered valid and binding for the company; the omission of name or denomination will make the manager unlimited and jointly responsible for the acts that he celebrates in these conditions.
3) The designation of its object, which must be precise and determined; 4) The stock capital, which must be expressed in Argentine currency, and the mention of the contribution of each partner. The capital is divided into
quotas (membership units); the quotas must be of equal value and grant the right to one vote per quota . When there is a capital increase, and this does 10 not exceed one-fifth of the share capital, it will not be necessary to amend the statute, but it must be registered and published. The partners limit their liability to the membership units they subscribe or acquire. The partners also jointly and unlimitedly guarantee third parties the integration of the contributions . 11
The capital must be fully subscribed in the act of incorporation of the company. Contributions in money must be integrated with twenty-five per cent (25%), at least and completed within two (2) years. Compliance must be demonstrated with the supporting document of the deposit in an official bank and the registration in the Public Registry of Commerce.
Contributions in kind must be fully integrated, and their value will be justified according to valuation by legal expertise.
The quotas are transferable, but the partnership agreement may limit its transferability but not prohibit it. The quotas are not negotiable securities; the sale to a third party requires the consent of the partners.
5) The term of duration, which must be determined;
Law 19550, Arts 10, 11
8
Must contain the indication "limited liability company", its abbreviation or the acronym in
9 Spanish: S.R.L Law 19550, Art 161 10 Ibidem, Arts 146 y 148 11
6) The organisation of the administration, supervision and the meetings of partners; The administration and representation of the company correspond
to one or more managers, partners or not, appointed for a fixed or indeterminate period in the contract of the constitution. Alternates may be chosen for vacancy cases. If the management is plural, the contract may establish the functions that each manager is responsible for in the administration or impose the joint or collegiate administration. In the case of silence, it is understood that it is possible to perform any act of administration interchangeably . 12
7) The rules to distribute the profits and bear the losses. In the case of silence, it will be in proportion to the contributions. If only the form of distribution of profits is foreseen, it will be applied to bear the losses and vice versa.
8) The necessary clauses so that the rights and obligations of the partners between themselves and concerning third parties can be established with precision;
9) The clauses related to the operation, dissolution and liquidation of the company.
10) Closing date of the year (to be taken into account for publication only) Limited liability companies and joint-stock companies must publish for one day in the corresponding legal journal, the instrument of the constitution. It is also necessary to obtain a caution insurance policy in case the policyholder (administrator) does not fulfil the commitment assumed in the contract.
The information related to the meetings of the administrative body, government body, resolutions of the company as well as the management meetings by electronic means that are regulated by complementary regulations of the L.L.C is omitted, but it is still essential. The reason for this omission lies in the extension of the thesis and focus on the scope.
2.3 The Corporation
The corporation that means in Spanish Sociedad Anónima (S.A) is a business structure more complicated than L.L.C since the law requires more conditions for its constitution and much more control; also the costs for its creation are higher. Generally, large companies choose the corporation as their business vehicle, because there is no limit on the number of members (partners) and the capital is divided into shares, giving it the possibility of trading in the stock market. Shares and partners represent the capital are limited responsibility for the integration of the subscribed shares.
Law 19550, Art 158
The shares can be sold or transferred through a fast and straightforward procedure making membership or withdrawal from the corporation also a simple process. However, the statute may limit the transmissibility of the shares , and if it is not provided for in the constituent instrument, any 13
transfer of shares is enforceable against third parties.
2.3.1 Requirements
Is compulsory for the constitution of the Corporation that at least two persons (entities or individuals ) agreed on it.
The corporate name may include the name of one or more persons of visible existence and must contain the expression ‘Sociedad Anónima’ or the acronym S.A.
Unlike the limited liability company, The Corporation requires a minimum capital of one hundred thousand Argentine pesos (100,000) for its constitution and must be fully subscribed at the time of the conclusion of the constitutive contract . 14
The object of the Corporation must be written in a precise and determined manner . Likewise, the Corporation cannot become a member of an L.L.C 15
and has a legal status separate from its owners.
The Corporation is constituted by a single act or by public subscription. If it is constitutes by single act; the instrument of constitution (constitutive contract) will contain the same requirements of the L.L.C that were mentioned above and must additionally specify the nature of the capital, issuance modalities and other characteristics of the shares and the rules for the increase and integration of capital that cannot exceed two years.
Also, there will be included the election of the members of the administrative and supervisory bodies, setting the term in the positions, unlike the L.L.C, the maximum term of directors in the Corporation is of three periods.
