Population
Argentina is the eighth most populated country in Latin America. According to the latest report from the National Institute of Statistics and Census ("INDEC"), by the end of 2023, Argentina had an estimated population of 46,000,000. The overall population density is about 16 persons per square kilometer.

Location
Argentina is in the southern part of South America, bordered by Chile to the west, Bolivia and Paraguay to the north, Brazil and Uruguay to the northeast, and the Atlantic Ocean to the east. With an extension of 2,780,400 square kilometers (1,073,500 sq. mi), Argentina is the second-largest country in South America and the eighth-largest in the world.

Climate and Ecosystems
Argentina's diverse climate ranges from subtropical in the north to subpolar in the south. The country has four distinct seasons: summer, fall, winter, and spring. Argentina is known for its vast and varied ecosystems, from the Pampas grasslands and the Patagonian steppes to the Andean mountains and the rich biodiversity of the Iguazu Falls region.

Infrastructure
The Argentine Government has been investing in infrastructure to boost economic growth. Major projects include the renovation of interprovincial highways, expansion of railway networks, and modernization of ports and airports. The government is also working on enhancing the connectivity and efficiency of its energy infrastructure to support sustainable development.

Ports and Waterways
Argentina has a robust port system, with significant ports in Buenos Aires (including Puerto Nuevo, Dock Sur, and Puerto Sur), Rosario, Bahía Blanca, Mar del Plata, and others. The Parana River is a crucial waterway for transporting agricultural and industrial goods, linking inland production areas to international markets.

Airport
Argentina is served by 39 airports, 19 of which are international. Major hubs include Buenos Aires (Ezeiza and Aeroparque), Cordoba, Mendoza, Bariloche, Salta, and Iguazu. The Ministro Pistarini International Airport (Ezeiza) in Buenos Aires is the largest and most significant of them, handling the majority of international flights.

Water and Sanitation
The Argentine Government has prioritized improving access to clean water and sanitation services. Initiatives are in place to expand and modernize water treatment facilities and sewage systems, particularly in underserved rural and urban areas.

Electricity
Argentina's installed electricity capacity is approximately 44,000 MW. The country's energy matrix is diverse, with a mix of hydroelectric, thermal, nuclear, and renewable energy sources. The government is focusing on increasing the share of renewable energy, particularly wind and solar power, in its energy portfolio.

Tourism
The Secretariat of Tourism reported that approximately 7.3 million foreign tourists visited the country in 2023, with the majority coming from neighboring countries and Europe. Major attractions include Buenos Aires, Patagonia, the Iguazu Falls, and the wine regions of Mendoza. The tourism sector is a significant contributor to the national economy, providing numerous opportunities for investment.

Principal Types of Business Entities
Corporate law in Argentina allows foreign companies to conduct business by establishing a branch of a foreign company, by incorporating a local corporate entity (subsidiary), or by acquiring equity participation in an existing Argentine company.

Foreign companies acting as shareholders of local companies must register before a local public registry. Registry requirements vary substantially from jurisdiction to jurisdiction.

The main types of legal entities under Argentinian law are:

• Branch of a Foreign Entity
  Any company duly organized and existing in accordance with the laws of its country of origin can set up a branch in Argentina. Branches must prove the existence of their head offices abroad register the articles of association or bylaws before the corresponding public registry, and appoint and register a legal representative.
  
  In principle, it is not necessary to allocate capital to a branch. However, branches must keep separate accounting records in Argentina, file annual financial statements, and comply with several obligations related to the external supervision of the corresponding public registry, such as maintaining positive net equity.
  
  
• Corporation (Sociedad Anónima or "SA")
  There must be at least two shareholders, either–legal entities or individuals, –to set up an SA. The minimum capital required is ARS 30,000,000.
  
  The SA is managed by a Board of Directors, elected at a shareholders’ meeting. A shareholders’ meeting must be held at least once a year to consider the annual financial statements and the allocation of the results of the fiscal year. In certain cases–i.e., when the capital exceeds ARS 2,000,000,000, when the company provides public services or concessions, or when the entity is a SAU, among others–in addition to the external supervision of the corresponding public registry, the SA must also be internally supervised by controllers or supervisors (síndicos, comisión fiscalizadora) appointed by the shareholders.
  
  Shareholders who have fully paid up their subscribed shares are generally not liable for the company's obligations beyond their capital contributions, except otherwise provided by law (e.g., in cases of fraud).
  
  Single-Shareholder Corporations (Sociedades Anónimas Unipersonales or "SAU")
  Since SAUs are a type of SA, they have the same incorporation requirements as an SA, with some additional requirements: SAUs’ share capital must be fully subscribed and paid up upon incorporation and they cannot be shareholders in another SAU.
  
  
• Simplified Corporations (Sociedades por Acciones Simplificadas or "SAS")
  SAS is a newer and simplified version of a regular corporation. To set up a SAS, at least one shareholder is required, and the initial corporate capital cannot be less than two times the minimum salary, currently ARS 234,315. The set-up of a SAS is much quicker and easier than that of the other types of corporations (SA and SAU).
  
  SAS is managed by a Board of Directors–of one or more persons–elected at a shareholders’ meeting. A statutory supervisor (síndico) must be appointed before the corresponding public registry when the SAS’ capital exceeds ARS 2,000,000,000.
  
  Shareholders are generally not liable for the company's obligations beyond their capital contributions. SAS is generally aimed at types of investments that require very flexible structures and a different regime of shareholders’ rights.
  
  
• Limited Liability Company (Sociedad de Responsabilidad Limitada or "SRL")
  These companies require a minimum of two and a maximum of 50 partners, who can be individuals or corporations. There is no minimum capital required. The partners may appoint one or more managers, who represent the company–either individually or jointly–as determined in the bylaws.
  
  A statutory supervisor (síndico) must be appointed, and financial statements must be filed before the relevant public registry when the company’s capital exceeds ARS 2,000,000,000.
  
  SRLs may have the benefit of being a pass-through entity to some foreign jurisdictions.
  
  
• Other Forms of Investment Entities
  
  
  • Joint Ventures
    The joint venture vehicle most used in Argentina is the Unión Transitoria ("UT").
    
    A non-resident corporation may be a member of an Argentine UT if it complies with the same kind of registration proceedings before the relevant public registry as those applicable to a branch of a foreign company. UTs are generally not treated as independent legal entities, although they are considered as such for certain purposes, including labor law, social security contributions, and value-added and turnover taxes.
    
    
  • Trusts
    Under Argentine law, assets held in a trust comprise a separate estate from the estates of the receiver, settlor, beneficiary, and residual beneficiary. This means they will not be affected by any individual or joint actions brought by the receiver’s or settlor's creditors, except in the case of fraud by the settlor.
    
