Question 1

Which entity type suits a start-up in Argentina?

Accepted Answer

The SAS was designed for start-ups and is the fastest to set up; the SRL and the SA remain common and are sometimes required by investors. The right answer depends on who will hold equity, how many rounds are expected and whether a foreign holding is planned.

Question 2

Are SAFEs and convertible notes enforceable here?

Accepted Answer

They are used regularly, adapted to Argentine corporate law. The conversion mechanics have to match how share issuances actually work locally, which is where imported templates tend to fail.

Question 3

Can a foreign fund hold shares in an Argentine company directly?

Accepted Answer

Yes, with registration formalities for the foreign shareholder and attention to the foreign-exchange rules governing the inflow of funds and any future repatriation. Many deals still prefer a foreign holding above the local entity.

Question 4

Who owns the code if it was written by contractors?

Accepted Answer

Not the company, unless there is a written assignment. Argentine copyright law keeps rights with the author absent a written transfer, and this is the single most common gap found in diligence.

Question 5

How do stock options work for an Argentine team?

Accepted Answer

They are viable but need to be designed with their employment and tax consequences in mind, since poorly structured plans can be treated as salary. The plan documents and the grant terms matter as much as the economics.

Question 6

When should the structure be reorganised?

Accepted Answer

Usually before an international round, not during it. Reorganising under time pressure while investors wait is what turns a structural question into a valuation problem.

Start-Up and Venture Capital Lawyers in Argentina

Start-up and venture capital lawyers

From the idea to the round, on solid ground.

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