All signers of the articles of modifications are considered founders. The administration of the company is in charge of a Board of Directors, which must be composed of at least one Director and one alternate when the company presides over the Statutory Auditor. Regarding the dwelling of the directors; The absolute majority of directors must have a real domicile in Argentina and Shareholder meetings must be held at the headquarters or 16
jurisdiction of the domicile. Likewise, the call to board meetings must be made by the president within five days of receiving the request.
Law 19550, Art 214 13 Ibidem, Art 186 14 Resolution IGJ 8/16 15 Law 19550, Art 256 16
Complementary regulations regulate the holding of meetings by electronic means . 17
The constitutive contract will be submitted to the comptroller's authority to verify compliance with legal and tax requirements. Once the constitution is formed, the file is passed to the Registry Judge, who organises the registry if deemed appropriate . 18
Corporations, in addition to the control of the constitution, are subject to the inspection of the comptroller authority of their domicile, during their operation, dissolution and liquidation, when they make a public offer of their shares or debentures; Have a capital stock of more than fifty million pesos; Have majority State participation; Perform capitalisation, savings or in any way require money or securities to the public with promises of future benefits; Public concessions or services explode; It is a controlling company of or controlled by another subject to control, in accordance with one of the preceding paragraphs and it is Unipersonal Corporations . 19
2.3.2 Corporation constitution by public subscription
If the creation (constitution) is made by public subscription, the promoters will write a foundation program by public or private instrument, which will be submitted for approval by the comptroller authority and if there is no legal impediment it will have a term of fifteen (15) days Skilled for approval. Once the program has been approved, it must be registered in the Public Registry of Commerce within fifteen (15) days. All signers of the program are considered promoters.
The foundation program must contain:
1) Name, age, marital status, nationality, profession, identity document number and address of the promoters;
2) Bases of the statute;
3) Nature of the shares: Amount of scheduled issues, conditions of the subscription contract and payment advances; Each subscriber is entitled to as many votes as shares have subscribed and integrated with the measure set.
4) The promoters must enter into a contract with a bank in order for it to assume the functions granted to it as a representative of the future subscribers. The bank will be responsible for the preparation of the corresponding documentation, the reception of the subscriptions and the cash integration advances, the first of which may not be less than twenty-five per cent (25%) of the nominal value of the subscribed shares.
Law 27078, Ley Argentina Digital
17
Law 19550, Arts 163 to 167
18
Ibidem, Art 299
Contributions in kind will be accurately identified. In cases where an inventory is necessary to determine the contribution, it will be deposited in the bank. It is essential to mention that the promoters respond unlimitedly and jointly for the obligations contracted for the constitution of the company.
5) Advantages or eventual benefits that promoters plan to reserve. The signatures of the grantors must be authenticated by a notary public or another competent official . 20
The subscription term will not exceed three (3) months computed from the beginning of the foundation program.
The subscription contract must be prepared in double copies by the bank and must contain transcribed the program that the subscriber will declare to know and accept, subscribing it and also:
The name, age, marital status, nationality, profession, subscriber's address and identity document number; The number of the subscribed shares; The cash integration advance fulfilled in that act. Proof of program enrollment; The convening of the constituent assembly, which must be made within a period not exceeding two (2) months from the expiration date of the subscription period, and its agenda.
The second copy of the contract with payment receipt made, when applicable, will be delivered to the interested party by the bank.
Finally, Once registered, the company will assume the obligations legitimately contracted by the promoters and will reimburse them for the expenses incurred, if the constituent assembly has approved their management or if the expenses have been necessary for the constitution . 21
2.4 Simplified Share Company
This type of society is one of the innovative contributions brought by the Argentine tax reform; which has as one of the primary support in the law 27349 called Support to Entrepreneurial Capital.
The law 27349, creates the Simplified Share Company, S.S.C (Sociedad por Acciones Simplificada, S.A.S in Spanish) that brings together the advantages of the corporate figures named above, in other words; Take the simplicity and economy of the L.L.C, (S.R.L) the agility and security of the Corporation (S.A) It also adapts to the new needs demanded by computer advances, making its instrumentation and operation more flexible.