    Trusts must be registered before the corresponding public registry. Trusts that hold shares and/or units of companies registered before the public registry of the City of Buenos Aires ("IGJ") must file for registration before the IGJ. The same applies to trusts where at least one of the appointed receivers has an actual or special domicile in the jurisdiction of the City of Buenos Aires, and/or to those with assets located in the City of Buenos Aires. The person responsible for the filing is the trustee (fiduciario).

Since Argentina is a federal country, taxes are levied at three levels of government: federal, provincial, and municipal. The Argentine Tax Authority collects federal taxes. Provincial taxes and municipal taxes are collected by the tax revenue agencies corresponding to each of the provincial or municipal jurisdictions involved.

Relevant Taxes at the Federal Level

• Income Tax
  • Argentine legal entities, such as companies incorporated in Argentina or Argentine branches of foreign entities, as well as individuals with residence in Argentina, are subject to income tax on their global income. Income tax is payable on the net income derived in a given fiscal year. As a rule, for Argentine legal entities, all income is considered taxable and allocated to the fiscal year in which it accrues. Losses incurred during any fiscal year may be carried forward and offset against taxable income obtained during the following five fiscal years. The applicable tax rate for Argentine legal entities, at the corporate level ranges from 25 to 35%, depending on the net gain of each given year. Individuals are subject to income tax at a sliding scale ranging from 5% to 35%, except in the case of dividend payments and certain capital gains (see below).
  • Conversely, non-Argentine residents (Foreign Beneficiaries) are only subject to income tax over their Argentine-sourced income through a withholding the Argentine payer is responsible for. To determine the effective withholding rate, a 35% rate is applied to a presumed net income provided by the law that varies depending on the type of income, except in the case of dividends payments and certain capital gains (see below).
  • Dividends and profits distributed by Argentine entities to its shareholders or owners, whether individuals with residence in Argentina or Foreign Beneficiaries, are subject to a 7% tax. In all cases, the tax is withheld by the Argentine entity distributing the dividend or profits.
  • Net income derived from the sale, exchange, or other disposition of shares or other equity participations in an Argentine company obtained by individuals with residence in Argentina is subject to income tax at a 15% rate, while Argentine entities are subject to the regular corporate income tax rate. In the case of Foreign Beneficiaries obtaining this kind of income, the tax rate varies depending on whether they have residence in a jurisdiction deemed as “non-cooperative” for tax purposes (“non-cooperative jurisdictions” are those that do not comply with the international standards of transparency and information exchange on tax matters to which Argentina has committed, listed in the Regulatory Decree of the Argentine Income Tax Law) or not, or when funds used to acquire the securities have origin in a non-cooperative jurisdiction. If the Foreign Beneficiary is a resident of a jurisdiction excluded for being “non-cooperative” (and the funds do not have origin there), the tax rate is 15% on the net gain or 13.5% on the gross amount of the transaction, whatever the beneficiary chooses. If the Foreign Beneficiary has a residence in a jurisdiction deemed as “non-cooperative” (and/or the funds have origin there), the tax rate is 31.5% on the gross amount of the transaction.
• Personal Assets Tax
  • Individuals with residence in Argentina and undivided estates located in Argentina are subject to this tax on the global assets they hold by December 31 of each year, at a tax rate ranging from 0.50% to 1.50%. A recent amendment introduced to this law established a progressive reduction of the tax rate to 0.25% in all cases as of 2027. The new law also created a special regime with reduced rates under which taxpayers can opt to make an advanced lump sum payment for years 2023 through 2027.
  • Individuals who do not have a residence in Argentina and undivided estates not located in Argentina are only levied this tax on the value of their assets held in Argentina at a fixed rate of 0.50%.
  • Shares and other equity participations and securities are deemed to be located in Argentina when issued by an entity domiciled in Argentina. The tax on shares and other equity participations in Argentine entities must be paid by the local entity itself. The entity may seek reimbursement from its shareholders or owners. The applicable rate is 0.50% of the entity’s net worth.
• Value-Added Tax ("VAT")
  VAT is levied on the sale of tangible movable goods, the provision of services within Argentina, and the import of tangible movable goods. Services rendered outside Argentina that are effectively used or exploited in the country (import of services) are deemed rendered in Argentina and thus subject to VAT to the extent that the recipient of the service is a VAT-registered taxpayer. If so, the local recipient must pay the tax and will in the subsequent month have a VAT credit to offset VAT liabilities. In addition, digital services rendered abroad to an Argentine recipient are taxed regardless of the tax status of the recipient of the services. The VAT rate is generally 21% of the total value of the transaction. However, sales and imports of capital goods are subject to VAT at a lower tax rate of 10.5%.
  
  Exports of goods and exports of services (services rendered in Argentina, which are effectively used or exploited abroad) are not subject to VAT.
• Tax on Credits and Debits in Bank Accounts
  This tax is levied on debits and credits from and to Argentine checking bank accounts and on other transactions that, due to their special nature and characteristics, are similar or could be used in substitution of a bank account, such as payments on behalf of or in the name of third parties. Transfers and deliveries of funds (even in cash) also fall within the scope of this tax, when those transactions are made through organized payment systems as a substitute for bank accounts. The general rate of the tax is 0.6% on each credit and debit in bank accounts. An increased rate of 1.2% applies in cases in which there has been a substitution for the use of a bank account. In both cases, 33% of the tax so paid can be computed as a credit against Income Tax. Tax laws and regulations include several exemptions and rate reductions to this tax.
• Tax for an Inclusive and Solidary Argentina ("PAIS Tax")
  The PAIS Tax is an emergency tax established in the year 2019, which—in principle—applies for five years (ending on December 31, 2024). It aims at protecting Argentina’s USD reserves. Hence, payments that require access to the Argentine Foreign Exchange Market ("FX market") are subject to this tax. Although the original scope of the tax was restricted to certain transactions made by Argentine residents to acquire foreign currency for saving or traveling, or for paying goods and services abroad, over time the scope was expanded to other taxable events, such as accessing the FX market for payments of imports in general or payment of dividends abroad. The tax rate varies depending on the underlying transaction that requires access to the FX market, ranging from 8% to 30%.

