Foreign companies arriving in Argentina usually start with the wrong question. They ask about tax rates, or about hiring, or about how to get money out. Those matter — but they come second. The first decision is structural: will the parent company operate in Argentina as itself, through a branch, or through a separate Argentine company that it owns? That single choice determines whether a labour claim filed in Buenos Aires can reach the parent’s balance sheet in Madrid, Houston or Milan. In May 2026 the Argentine corporate registry rewrote the rules for both routes, cutting requirements substantially. Here is how the two options actually compare, and how to choose.

Two routes under Argentine law

Section XV of the Argentine Companies Act (Law 19,550) governs how foreign-incorporated companies act in Argentina. It offers two distinct paths.

The branch — Article 118, third paragraph. The foreign company itself operates in Argentina through a branch, establishment or permanent representation. Argentine law recognises the foreign company as a legal person: its existence and form are governed by the law of its place of incorporation. The branch is not a new legal entity. It is the same company, operating here.

The subsidiary — Article 123. The foreign company incorporates or acquires a stake in a local company, typically an SA or an SRL. To do that, it registers under Article 123 — a lighter registration whose only purpose is to enable shareholding. The Argentine company that results is a separate legal person with its own assets, its own liabilities and its own management — and the vehicle most foreign groups end up using for corporate structuring and M&A in Argentina.

There is a third scenario worth naming: isolated acts. A foreign company may perform isolated acts and appear in court without registering at all. This sounds like a convenient exemption and it regularly becomes a trap, because the statute never defines where “isolated” ends and “habitual” begins. Companies that sign a series of contracts, keep staff on the ground or maintain a continuous commercial presence are exercising habitual activity, whatever they call it.

The real difference is liability, not paperwork

Both routes involve filings, costs and a local representative. The filings are broadly comparable. What is not comparable is exposure.

A branch has no separate legal personality. The capital assigned to it is an accounting reference, not a liability ceiling. When a supplier, an employee, a consumer or the tax authority brings a claim against the branch, the claim is against the foreign company. Every asset the parent owns, anywhere, sits behind that claim. Argentina’s employment litigation environment makes this more than a theoretical concern.

A subsidiary interposes a separate legal person. The shareholder’s exposure is, in principle, limited to the capital it subscribed. That protection is real but not absolute: Argentine courts and labour tribunals will disregard the corporate form where it has been used to frustrate third-party rights, and controlling shareholders have been reached in cases involving undeclared employment and fraudulent structures.

Stated plainly: the branch is the simpler structure and the riskier one. Most foreign investors with any meaningful operational footprint should default to a subsidiary and treat the branch as the exception — chosen for a specific regulatory, accounting or treaty reason, not for convenience.

What the registry requires today

On 26 May 2026 the Inspección General de Justicia — the corporate registry for the City of Buenos Aires — published General Resolution 4/2026, effective the following day. It repealed 29 articles of the previous framework and consolidated the requirements for both routes into a single provision. Anyone working from guidance published before mid-2026 is working from a superseded regime.

Common requirements for both routes:

  • Certificate of good standing or registration issued by the registry of the place of incorporation, dated no more than six months before filing
  • Constitutive instrument and its amendments — a certified consolidated version of the current by-laws is now accepted in place of the full amendment history
  • Resolution of the competent corporate body approving the registration and appointing a legal representative, specifying that representative’s powers
  • The representative’s written acceptance of the appointment and constitution of a special domicile in Argentina
  • Sworn declarations regarding politically exposed person status and beneficial ownership

The branch adds: a corporate resolution stating the decision to operate through a branch and the modality chosen, the registered office in the City of Buenos Aires (the representative may be empowered to fix it), the fiscal year-end date and the assigned capital, if any — plus publication of a notice in the Official Gazette.