Law 19550, Art 170
20
Ibidem, Arts 171 y 172
One of the great novelties is the speed of creation of the SSC, which can be a minimum of twenty-four hours provided the model type of constituent instrument is used.The administration of SCS is similar to the Corporation, but the mandate of the Directors is different since it may be for a fixed or indeterminate period. Meetings of the administrative structure can be called electronically and can be held inside or outside the registered office, by electronic means . 22
2.4.1 Requirements
The Simplified Share Company (S.S.C) could be constituted by one or
several human or legal persons, who limit their responsibility to the
integration of the shares that they subscribe or acquire, but the
partners jointly and unlimitedly guarantee the integration of the
contributions to third parties. The minimum capital for the constitution
of the company may not be less than the amount equivalent to two (2)
times the minimum vital and mobile salary ; the conditions for how
23capital is integrated are the same as in the other companies mentioned
at the beginning of this work, but the capital increase that is less than
fifty per cent (50%) of the registered capital does not require
registration, and it is possible to issue shares with different issue
premiums . As for irrevocable contributions, these can be maintained
24for twenty-four months.
The unipersonal S.S.C cannot constitute or participate in another
unipersonal S.S.C.
As a requirement on the domicile of the administrators of the S.S.C., Law 27349 is more flexible since if the administration is plural, at least one of its members must have real dwelling in the Argentine Republic. In the case of administrators who have dwelling abroad, they must appoint a representative in the Argentine Republic . 25
The S.S.C. may be constituted by public or private instrument. If it is private, the signature of the partners must be certified by the judge, notary, bank or by the competent authority of the respective public registry. Moreover, as a novelty, it can be constituted with a digital signature and must be sent to the corresponding Public Registry in the digital file format for registration . 26 Law 27349, Art 51 22 Ibidem, Art 40 23 Ibidem, Art, 44 24 Ibidem, Art 50 25 Law 27349, Arts 34 y 35 26
2.4.2 Simplified Share Company Constitution
The content of the constitution instrument is similar to that of the business 27
vehicles mentioned above, so only will mention the differences.
In the case of the identification of the partners, the following information is additionally needed: Unique Tax Identification Code or Unique Labor Identification Code or Identification Key of the partners, if applicable. In the case of one or more legal persons, their name or company name, domicile and headquarters, data of the members of the administrative body and the corresponding identification keys or the record established by the tax authority, one of the novelties incorporated in this type of society is the possibility of a constitution with digital media with a digital signature. The instrument must be sent for its registration to the corresponding Public Registry in the digital file format that is duly established . 28
The corporate name must contain the expression "Simplified Joint Stock Company", its abbreviation or the acronym S.A.S. The omission of this mention will hold the administrators or representatives of the company unlimited and jointly and severally liable for the acts celebrated in these conditions.
In the designation of the object, there is a significant difference with the other types of company, since that the purpose of the S.S.C can be diverse and the activities that constitute it may or may not be connected.
The limitations and prohibitions on the transfer or assignment are contemplated for a maximum of up to ten years and may be extended, but no more than ten years counted from the issuance. The extension will only be possible with the favourable vote of the entire share capital . 29
The S.S.C can not carry out capitalisation, savings or other forms that require money or securities to the public with promises of future benefits; neither can they obtain concessions or provide public services.
The SSC may not be controlled, nor participate in more than thirty per cent (30%) of the capital of companies that make a public offer of their shares or debentures.
If the S.S.C makes a public offer of its shares or debentures, or the capital stock exceeds fifty million Argentine pesos, the S.S.C must be transformed
Law 27349, Art 36 27 Ibidem, Art 35 28 Ibidem, Art 48 29
into one of the regular types provided for in the General Companies Law 19,550 and record the transformation in the corresponding Public Registry in the deadline is six months. If after six months the transformation has not been registered, the partners will be liable to third parties in a solidary -unlimited and subsidiary manner . 30
2.5 Interim Conclusion
S.S.C is more flexible and faster since it is possible to register in just twenty-four hours, through the Internet and immediately obtain the Unique Tax Identification Key (CUIT) and start billing.
It does not require much money for its constitution; unlike of the Corporation that need 100,000 pesos argentinos or the L.L.C that does not need a minimum capital for its creation but the Public Registry of Commerce can analyse whether the amount reasonably allows the development of the business purpose. Also, the advice of a lawyer is not necessary for the drafting of the statute, and besides, accounting and internal management are handled by totally digital means . 31
It is possible that the S.S.C has only one shareholder or has not shareholder limit, and shareholders limit their liability to the integration of the subscribed shares but also as L.L.C will respond jointly and unlimitedly for the integration of the contributions of the remaining partners while in the Corporation the responsibility of the partners It is limited exclusively to the integration of the shares they subscribe.
Another aspect to highlight of the S.S.C is the possibility that the firm has of carrying out different types of activities, except for activities related to financial entities, banks or public services.