Relevant Taxes at the Provincial Level

• Turnover Tax
  Turnover tax is a local tax levied on gross income (revenue) resulting from business activities carried out within any of the 23 provinces and the City of Buenos Aires. Each of the provinces and the City of Buenos Aires apply different tax rates to different activities and provide different tax exemptions. To avoid double or multiple taxation on activities carried out in more than one jurisdiction, all 23 provinces and the City of Buenos Aires have entered into a Multilateral Agreement pursuant to which taxpayers allocate turnover tax base (revenue) between the different jurisdictions by applying a coefficient based on revenue obtained and expenses incurred in each jurisdiction. Once the revenue is allocated among the relevant jurisdictions, each of them applies the tax treatment and tax rates provided in their local regulations.
• Stamp Tax
  Stamp tax is collected by the Argentine provinces and the City of Buenos Aires. It applies to the formal execution of public and private instruments that have a monetary interest and are executed in Argentina or, if executed abroad, are deemed to have effects in one or more relevant jurisdictions in Argentina. The rate depends on the province, but is generally 1%, although the rate applicable to real estate transactions is, in general, higher.
• Relevant Taxes at the Municipal Level
  Municipalities are entitled to collect certain taxes referred to as “tasas,” which must be always related to the provision of a certain individualized service to the taxpayer. The Safety and Hygiene Inspection Tax is the main municipal tax, levied for the control of safety, sanitary, and hygienic conditions of establishments, stores, offices, etc. where taxpayers carry out economic activities (industrial, commercial, and provision of services).

General Provisions
The Argentine Constitution contains the overriding principles governing labor relationships, freedom of employment, the right to work in a dignified and equal manner, to earn appropriate wages that cannot fall below a minimum declared by law, to be entitled to paid breaks and vacations and to equal remuneration for equal work.

The Argentine Labor Contract Law No. 20,744 (hereinafter, “LCL”) rules the majority of the labor relationships. However, other employees such as those in the public sector, domestic service, construction workers and/or rural workers, have their own specific framework.

The main issues covered by the LCL include, among others, remuneration, annual vacations and special leaves of absence, holidays and non-working days, daily and weekly working and resting hours, telework regime, special provisions for women and children and termination or transfer of a labor contract.

Collective Bargaining Agreements or “CBAs” tailor the general provisions of the LCL to particular situations such as a specific industry sector or employer. These agreements are negotiated between the relevant union representatives on the one hand and either the management of different industry sectors or a specific company on the other.
 
Withholdings and Contributions
Employers and employees are required to make social security contributions to the Federal Administration of Public Income for family allowances, medical services, pensions, and unemployment benefits. Withholdings are normally paid by an employee but are retained from his remuneration by an employer. In addition, employers are required to directly pay contributions, which are calculated by reference to an employee´s salary.

New Regulations
The new government in Argentina enacted Law No. 27,742, which seeks to open its economy and attract private investment, local and foreign, as of 9 July 2024. Although further regulation is required, the new law includes the possibility to regularize labor relationships existing at the time of its enactment (within 90 days of the effectiveness), including unregistered or wrongfully registered labor relationships, and debts disputed in administrative or judicial proceedings.

In addition, the new law provides the following modifications to the LCL, among others:

• Non-regulation by LCL of contracts for works, services, agencies and all others regulated by the Argentine National Civil and Commerce Code.
• Modification of the term of the trial period to 6 months with the possibility to extend such period by CBA.
• Inclusion of active participation in blockades or seizures of the establishment as a serious labor offense, and therefore as an objective cause for termination of the employment contract.
• Possibility to replace through a CBA the severance compensation rules of the LCL for dismissals without just cause (which remain in force) with a cessation fund or system.
• Law 27,742 also repeals the fines for lack or wrongful registration of the labor relationship as well as the presumption of the existence of reckless and malicious conduct of the employer in case of failure to pay severance indemnities on time and without a justified cause, both of which were established by previous legislation.

Historically, inflows and outflows of funds to and from Argentina are subject to several restrictions and requirements, as provided by the applicable foreign exchange regulations, while there are also times with little or minimal exchange controls. Currently, there are several restrictions in place, although the current administration (that took office in December 2023) has been attempting to lift and eventually eliminate these restrictions.

In this regard, among other measures, the Argentine Executive Branch vested the Argentine Central Bank with the power to regulate the cases in which access to the foreign exchange market for the acquisition of foreign currency and its transfer abroad will require its prior approval.

In general terms, the purchase and sale of foreign currency and its transfer to and from Argentina must be made through the foreign exchange market and is subject to compliance with certain requirements established by the regulations periodically issued by the Argentine Central Bank. Foreign exchange transactions are carried out at the exchange rate determined by the relevant counterparties (the so-called “official exchange rate”). The request to access the foreign exchange market is made through local financial institutions.

Below is a brief summary of the main rules and regulations of the foreign exchange regime in force as of July 2024:

• Inflow of Funds
  • Export of Goods
    As a general rule, collections for the export of goods must be transferred and sold for ARS in the foreign exchange market within a maximum term of 15-365 calendar days, depending on the goods exported and the relation with the importer, and cannot be sold later than five business days as of the date of collection. The days should be counted as the date of shipment of the export destination granted by Argentine Customs
  • Export of Services
    As a general rule, proceeds thereof must be transferred and sold for ARS in the foreign exchange market within a term of no longer than five business days as of the date of collection locally or abroad, or their clearance in foreign accounts.
    
    80% of the collection for the export of services and certain goods included in the Common Nomenclature of the MERCOSUR ("NCM"), must be transferred and sold for ARS in the foreign exchange market at the official exchange rate. For the remaining 20%, the exporter may carry out purchase and sale transactions of securities acquired with settlement in foreign currency and sold with settlement in local currency (commonly referred to as “blue-chip swap transactions”) to obtain a higher foreign exchange rate than the official one.
  • Capital Contributions
    Funds from a capital contribution by a foreign shareholder may be transferred to a bank account of the local company in Argentina or maintained in a bank account of the local company abroad. There is no mandatory repatriation. If the funds are maintained in a bank account abroad, those funds are freely available and can be used for any purpose. However, note that if the funds are not transferred to Argentina through the foreign exchange market and are not exchanged for ARS at the official exchange rate, access to the foreign exchange market to pay profits and dividends, as well as the repatriation of investments of non-Argentine residents can be limited, since prior Argentine Central Bank approval will be required, as explained in Profits and Dividends below.
• Outflow of Funds
  • General Requirements
    Access to the foreign exchange market (i.e., the purchase of foreign currency with ARS in the foreign exchange market at the official exchange rate) for transactions relating to the outflow of funds would require, in addition to the specific requirements applicable to the relevant underlying transaction, certain general supplementary requirements, including not having Argentine deposit certificates representative of foreign companies (CEDEARs) and/or available “liquid external assets” in an amount jointly exceeding the equivalent to USD 100,000.
  • Profits and Dividends
    Access to the foreign exchange market is allowed to pay profits and dividends in an amount that (including the amount of the payment being made at the time of the access) does not exceed 30% of the value of capital contributions of foreign direct investments made to the local company, which are transferred to Argentina and sold for ARS through the foreign exchange market as from January 17, 2020.
  • Financial Indebtedness
    Foreign currency proceeds disbursed by non-related non-Argentine residents must be transferred to Argentina and sold for ARS in the foreign exchange market at the official exchange rate as a requirement for Argentine residents to access the foreign exchange market to pay principal and interest.
  • Intercompany Financial Indebtedness
    Prior to the Argentine Central Bank’s approval is required to access the foreign exchange market to pay principal and interest for foreign financial indebtedness when the creditor is a counterparty related to the debtor unless the financing is granted after October 2, 2020, the funds of which are transferred to Argentina through the foreign exchange market, and it has an average life of no less than two years.
  • Imports of Services
    Argentine residents may access the foreign exchange market to pay for services rendered by non-Argentine residents. Unless a shorter term applies, access to the foreign exchange market without the Argentine Central Bank’s prior approval may be granted to pay services to non-Argentine residents after 30 calendar days as from the date of rendering or accrual of the service. However, if the service was rendered by a related party, that term is extended to 180 calendar days. Prior approval of the Argentine Central Bank is required for the prepayment of principal and interest of commercial debts for the import of services. Prior Argentine Central Bank approval is also required to access the foreign exchange market to pay imports of services effectively rendered before December 12, 2023.
  • Imports of Goods
    Generally, Argentine residents may access the foreign exchange market to pay for imports of goods. Generally, unless a more favorable treatment applies due to the goods imported, the payment terms for the FOB value may be made within the following deadlines counted from the registration of customs entry of the goods 50% from 30 calendar days and the remaining 50% from 60 calendar days. Prior Argentine Central Bank’s approval is required to access the foreign exchange market to pay imports of goods with customs entry registrations prior to December 12, 2023.