Three changes are worth flagging for anyone structuring an entry now:

  • Branch registration now dispenses with Article 123 registration. A registered branch does not need a second filing to hold shares in a local company.
  • Joint filing is available. Where the foreign company is incorporating a local company in which it will participate directly, both filings can be submitted together.
  • Assigned capital may be evidenced in foreign bank accounts. Funds no longer need to land in an Argentine bank to prove integration.

Digital documentation from abroad is now accepted where it is duly apostilled and its integrity and traceability can be verified. Companies incorporated in jurisdictions classified as non-cooperative for tax transparency purposes, or identified by the FATF as high-risk, remain subject to restrictive scrutiny and may be asked for supplementary documentation.

Why tax rarely decides this

A persistent assumption among incoming investors is that one structure is materially cheaper than the other. Under current Argentine rules it generally is not.

Both a local company and a branch are subject to the same progressive corporate income tax scale introduced by Law 27,630 — 25%, 30% and 35% across three brackets, with the bracket thresholds adjusted annually for inflation.

On the way out, the treatment converges as well. A subsidiary distributing dividends to a non-resident shareholder triggers a 7% rate. A branch remitting profits to its head office must pay an additional 7% at the moment of remittance. The economics are broadly equivalent.

Tax treaty position, sector-specific regimes and the parent’s own domestic treatment can shift the analysis in a particular case — which is exactly why the comparison should be run on your facts rather than assumed. But the general point holds: choose on liability and governance, then optimise tax within that choice, not the other way round.

Concrete legal risks ⚠️

Corporate acts get blocked. Where a foreign shareholder is not registered, corporate resolutions of the local company in which that shareholder’s votes were decisive cannot be registered until the registration is evidenced. In practice this stalls capital increases, director appointments and by-law amendments — often discovered at the worst possible moment, mid-transaction.

The local representative is personally on the hook. Under Article 121 of the Companies Act, the representative of a foreign company assumes the same responsibilities that the law imposes on company administrators. This is not a nominal role and should not be handed to a junior employee or a service provider without thought.

Your offshore holding may be re-characterised. Article 124 provides that a foreign company whose seat is in Argentina, or whose principal corporate purpose is to be performed here, is treated as a local company for constitution and supervision purposes. Structures built abroad purely to hold Argentine operations are exposed to this analysis.

Filing defaults compound. Branch financial statements must be filed within 120 calendar days of the fiscal year-end. Falling behind on accounting filings blocks other registrations later, including changes of legal representative.

What to do before you file 📌

  • Characterise the activity honestly. Map what the company will actually do in Argentina over the next 24 months. If it looks habitual, register — do not rely on the isolated-acts exemption.
  • Decide on liability first. Ask what the worst realistic Argentine claim looks like and whether you want it reaching the parent.
  • Check the origin jurisdiction early. If the investing entity sits in a jurisdiction subject to restrictive scrutiny, factor in additional documentation and time — or consider investing through a different group entity.
  • Draft the parent’s corporate resolution against the full requirement list. The most common cause of delay is a resolution executed abroad that omits one required item and has to be redone, re-notarised and re-apostilled.
  • Time the good standing certificate. The six-month clock runs to the filing date, not the issue date of your instructions.
  • Choose the legal representative deliberately, and document the scope of the powers granted.
  • Calendar the accounting deadlines from day one.

The strategic view

Registering a foreign company in Argentina is materially faster and cheaper than it was twelve months ago. The registry has removed requirements that generated cost without generating control, and the direction of travel is clear.

That makes the filing the easy part. The hard part — and the part that is expensive to reverse — is the structural decision underneath it. Unwinding a branch in favour of a subsidiary later means cancelling registrations, liquidating, and potentially triggering a taxable restructuring, all while the operation is running. The cost differential between deciding well and deciding fast is not visible in year one. It becomes visible the first time someone sues.

If you are evaluating an entry into Argentina and want the structure assessed against your actual operational plan and risk profile, get in touch with our team. We work with foreign companies on entry structuring, registration and the corporate governance that follows.