The capital of the L.L.C. is divided into quotas that must be of equal value and grant the right to one vote per quota, making its transmission more complicated since it must be registered in the Public Registry. While the capital stock of the Corporation and the S.S.C. is divided into shares, being able to issue non-endorsable, ordinary or preferred, writable registered shares, indicating their nominal value and the economic and political rights recognised to each class. The stock of the Corporation and the S.S.C. can be of different kinds and characteristics. The stock of the Corporation may grant the right to one or more votes (up to five); however, the S.S.C. has no limitation . 32
Law 27349, Art 39
30
Ibidem, Art 58
31
Law 19550, Arts 207, 208, 215 and 216
32
Only the SA and the SRL present financial statements before the Public Registry, in the latter case only when their share capital exceeds 50,000,000 Argentinian currency . 33
The Simplified Company by Shares is currently the type of company commonly chosen in Buenos Aires since its creation. According to data from the third National Day of Simplified Shares held by the Ministry of Production and Labor, there are already 11.800 firms created under the S.S.C (S.A.S) format, as of May 2, 2019, in Buenos Aires representing 30% of the companies created . The S.S.C seeks to cover the needs currently 34
demanded by the market-driven by technological advances in information; surely, the S.S.C will be the type of society most used in Argentina.
2.6 The Company Incorporated from Abroad.
After analysing the three types of companies mentioned above, the next step is to describe the type of business vehicle that the law permits for the establishment of a foreign company (in this case Swedish) in Argentina. The most common vehicle business for the establishment of the foreign companies in Argentina are the Branch and Subsidiary.
First will be described the legal framework that regulates the foreign companies in Argentina and the legal nature of their obligations.
As a starting point, it is necessary to mention the Argentine Constitution that supports the rights of foreigners in their territory, granting them a certain degree of equality, facilitating the establishment and the creation of companies. Article 20 of the Argentine National Constitution that says: "Foreigners enjoy within the territory of the Nation all the civil rights of
citizens; they may exercise their industry, trade and profession; own real property, buy and sell it; navigate the rivers and coasts; practice their religion freely; make wills and marry under the laws. They are not obliged to accept citizenship nor to pay extraordinary compulsory taxes. may obtain naturalisation papers residing two uninterrupted years in the Nation; but the authorities may shorten this term in favor of those so requesting it, alleging and proving services rendered to the Republic. " and this principle of equality which justifies in a way, that the work with the types of company that the law provides for the creation of a business in Argentina be initiated”.
Law 19550, Art 299 para 2
33
https://www.produccion.gob.ar/2019/05/02/se-realizo-la-tercera-jornada-nacional-de-34
This article is closely related to article 25 of the constitution, which is a clear promotion of immigration:
“The Federal Government shall foster European immigration; and may not
restrict, limit or burden with any tax whatsoever, the entry into the Argentine territory of foreigners who arrive to till the soil, improve industries, and introducing and teaching arts and sciences”.
So this is how the Law 19550 in harmony with the provisions of the Argentine Constitution in its article 118 states:
“A company incorporated abroad is governed in terms of its existence and
form by the laws of the place of incorporation.
It is enabled to perform isolated acts in the country and be on trial.
For the habitual exercise of acts included in its corporate purpose, to establish a branch, seat or any other kind of permanent representation, you must:
1) Prove the existence of the company under the laws of its country.
2) Establish an address in the Republic, complying with the publication and registration required by this law for companies that are incorporated in the Republic;
3) Justify the decision to create such representation and designate the person in whose charge she will be. If it is a branch, the capital assigned to it will also be determined when appropriate by special laws ”.
The law of the place where the legal entity has fulfilled all the formalities of constitution and registration and in which his legal personality has been recognised will be that determines the nature of the legal entity (paras 1, 2 and 5 of the article 11 of the law 19550), The commercial or civil character of the legal entity, the designation of the object and the share capital likewise, the contribution of the partners (Paras 3 and 4 of article 11 of the law 19550) Your ability to acquire rights and incur obligations, (Paras 6 and 7 of article 11 of the law 19550). The relations between society and third parties; rights and obligations of society towards third parties (paras 8 and 9 of article 11 of the law 19550).