Note: All transactions carried out through the foreign exchange market must be registered in foreign exchange tickets with the financial or exchange institution involved in the transaction, in which the corresponding concept code (“código de concepto”) must be indicated. The Central Bank implemented a list of codes by which it authorizes access to the foreign exchange market. In the absence of a specific code, the transaction will require prior Central Bank approval.

Argentina has electronic filings for most of its customs-related operations, though some processes are still carried out on paper or by other entities that have not set up a common interface with Customs to check on authorizations or interventions in charge of other administrative bodies (e.g., health authority, nuclear regulatory authority, etc.). Argentina is progressively implementing the Single Portal for Foreign Trade ("VUCE"), which will integrate Customs electronic systems and other governmental authorities that may be involved in the imports/exports process. Pursuant to the Argentine Customs Code, import and export operations must be carried out before the General Customs Directorate ("DGA"), which is integrated within the Federal Tax Authority ("AFIP").

Argentina's relationship with the rest of Latin America is based upon cooperation in trade and investment issues, most notably with the creation of the Mercosur Common Market (Mercosur), which is currently made up of Argentina, Brazil, Paraguay, Uruguay, and Venezuela (currently suspended). Bolivia is to become a full member state of Mercosur in the short term. Mercosur calls for a gradual elimination of all tariff barriers between its members and a common external tariff with the rest of the world.

In Argentina, imports are defined as the entry of goods into a general or special customs territory. Please bear in mind that the customs territory differs from the Argentine sovereign territory, as it excludes free trade zones and maritime territory. In Argentina, there are two customs territories: a general customs territory that comprises continental Argentina and the special customs territory of the Great Island of Tierra del Fuego, with special rules and exemptions. The customs tariff code of 12 digits is based on the Mercosur Common Nomenclature and is currently listed in Decree 557/2023.

In Argentina, there are definitive imports, as well as temporary imports with or without transformation, transit imports, and warehouse imports, among others. Argentina has recently dropped its import licensing regimes and is reviewing and disabling many non-tariff barriers to imports.

Exports are defined as the exit of goods and/or services from a general or special customs territory. Export procedures begin with the filing of the export permit through customs electronic systems. Exports of goods may be subject to export duties, especially agricultural products. There are various types of exports, such as definitive exports, and temporary exports for outward processing or repairment, amongst others.

There are some special regimes that grant exemptions on customs duties for investment projects or specific industrial sectors. The recently approved Regime for Large Investments ("RIGI") grants full exemptions on import duties for new capital goods, and definitive exports. It also provides for fiscal stability that protects promoted projects from changes in import/export duties and/or modifications on other non-tariff barriers that could apply to promoted projects.

Immigration regulations in Argentina provide different options to request visas and residencies according to the National Immigration Law 25871. This law, together with the current immigration provisions and decrees, provides different alternatives for foreigners to stay in Argentina.

When a foreigner wishes to carry out activities in Argentina, according to nationality, there is a possibility to have visa exemptions for short-term trips due to bilateral agreements between Argentina and different countries. For transitory residencies, some nationalities do require a visa to enter Argentina, like tourism, business trips, technical tasks, professional visits, and others.

If the foreigner will not reside temporally in Argentina and instead has a short trip, if the nationality does not require a mandatory visa to enter Argentina, they can request authorization instead of applying for a transitory visa. Foreigners that carry out activities as digital nomads do not require a local sponsor registered at the Immigration office. The residency for digital nomads will be transitory.

For temporary residencies, if the foreigner is a national of a non-Mercosur country, the local company must sponsor the visa application. The sponsorship of the local entity must be registered at the National Immigration Directorate. The most common applications are the work visa and the transfer visa for temporary residencies. Citizens from Mercosur countries or Associated Mercosur countries can request a visa by nationality for temporary and permanent residencies.

For countries that do not require a visa to enter Argentina, the foreigner can enter as a tourist and apply to convert the immigration status to a work authorization with the sponsorship of the local company (for trips of less than 90 days). This work authorization can be only applied for at the Immigration office in Argentina. Within these considerations, there are distinctions depending on the activity, type of employment relationship, or if the foreigner is making a transitory visit for business or technical purposes. This also applies to temporary residence and permanent residence applications. Another alternative involves filing an application request through an Argentine consulate in the jurisdiction of the foreigner’s country of residence.

In general, whoever wishes to hire a foreigner in Argentina must consider:

• having the local company registered as a sponsor through the National Immigration Directorate of Argentina,
• requesting a visa, residence, or electronic authorization in accordance with the activity to be carried out, as there are different subcategories,
• preventing irregularities in the migratory situation of every foreigner linked to the local company.

Visa or Residency Application

There are different alternatives for visa applications through the Argentine consulate or residency requests if the application is made through an immigration office of the National Immigration Directorate in any province of Argentina.

There are also work authorizations and electronic authorizations that can be requested instead of a visa for short-term travel.

There are different categories and subcategories for the visa or residency application, depending on a series of factors including, among others, the nationality of the applicant, term of stay, and activity to be carried out in the country.

Irregular Immigration Status of Foreigners

Argentine Immigration Authorities may fine whoever provides (or provided) foreigners without legal authorization paid or unpaid work or incurs any other breach of immigration laws.

Fines may include suspension of registration with RENURE and/or monetary fines (up to 50 times the Argentine minimum wage for every employee in irregular migratory situations). Recidivism raises the fine amount by up to 50%.

Under Article 41 of the Argentine Constitution, all Argentine residents have the right to an undamaged environment and the duty to protect such environment. The Federal Government sets the minimum standards for environmental protection, while the provinces can establish specific standards and implement regulations, but their standards cannot be lower than those at the federal level.

The main federal laws setting minimum standards for environmental protection relate to:

• national environmental policy,
• management of hazardous, household, industrial, and service industry waste,
• atmosphere pollution,
• preservation of water,
• management and elimination of polychlorinated biphenyls ("PCBs"),
• protection of native woods,
• protection of glaciers and periglacial environments,
• burning activities and forest and rural fires,
• free and public access to environmental information,
• management of empty containers of phytosanitary products,
• climate change adaptation and mitigation.

In addition, the provinces and the City of Buenos Aires have enacted specific regulations addressing a wide spectrum of environmental matters, including environmental impact assessment proceedings, permission for the management of hazardous substances, wastes, gaseous emissions and liquid effluents, and for handling certain equipment.

Specific federal, provincial, and municipal environmental regulations exist for particular activities and industries, such as oil and gas, power generation, transmission and distribution, mining, food, medical waste disposal, agriculture, and the transportation of radioactive material.

Authorities are entitled to impose administrative sanctions when the relevant enforcement authority identifies any breach of environmental regulations, including fines, closure of facilities, suspension of activities, and revocation of permits, among others.

Regarding tort liability, the primary obligation of any person held liable for environmental damage is to remediate it. If said damage is caused by two or more persons, or if it cannot be exactly demonstrated what damage each person caused, then all of them are jointly and severally liable. If damage is caused by legal entities (i.e., corporations), their authorities and the professionals involved may be held personally liable in accordance with their intervention.

Criminal liability may arise in case a person pollutes the environment with hazardous waste or causes harm to wildlife or archaeological and/or paleontological heritage.

The Federal Constitution and Treaties on Human Rights expressly provide for the right to private property. The creation, transfer, perfection, priorities, rights and liabilities of real estate rights are exclusively governed by the Argentine Civil and Commercial Code, and by other laws at the federal level.

Certain matters related to real estate transactions are ruled at the provincial or municipal level, such as local taxes, real estate registry, foreclosure proceedings and zoning and environmental regulations.

In Argentina, both nationals and foreigners are entitled to own property and enjoy equal rights and protections under the law concerning the ownership, use, and transfer of real estate. However, the acquisition of rural and urban lands by foreigners is subject to certain restrictions, as follows:

• The Ley de Tierras Rurales ("Law No. 26,737") limits foreign ownership of rural land to 15% of the total rural land in the country and imposes further restrictions on individual ownership by foreigners; and
• The security border zones regulations state that (1) any sale, transfer or lease of properties located within security border zones (which are areas located within a maximum of 150 kilometers from territorial borders; and 50 kilometers from maritime shores); and (2) mergers and transfers of the controlling holdings in companies that own a property located in a security border zone, in favor of foreigners, are subject to the prior approval of the Argentine Government.

The most common transactions in the Argentine real estate market for conducting business include purchase agreements (compraventa), leases (locación), usufruct (usufructo), surface rights (derecho de superficie), and mortgages (hipoteca).

Under Argentine law, to acquire ownership over a real estate property, three conditions must be complied with:

• Title: It is the legal act serving as the cause of the transaction. For instance, a purchase and sale agreement, a donation agreement, etc.
• Form: The title must be instrumented in a public deed of conveyance, before a public notary.
• Delivery of Possession: The seller must deliver possession of the property to the purchaser.

After the foregoing three conditions have been complied with, the purchaser acquires ownership rights over the target property. For providing effect vis-à-vis third parties, then the deed of conveyance is to be registered with the Real Estate Registry of the jurisdiction where the relevant property is located.

Before entering into any real estate transaction in Argentina, it is highly recommended that investors conduct a thorough title search (estudio de títulos). This process involves verifying the legal status of the property, ensuring that the titles are valid, checking the current registered ownership, and confirming the conveyance history.

Argentina’s real estate regulatory framework is designed to protect property rights. Despite certain restrictions on foreign ownership, the overall legal environment in Argentina remains favorable to both domestic and foreign investments, providing legal mechanisms and protections for property transactions.

In Argentina, trademarks and other distinctive signs such as trade names and slogans are governed by Trademark Law 22362 (as amended).

On the other hand, patents and utility models are governed by Law 24481 (as amended).

In Argentina, the governmental agency in charge of industrial property is the National Institute of Industrial Property ("INPI").

• Trademarks
  The ownership of a trademark and the right to its exclusive use are obtained through registration before INPI.
  • Duration and Renewal
    Trademark registrations are granted for ten years and can be renewed indefinitely for subsequent ten-year periods, provided that the trademark has been used in connection with the sale of a product, the rendering of a service, or as a trade name during the five-year period preceding each expiration date. A mid-term sworn declaration of use must also be submitted between the 5th and 6th years from registration if the trademark has been in use. Late filings incur additional official fees for each year of non-compliance.
  • Partial Cancellation for Non-Use
    Since June 2023, trademarks that have not been used for five years in relation to goods or services covered by the registration, or related to goods or services, may face partial cancellation. Cancellation in Totem continues to apply for marks that have not been used at all.
  • New Official Fee
    As of July 2024, INPI requires applicants to pay a new official fee when filing their reply to opponents’ arguments to demonstrate their interest in continuing the administrative opposition proceedings. Failure to pay this fee will result in the rejection of the application.
• Patents
  The Patent Law 24481 provides that patents will be granted for any invention that complies with the requirements of novelty, inventive step, and industrial application. Disclosure of an invention by the inventors or their lawful heirs, by any means of communication or exhibition in a fair, within the period of one year immediately prior to an application for a patent or of the recognized priority, is not an obstacle to obtaining a valid patent. Patents are granted for 20 years from the date of filing.
  