The Argentine civil code, through its section 10(a), provides support in recognising the validity of the forms and solemnities of legal acts performed in another jurisdiction “The forms and solemnities of legal acts, their validity or nullity and the need for publicity, are judged by the laws and uses of the place where the acts have been celebrated, performed or granted.” 35
To establish a company in Argentina, it must be demonstrated before the judge of the Registry that the company has been established in accordance with the laws of their respective country. You will have to register the social contract, the reforms, information of your legal representatives and enabling
Civil Code, Art 2649 “Form of legal acts and their forms and solemnities”
documentation in the Public Registry of Commerce and in the National Registry of Stock Companies, if applicable . 36
The law 19550, determines the recognition of the right of legal personality of companies that have been constituted in accordance with the regulations of a foreign State, granting equal treatment to both national and foreign companies but must comply with all the requirements related to legalisation, authentication and translation (if necessary) of the supporting documentation and you will be required to keep separate accounts in Argentina and submit to the control that corresponds to the type of company and if the company incorporated in another Country has a type of company unknown by Argentine law, nonetheless the Article 118 will apply, and it will be up to the Registration Judge to determine the formalities that must be fulfilled in each case, subject to the strict criteria of the present law. Also the law contain a article that has a a safeguard effect in case foreign companies be opaque, the company incorporated abroad that has its headquarters in Argentina or that has its principal business purpose is met in Argentina will be considered as a local company to comply with the formalities of incorporation or its reform and control of the operation . 37
2.7 The Branch of Foreign Company
The Branch is regulated in article 118, paragraph 2 of law 19550 entitled "habitual exercise” and it is a secondary establishment, which depends administratively on the parent company. The parent company carries out a certain extent of decentralisation, of a permanent nature, giving the branch relative autonomy. The branch does not constitute a different legal entity of the parent company. Therefore, the branch does not have its own assets. It is the parent company that usually performs acts included in its purpose, intended to collaborate in the exploitation carried out by the secondary establishment and whose existence does not affect in any way the patrimonial unit of the company.
The parent company is the owner of all the assets and, consequently, the creditors of the branch may pursue the collection of their credits against the assets of the entire company, even if it corresponds to the main establishment or another branch.The branch is an extension, a limb of the parent company with a moderate autonomy of administration, but legally
Law 19550, Arts 123 (Subsidiary)
36
Ibidem, Arts 119, 120 and 124
and economically dependent on the main headquarters, therefore; If the parent company goes bankrupt, all its branches will also be broken . 38
The disadvantage of the Branch is that despite the decentralisation granted by the parent company to the branch office, it has limited legal autonomy to conduct business, and it is also the parent company that responds to the obligations directly regardless of the distance that separates them.
The advantages of the Branch is that being a parent-dependent company it does not require minimum capital leverage, except for the sectors of special regulation, it is also important to mention that it only requires a duly registered legal representative in Argentina.
The Branch is obliged to keep the accounts of its foreign parent company separately and submit to the controller that corresponds to the type of company 39
2.8 The Subsidiary of Foreign Company
A subsidiary is a form of financial participation of one company in another in which the Subsidiary does not legally depend on the parent company; therefore, the Subsidiary has its own establishments and legal personality differentiated from the parent company.
From the above mentioned it is possible to see the Subsidiary is a differentiated centre of the ascription of rights and obligations, endowed with its assets, governed by its statutes and by its own governing and administrative bodies.
An essential aspect of the Subsidiary that helps differentiate it from the Branch is related to the protection of national creditors since both have a different patrimonial responsibility. The Subsidiary will respond to third parties with the assets and effects that make up its patrimony, without extending (under certain conditions) the liability for the debts contracted to its partners or shareholders instead the Branch, as an expression of the decentralisation of the company's the parent company cannot affect the creditor, whose rights are not restricted to be made effective only on goods placed in national territory. The parent company will not respond for the obligations incurred by its Argentine subsidiary. 40
Legal ruling No 1632/03 (Coca Cola Femsa Co, Buenos Aires) [2003] Inspección General de
38
Justicia, 15 de diciembre de 2003, para 10, page 6 Law 19550, Art 120
39
Legal ruling No 1632/03 (Coca Cola Femsa Co, Buenos Aires) [2003] Inspección General de
40
The nature of the company, in this case, is different since if you want to establish a Subsidiary in Argentina you will have to do, using some of the types of company that the Argentina law provides; that is, any of the three company types that were previously described in this work (L.L.C, Corporation or S.S.C). The type of company that is chosen must harmonise with the business project (object) to be developed, the advantages offered by each of the companies described and the tax benefits that Argentina provides for certain types of industry.
2.9 Interim conclusion
It is possible to deduce that almost all the legal systems of the countries that have signed agreements to avoid double taxation and fiscal evasion in line with the parameters of the OECDE have their systems adequate to recognise types of companies established abroad under the rules of their respective countries, or do they have in their legislation type of companies that can be compatible with the laws of their contractors. Since, if that were not the case, it would hinder the establishment of companies outside their own territory and hinder the prosecution of tax evasion.