  Utility models are also available for any new arrangement or shape of tool, work instrument, utensil, device or object of an industrial nature, provided that it is new and entails an improvement of the way the object works. Utility models are granted for a non-extendable term of ten years from the date of filing.
• Copyright
  In Argentina, Copyright protection is governed by Law 11723, as amended ("IP Law"):
  • Scope of protection
    The IP Law confers protection on a broad variety of works, including scientific, literary, artistic, and educational works and software, regardless of their process of reproduction. Copyright protection does not extend to mere ideas: the expression of ideas is protected, but not the idea itself. Argentine courts have found that, for works to be protected, they must be expressed in a tangible form and have a minimum degree of originality. The IP Law grants authors economic rights—which include reproduction rights, distribution rights, communication to the public and transformation rights—and moral rights, which include the right to be identified as the author, to preserve the work, and to decide upon publication. None of these can be waived. The violation of any of these rights constitutes a copyright infringement.
  • Duration of the protection
    As a general rule, copyright is granted to the author for life, and to their heirs and successors for 70 years as of the first January 1 following the author’s death.
  • Registration Requirements
    Although copyright exists from the moment the work is created, the IP Law requires the registration of published works before the Copyright Office. Despite criticism for being outdated, this requirement is useful for evidentiary purposes, as it provides a rebuttable presumption of authorship and a definite creation date of the work.
    
    Works published abroad do not need to be registered in Argentina. The burden of proof is to demonstrate that all formalities required in the country where they were published were fulfilled, unless:
    
    • the Berne Convention applies, in which case no formality is required,
      
      
    • the Universal Copyright Convention applies, in which case the word "Copyright" followed by the © symbol, the name of the copyright owner, and the year of first publication must be included.
• Registration of Unpublished Works
  Registration of unpublished works is not mandatory but is advisable for evidentiary purposes. In this case, registration occurs when the Copyright Office receives the works in a sealed envelope. This registration must be renewed every three years, otherwise the Office will destroy the deposited copy of the work.
• Enforcement of IP Rights
  The applicable legislation also contains regulations regarding legal actions that can be initiated in the event that third parties infringe copyrights or industrial property rights, including civil actions for infringement or unfair competition, or criminal procedures. The legislation also includes the possibility of requesting ex parte preliminary injunctions.

Consumer protection has been a constitutional right in Argentina since 1994. As such, it has been governed primarily by the Argentine Civil and Commercial Code and the Consumer Protection Law 24240, as amended. Consumers are also protected by fair-trade laws for labeling and advertising, and antitrust laws to prevent market manipulation and anti-competitive behavior. Administrative authorities play an active role in ensuring compliance with these laws. Further, criminal liability can arise in cases where products or services intentionally, or through serious negligence, fail to comply with regulations or involve fraud in their sale or marketing.

The law protects consumers throughout all contractual phases of a purchase, from advertising to delivery of goods (including used goods) or provision of services and applies to anyone acquiring a product or service for personal use (i.e., for any use that does not involve re-introducing it into the market). Suppliers must provide truthful, objective, and detailed information about the essential features and marketing conditions of their goods and services, comply with labeling and packaging requirements, and inform authorities and consumers if a product is found to be dangerous after market introduction, including taking corrective actions (recall).

Products must be safe for use under regular conditions, and those posing health risks must be sold with appropriate safety instructions. Consumers and successive purchasers are entitled to a legal warranty against defects or faults, with the entire supply chain jointly and severally liable for this warranty.
When a consumer is injured by a defective product or service, everyone in the supply chain—from producer to seller—is liable if there is a causation link between the act or omission, the damage, and the product or service. Successful product liability plaintiffs can request specific performance, accept an equivalent product or service, or rescind the agreement with reimbursement. Additionally, they may claim compensatory, loss of profits, moral, and capped punitive damages (up to USD 2 million) individually or through class actions.

Argentina has ratified the Inter-American Convention against Corruption, the United Nations Convention Against Corruption, and the Convention Against Bribery of Foreign Public Officers in International Transactions. These international conventions, along with the ethics regulations and the Corporate Criminal Liability Law, not only prohibit and sanction corrupt conduct but also provide mitigating measures to avoid corruption risks and improve transparency, such as the duties to file affidavits in certain cases to prevent potential conflict of interests when acting before public officials and to implement compliance programs (which became mandatory for entities engaged in certain government contracts).

Moreover, in the past years, Argentina has experienced significant growth in terms of compliance, such as the implementation of:

• the Integrity and Transparency Registry of Businesses and Entities ("RITE"), which operates as a central platform where companies voluntarily register their integrity programs,
• the National Integrity Strategy, which prevents corruption through coordinated policies and practices across the National Public Administration and state-involved companies, and (iii)
• the Monitoring System on the Exercise of Public Duties, which ensures that public officials who take and leave high-rank positions comply with public ethics legal standards and prevent incompatibilities or conflicts of interest.

Lastly, Argentina's efforts towards OECD accession reflect broader international alignment in combating corruption. These initiatives collectively signify Argentina's ongoing commitment to strengthening compliance frameworks, promoting transparency across public and private sectors, and aligning with global best practices in corporate governance and anti-corruption measures.

In Argentina, the protection of personal data is governed by Personal Data Protection Law 25326 ("DPL"); its Regulatory Decree 1558/2001; Convention 108 for the Protection of Individuals with respect to Automatic Processing of Personal Data (ratified by Law 27483); its Amending Protocol (approved through Argentine Law 27699), also known as "Convention 108+;" and by the complementary rules issued by the Agency of Access to Public Information ("DPA") (collectively, the "Data Protection Regime"). The DPL defines personal data as “any kind of information referring to identified or identifiable individuals or legal entities.”

Argentina was the first Latin American country the European Commission declared to provide an adequate level of protection for cross-border data transfers. This declaration took place in 2003, and the adequacy decision was reviewed and ratified by the European Commission in January 2024.
The Data Protection Regime provides certain obligations for data controllers and data processors processing personal data subject to the DPL. Among others, these obligations include:

• complying with the general principles of personal data processing (the principle of minimization; the principle of lawfulness, fairness, and transparency; the principle of purpose limitation; and the principle of accuracy),
• having a proper legal basis for processing personal data (namely: prior, express, and informed consent, unless an exception to consent applies),
• complying with the duty of information,
• registering both data controllers and the databases before the DPA,
• guaranteeing the possibility for data subjects to exercise the rights of access, rectification, and deletion of data,
• adopting the necessary technical and organizational measures to ensure the security and confidentiality of personal data,
• implementing data processing agreements when sharing personal data with data processors under the terms of section 25 of the DPL and Decree,
• only assigning personal data if the object of processing serves purposes directly related to the legitimate interest of the parties of the assignment and with the prior and informed consent of the data subjects,
• implementing adequate safeguards to transfer personal data from Argentina to countries or international or supranational organizations that do not provide adequate levels of protection in terms of personal data protection (i.e., consent of the data subject, standard contractual clauses, and/or binding corporate rules).

Penalties for non-compliance with personal data protection regulations are graded as follows:

• Minor
  Sanctions of up to two warnings and/or a fine of ARS 1,000 to ARS 80,000 (approximately USD 1 to USD 87 at the current exchange rate),
• Severe
  Sanctions of up to four warnings, suspension from 1 to 30 days, and/or a fine of ARS 80,001 to ARS 90,000
• Very Severe
  Sanctions of up to 6 warnings, suspension of 31 to 365 days, closure, or cancellation of the database, and/or a fine of ARS 90,001 to ARS 100,000.

On the other hand, the DPA keeps a public record of individuals and legal entities that have been sanctioned as a result of violating the DPL. Therefore, the infringer could additionally face reputational damage. In addition to the sanctions that the DPA may impose, data subjects may file claims for damages based on the general principles of civil liability established in the Argentine Civil and Commercial Code, including class actions.

Scope
The Antitrust Law prohibits conducts relating to the production and exchange of goods and services if they limit, restrict, falsify, or distort competition, or if they are an abuse of dominance in a given market. It applies to all individuals and entities doing business in Argentina, and to those doing business abroad to the extent that their actions, activities, or agreements may have an impact on the Argentine market.

Description of Prohibited Practices
The following are presumed to be absolute restrictions to competition (“hardcore” cartels):

• to fix, directly or indirectly, the price of the purchase or sale of products and/or services,
• to establish obligations of manufacturing, distributing, buying or commercializing a limited amount of goods and/or to provide a limited number, volume frequency of services,
• to divide, distribute, or horizontally impose areas, portions, or segments of the markets, clients, or supply sources,
• to establish or coordinate submissions or abstentions in public tenders.

The Antitrust Law also prosecutes certain conducts that may entail an abuse of the dominant position:

• when the offender has a dominant position in the relevant market,
• when there is conduct that distorts competition in that market either by exploitative or exclusionary means,
• when there is harm to the general economic interest.

The Antitrust Law establishes that the infringing parties may be fined a higher amount resulting from applying any of these methods:

• fines up to 30% of the volume of business of the last fiscal year, associated with the products and/or services involved in the perpetuation of the anti-competitive conduct, multiplied by the years of duration of the conduct, which—in turn—should not exceed 30% of the consolidated volume of business generated in Argentina in the last fiscal year of the group of which the offender belongs,
• up to double the economic benefit reported by the anticompetitive conduct.

If calculating the fine is not possible following the methods above, the fine could be of up to 200,000,000 adjustable units (equivalent to ARS 101,238,000,000 and USD 106,447,949, according to the current exchange rate).

In addition, the Antitrust Law establishes the possibility of being suspended from the National Registry of Suppliers for a maximum of five years. For those involved in bid rigging activities, the suspension may be of up to eight years.

Leniency Program
The Antitrust Law incorporates a leniency program to facilitate the investigation of “hardcore” cartels by establishing two possible run-to-the-door scenarios for those who adhere to the benefit: full exemption or reduction of fines and immunity from certain criminal sanctions and damages.

For the full exemption to apply, the petitioner must:

• be the first among those involved in the conduct to apply and supply evidence,
• immediately cease the anticompetitive action,
• cooperate with the Argentine Competition Authority during the proceedings,
• not destroy evidence of anti-competitive behavior,
• not disclose the intention to adhere to the benefit.

If the petitioner is not the first to adhere to the benefit, it may be eligible for a reduction of between 50% and 20% of the fine, if it provides additional evidence to the investigation.

On May 28, 2024, by means of Resolution 98, the Secretary of Industry and Trade of the Ministry of Economy approved the Regulation for the Implementation of the Leniency Program, written by the Antitrust Commission after public consultation.

Economic Concentrations
The Antitrust Law requires certain transactions resulting in economic concentrations to obtain the Argentine Competition Authorities’ prior approval under a non-suspensory system by which notification must be submitted to the authority within one week of the closing of the transaction.

The requirement for approval applies when the relevant groups of companies involved in the transaction have a combined volume of business in Argentina exceeding 100,000,000 adjustable units (equivalent to ARS 50,619,000,000 and USD 61,115,605 at the exchange rate of December 31, 2023). Transactions that take place abroad must be notified if both parties do business in Argentina, through a corporate presence of through sales made in Argentina (i.e., exports).

Failure to comply with the notification obligation will result in a daily fine of up to 0.1% of the consolidated national business volume of the group to which the noncompliant company belongs. If said calculation cannot be made, the daily fine may be up to 750,000 adjustable units (equivalent to ARS 379,642,500 and USD 399,203, according to the current exchange rate).

Transactions Exempted from Notification
The following economic concentrations, among others, are exempted from the mandatory notification requirement:

• The acquisition of only one company by only one company that has no assets (except those used for residential purposes) or shares in other companies in Argentina. If the foreign company is active in the country by means of exports, the “first landing” exception could still be invoked if such exports were not substantial, regular, and predictable during the last 36 months, but a case-by-case analysis should be carried out.
• the acquisition of companies, if the total local assets of the acquired company and the local amount of the transaction each do not exceed 20,000,000 adjustable units (equivalent to ARS 10,123,800,000 and USD 10,645,425, according to the current exchange rate) provided, however, that the exemption will not apply if any of the involved companies were involved in economic concentrations in the same relevant market for an aggregate of 200,000,000 adjustable units in the last 12 months or 60,000,000 adjustable units (equivalent to ARS 30,371,400,000 and USD 31,936,277 according to the current exchange rate) in the last 36 months.

In Argentina, public procurement related to infrastructure and public utilities is governed by administrative law, which is local. Thus, the Federal Government, each Province, and the City of Buenos Aires may enact their own regulations to govern such contracts within their relevant jurisdictions. As a general rule, contracts must be awarded by competitive bidding processes, ensuring broad participation and equality between all bidders; and the awarding decision must be published in the Official Gazette and on the website of the relevant contracting office.

Regarding the infrastructure sector, energy projects have led the investments in the past years, given Argentina’s outstanding conditions, mainly in the natural gas sector. A major gas pipeline was inaugurated to increase transportation from Vaca Muerta to the most important consumption centers in Argentina, and additional work is being conducted to enable Argentina to achieve energy self-sufficiency, improve the competitiveness of different productive sectors, and generate variable exportable balances. Other major energy projects are in the LNG field, with several floating liquefaction plants and related facilities, to be developed in the upcoming years and turn Argentina into one of the LNG export world leaders. Finally, several green hydrogen projects are also under study, to take advantage of Argentine solar and wind renewable energy sources.

It is expected that interest in these and other infrastructure projects will increase, as a consequence of recent legislative changes which:

• created a specific investment regime (Incentive Regime for Large Investments or "RIGI") with substantial benefits,
• authorized privatization or concession of the services provided by several State-owned companies with important assets,
• introduced significant modifications to the Public Works and Public Utilities Concessions Regime, which—following the guidelines of the Public-Private Partnership Contracts Regime (also in force)—aim to encourage private investment by enhancing flexibility, legal certainty, and stability in the contracts, as traditional government prerogatives are either excluded or severely limited, while the guarantees for private contractors are strengthened.