In attention of the requirements demanded by the Argentine law, it is possible to deduce that the constitution of a Branch of a foreign company in Argentina will be done through the recognition of the corporate type used by the law of the country where the parent company is established . In 41
other words, The Argentina legislation accept the type of the company through which the Swedish company opened its business in Sweden, However, this acceptance is conditioned by the requirements of Argentine law in restricting all situations that seeks tax evasion and avoidance as stated in article 24 mentioned above.
Concerning branch and subsidiary taxation, the profits earned by the subsidiary are distributed as dividends and withholding tax is normally imposed when dividends are paid; with relief given for the dividend withholding tax suffered. In respect of branches, are probably taxed at the point of branch profit remittances. Branch profits are taxed in the hands of the head office with relief given for the foreign tax suffered.
These two common ways through which companies invest abroad; are usually taxed in the same way, but the repatriation of income earned through subsidiaries and branches are treated differently in the hands of the investing companies. In some countries, dividends are not subject to further
Argentinian constitution, Art 118
tax, or are substantially exempt from further tax under a tax treaty or participation exemption regime . 42
In the next chapter, these concepts will be expanded a little more and will be analyse if Argentine law provides for some difference between taxation of the branch or subsidiary and also if there is any difference in the taxation of the repatriation of income earned.
3.
The Taxation
3.1 Argentinian Income Tax Law
The Argentine law defines the concept of income of a general manner as the benefits, yields or enrichment susceptible to a periodicity that implies the permanence of the source that produces them and their authorisations, also the results from the alienation of amortizable movable goods, whatever Be the subject that obtains them . Argentina follow the source principle; The 43
Residents persons in Argentina pay taxes on their world income. The Non resident person only will be taxed on benefits that has originated in Argentina in general, through the withholding procedure with a single and definitive payment, the articles 11 to 15 of the Decree 649/97 define and determinate the income that has its origin in Argentina. The fiscal year begins on January 1 and ends on December 31.All profits, gains obtained by individuals, companies and any other body of persons, the Argentine law classifies as follows:
a. Individuals consider residents in Argentina.
The source of income in this category come benefits, rents and capital gains that have originated from the sale of shares, interest, dividends, royalties, digital currencies, titles, bonds and other values, likewise the transfer of rights on real state business.
b. Companies including permanent establishments, corporations and sole proprietorships. Business Income and income that may or may not be
subject to periodicity or permanence of the source. 44
3.2 Exemptions
The tax agency, the religious entities, public benefits entities, copyrights up to a certain amount, and the remunerations received in the performance of
Sing Yuan Yong. “Tax Optimization Using Branches.” Journals IBFD (August 2012): 424
42
Decree 649/97, Article 1 to 4
43
Law 27.430, Articles 1 to 5
their duties by diplomats, consular agents and other official representatives of foreign countries in Argentina, etc. are entitled to tax exemptions. 45
3.3 The tax payer
For tax purposes in the case of Individuals who live more than SIX (6) months in the country during the fiscal year are considered residents of the Argentina and Article 16 of Decree 649/97 defines the permanent establishment in the same way as the tax convention of OECD model between Argentina and Sweden in its article 5(1)(2).
Concerning the information provided above, it is possible to distinguish three types of taxpayers:
-
Individuals who are residents in Argentina.-
Companies incorporated in Argentina and permanent establishments located in Argentina and-
Beneficiaries from abroad: Individuals, companies in general and sole proprietorships.For reasons of delimitation the section of Individuals who are residents in Argentina, will not be taken into account, and “beneficiaries from abroad” will only be briefly mentioned.
3.3.1 Companies incorporated in Argentina and permanent establishments located in Argentina.
3.3.1.1 Taxable base
The taxable base is established from the gross profit minus the necessary expenses, but without taking into account, the dividends received from the distributions made by companies resident in Argentina subject to the tax. 46
3.3.1.2 Scope
a) Corporation, Sole Shareholder Company, Limited Liability Companies and Limited Partnerships and by Simplified Shares Companies, Trusts and Mutual Funds constituted in Argentina.
Decree 649/97, Arts 20 and 21
45
Ibidem, Arts 17 and 46
b) Permanent establishments located in the country belonging to associations, corporations and companies established abroad or to individuals or undivided legacies resident abroad.
3.4 Tax Rates
Article 69(a)(b) of Decree 649/97 establishes the fees that levy on companies in Argentina. The decree makes a description of several business vehicles, and I will mention only a few of them. Those companies fall under the scope of the thesis because they are the most suitable from the perspective of a foreign company to create a Company (Subsidiary or similar) in Argentina.
a) The Companies for their net taxable profits are subject to 25% tax fee are: Corporation (Sociedad Anónima) Sole Shareholder Company (Sociedad Anónima Unipersonal), Simplified Share Companies (Sociedad por Acciones Simplificada) and Limited Liability Company (Sociedad de Responsabilidad Limitada)
b) The companies derived from Permanent establishments described in article 16(1) of this same decree are subject on their net taxable profits to a levy to 25%. Additionally, those resident companies and Argentina Subsidiaries or Branches of foreign companies must pay withholding tax on dividends and Branch profits remittances at rate of 13% when repatriating the profits to their head office. Nevertheless, those rates 47
could be lessened for the tax treaty on double taxation and tax avoidance that Argentina have signed.
c) The withholding tax paid by a local company to a non-resident on interest are subject to tax rate of 35% . It it possible to reduce to 15.05% of withholding tax rate if: (1) the borrower is a local financial institution contemplated by Law 21.526; (2) the lender is a bank or a financial institution not located in a low-tax jurisdiction; and (3) the transaction include the seller’s financing of depreciable movable property (except cars) . It is interesting to mention information about 48
of the limit to the deductibility of interests on Income Tax . The Law 49
27.430 introduced changes on the thin capitalisation rules, although
Decree 649/97, Art 69.(b) Paras 1° y 2°
47
Decree 649/97, Art 92 y 93(c)
48
BEPS action 4, Argentina have taken steps to limit interest deductibility.
many aspects still need to be addressed by regulations. "Interest on financial debts —excluding, consequently, debts generated by acquisitions of goods, locations and services rendered related to the business activity— contracted with subjects, resident or not in Argentina, linked in the terms of the article incorporated after article 15 of this law, will be deductible from the tax balance to which its imputation corresponds, and such deduction cannot exceed the annual amount established in this regard by the national Executive Power or the equivalent of thirty percent (30%) of the net profit for the year that results before deducting both the interest referred to in this paragraph and the amortisations provided for in this law, whichever is greater” . 50
d) Regarding royalty payments (paid by a local company to a non-resident): When Royalties are paid, these are subject to a withholding tax that will vary between 12.25% and 35%. For instance: Royalties for copyright are subject to an effective 12.25% rate. Payments for technology transfer in engineering or consulting under certain circumstances are subject to an effective 21% rate. Payments for licenses to exploit invention patents are subject to an effective 31.5% rate . In some cases, for reduce the rate, the local company must fulfil 51
registration requirements of the agreements where the royalties are 52
agreed.
e) La ley Argentina imposes withholding tax on indirect disposal of assets located in the national territory. And it does so by establishing a presumption: Fifty per cent (50%) of the price paid by transfers shares, quotas and other rights representative of the capital of an entity incorporated, domiciled or located abroad constitutes net profit from Argentine sources as long as the following conditions are met:
(1) value of the shares or rights of the non-resident entity at the time of the sale or within the previous 12 months must be derived from the assets that the entity owns directly or indirectly in Argentina and it must be at least 30%. Argentine assets will be valued at their fair market value and will include: (i) shares, rights, quotas, control or participation in the profits of a company, fund or other entity incorporated in Argentina; (ii) permanent establishments in Argentina belonging to a non-resident person or entity; (iii) other assets of any nature located in Argentina, or rights over them.
Law 27.430, Art 50
50
Decree 649/97, Art 93
51
National Directorate of Copyright and Article 20 of this decree.
(2) The shares, participations or rights of the foreign entity being sold represent at least 10% of the equity of that entity, at the time of their disposal or in any of the previous 12 months.
However, the tax does not apply if the transfer takes place within the same economic group . 53
f) Rental payments are subject to an effective income tax withholding of 21% (Decree 649/97, Art 93(f)).
g) Assets located in Argentina belonging to subjects located abroad. The companies are subject to Personal Assets Tax (wealth tax) whose tax rate is 0.25% on the company’s net worth, or market value if the company is listed. It applies to shares and other participations in local companies and is paid by the local company itself . 54
3.4.1 Specials Rate
The income derived from gambling (roulette, blackjack, poker and any other authorised game) and the making of bets through electronic gaming machines and automated bets (of immediate resolution or not) and, or, through digital platforms will be taxed at 41.50%. This rate is applicable for both individuals and legal persons. 55
If the companies mentioned above in literals (a) and (b) pay dividends or distribute profits (in cash or corporate contributions) that exceed the profits determined by the general rule of this law, they must retain as a single and definitive payment the 35% on the surplus referred.