Regarding public utilities, at the federal level, they encompass transmission and distribution services within the electricity and gas sectors. Considering the relevance of these activities and that they constitute natural monopolies, these companies are subject to a high level of State regulation, to guarantee the regular provision of their services. However, their deregulation is expected as a consequence of recent legislative amendments and powers delegated in the Executive Branch for such purposes. Additional public utilities include, among others, water supply and sewer service, whose main concessionaire in the City of Buenos Aires and a large part of the Province of Buenos Aires (Aguas y Saneamientos Argentinos SA) is a State-owned company recently declared subject to privatization or concession, and the basic telephone service. Other activities within these industries are subject to a lesser level of regulation.

The bylaws of an entity incorporated in Argentina must include events in which the shareholders may decide the dissolution of the entity, such as and among others the termination of the term or duration of the company, or the impossibility of carrying out the activities inherent to the corporate purpose. The liquidation procedure described in this section refers to those causes where dissolution is voluntary.

The main steps of such process include:

• Dissolution Decision and Appointment of the Liquidator
  The shareholders must formally approve the dissolution of the company and appoint a liquidator. The decision and the appointment must be registered with the competent commercial registry.
• Inventory and Special Financial Statements
  The liquidator must present to the shareholders an inventory and special financial statements.
• Payment of All Liabilities
  To allow registration of dissolution, all liabilities must be canceled and final financial statements showing zero liabilities must be prepared and approved, including the distribution proposal for any remaining assets.
• Registration
  Once the final financial statements are approved, the relevant commercial registry shall register the dissolution of the company.
• Cancellation of Tax Registration
  All competent tax authorities must be notified of the dissolution in order to cancel all corresponding tax ID registrations.

Argentine Bankruptcy Law 24522, as amended (“Bankruptcy Law”), regulates the following three main insolvency proceedings:

• Out-of-Court Agreement,
• Reorganization, and
• Bankruptcy.

The general provisions of the Bankruptcy Law apply to legal entities and individuals with domicile in Argentina, including—but not limited to—business organizations in which the government is a shareholder. It also applies to foreign legal entities and individuals with respect to their assets in Argentina. There are, however, certain exceptions in the case of financial institutions, and some differences with respect to public utilities, trusts, pension funds, and insurance companies, which are subject to special liquidation proceedings.

Out-of-Court Agreement
When debtors are under a “suspension of payments” (when unable to service debt obligations as they become due) or undergoing economic or financial hardships, they may seek to reach agreements with the majority of their unsecured creditors and submit that agreement to the courts for approval prior to the reorganization proceedings or bankruptcy adjudication.

The parties are free to determine the terms of the restructuring, and the unsecured creditors may be classified into different classes with different restructuring proposals. Even if the court does not approve the agreement, it is binding among the parties, unless otherwise expressly agreed.

To be endorsed by the relevant court, the agreement must be executed by unsecured creditors (excluding those who are also controlling shareholders) representing within each class an absolute majority of creditors on a headcount basis, and not less than two-thirds of the aggregate principal amount of the unsecured claims outstanding. Consent of unsecured creditors holding debt securities issued in series (i.e., notes) must be granted at a noteholders’ meeting for each series, duly called and convened with the required minimum quorum (at least 60% or 30% of the aggregate principal amount of the applicable series in the first or second call, respectively).

Upon court endorsement, the agreement is binding on all unsecured creditors, even those who have not executed the agreement or have challenged the proceedings or the agreement.

Reorganization Proceedings
Debtors may file a voluntary petition for reorganization (concurso preventivo) at any time prior to bankruptcy adjudication. Admission of the petition requires filing evidence showing that the debtor is in suspension of payments and that it has been at least one year since a court authorized the carrying out of any prior reorganization. In addition, debtors declared bankrupt may in certain limited cases request the conversion of the bankruptcy proceedings to reorganization.

Upon starting the reorganization proceedings, the court appoints a receiver, and all the proceedings in connection with pre-petition unsecured monetary claims against the debtor (with certain limited exceptions) are automatically stayed and the venue of all such proceedings are consolidated at the court hearing for the reorganization proceedings.

Once a reorganization process starts, the debtor stays in possession of their assets, but their administration is subject to the supervision of the receiver.

All creditors (including, but not limited to, secured creditors) must submit proof of their claims to the receiver. The receiver prepares and submits before the court a report on each individual claim filed. Based on this report, the court will issue a resolution on the allowance or rejection of the claims. The debtor and creditors may file objections against the claims filed after the receiver presents its report.
The debtor must present a reorganization plan to be consented to by the creditors and confirmed by the corresponding court.

If consents are not obtained, then the court may exercise its cramdown power and confirm the plan if certain requirements are met. If the court does not cram down, then it will declare the debtor bankrupt. However, in certain cases, before declaring bankruptcy, the court may commence the salvage proceedings provided by the Bankruptcy Law.

Bankruptcy
Bankruptcy may be adjudicated indirectly upon the failure of reorganization proceedings, or directly, upon request of the debtor (i.e., voluntary bankruptcy), or of any of its creditors (i.e., involuntary bankruptcy). A condition for filing a voluntary or involuntary petition for bankruptcy is that the debtor must be in suspension of payments.

The filing of a petition for voluntary bankruptcy must include information required by the Bankruptcy Law, giving supporting evidence of insolvency.

The filing of a petition for involuntary bankruptcy by a third party must include evidence of the claim and of the suspension of payments. Upon the filing of an involuntary bankruptcy petition, the court will give a five-day notice to the debtor. After the bankruptcy is adjudicated, and within ten days after the publication of the bankruptcy adjudication notices, the debtor may file a motion requesting the conversion of the bankruptcy proceedings into reorganization.

Unlike reorganizations, at the time of a bankruptcy adjudication, the debtor loses possession of its assets, which will be subject to the administration of a court-appointed receiver who will, among other things, collect all the debtor’s receivables.

All creditors—including but not limited to, preferred or secured creditors—must submit proof of their claims with the receiver. The receiver must promote the formation of a creditors’ committee to oversee the liquidation.

In certain circumstances, the receiver may decide on the immediate continuation of the debtor’s activities, subject to court approval.

If no decision is made on the continuation of the debtor’s activities, the receiver will move forward with the liquidation of the assets of the bankrupt entity. The liquidation may be carried out by the sale of:

• the entire business as an ongoing concern,
• the bulk of all the estate’s assets, or
• each individual asset of the estate.

After concluding the liquidation procedure, the receiver prepares a final report including proposals for distributing the proceeds among the creditors. Then notice is given to the creditors, who may file objections. After all of the distributions to creditors have been completed, the bankruptcy proceedings conclude, and the debtor is discharged.