The mentioned profits should be accumulated at the close of the fiscal year immediately before the date of said payment or distribution. 56
3.4.2 Beneficiaries from abroad
“The foreign source profits are those included in article 2, which come from goods located, placed or economically used abroad, from the performance abroad of any act or activity likely to produce a benefit or events that occurred outside the
Law 27.430, Art 7 and 8
53
Decree 127/96, Arts 24, 25 y 26
54
Decree 649/97, Art 69.(b) Para 3°
55
Decree 649/97, Art 69.1
national territory, except those expressly defined as from Argentina and those originated by the sale abroad of goods permanently exported from the country to be alienated abroad, which constitute profits from the last mentioned source”.
Company Tax: The companies and the branches of foreign companies that
are considered resident in Argentina, therefore they are subject to income tax on their worldwide income.
In order to avoid international double taxation, the taxpayers have right to obtain a tax credit for analogous taxes paid abroad on income from a foreign source, up to the amount of the increase in the tax obligation originated by the inclusion of same. Any surplus does not compensate in a fiscal year may be carried forward to the next five fiscal years . 57
The Double Tax Treaty signed between Argentina and Sweden establishes under certain conditions a reduction of rates that mentioned in the literals b), c) and d) (3.4 Tax Rates). So following this order, the dividends can also be taxed in the contracting state in which the company that pays the dividends resides and according to the legislation of this State, but if the the recipient of the dividends is the beneficial owner, the tax demanded may not exceed 10% of the gross amount of the dividends, if the beneficial owner is a company that directly owns or less than 25% of the capital of the company that pays said dividends; 15% of the gross amount of dividends in all other cases . 58
In regard of the Interest; the tax rate is 12.5%, but the interests originated in Argentina will be exempt from the Argentine tax if: (i) the recipient is the State of Sweden or a political subdivision or a local authority, or the debtor is the Argentine Government, a political subdivision or a local authority thereof; (ii) the recipient is the Bank of Sweden; (iii) the recipient is the Swedecorp or the Swedish International Fund or any other similar institution according to what the competent authorities of the Contracting States may agree, in due course . 59
The DTT also establishes fiscal relief on Royalties as follows: 3% of the gross amount paid for the use or grant of use of information (news); 5% of the gross amount paid for the use or grant of use of a copyright in a literary, dramatic, musical or artistic work (royalties are not included concerning motion pictures, works on films or tape or other bands reproduction media in relation to television broadcasts); 10% of the gross amount paid for the use, or the grant of use, of a patent, trademark, design or model, blueprint, formula or secret procedure, or for the use, or the grant of use, of an
Decree 649/97, Art 178
57
DTT Argentina and Suecia, Art 10
58
Ibidem, Art 11
industrial, scientific team or for information related to industrial, commercial or scientific experience, and include payments for the provision of technical assistance, and 15% of the gross amount of the royalties in all other cases . 60
3.5 Fiscal Incentives
The tax incentives that the Republic of Argentina grant are destined to stimulate the creation, strengthening or development of various types of industry and some of these tax incentives cover indirect and direct taxes. Notwithstanding; the Knowledge Economy Promotion Regime (KEPR) has been taken as a reference; since it covers a wide variety of products and services focused on technology and knowledge and grants various types of tax incentives.
The main industrial sectors or territories to which fiscal incentives are granted are regulated through the following laws: Knowledge Economy Promotion Regime (KEPR), Special regime of the province of Tierra del Fuego, Antarctica and Islands of the south Atlantic (SR-TFAIS) , Province 61
Incentives on Local Taxes (PILT) , Free trade zones (FTZ) , Export 62 63
Promotion Law (EPL) , Energy Renewable Sources Regime (ERSR) , 64 65
Development and production of biotechnology Regime (DPBR) , 66
Investment on Cultivated Forests Regime (ICFR) , and Mining activity 67
Regime (MAR) 68
The Argentine government mainly seeks, through the concession of tax benefits, to support businesses that develop software products and services, audiovisual production, biotechnology, electronic and communications services, nanotechnology, the aerospace and satellite industry, nuclear engineering, artificial intelligence, industrial Internet and robotics . 69
Law 27506 creates the Knowledge Economy Promotion Regime (KEPR); whose purpose is the production of goods and services and the
DTT Argentina and Suecia, Art 12
60
Law 19.640
61
For instance: Ley N 7.237 and Ley 19.640
62
Law 24.331
63
Law 23.101
64
Law 26.190, Law 27.191 and Decree 531/2016
65 Law 26.270 66 Law 25.080 67 Law 24.196 68 Law 27.506, Art 1 69
