Ventures and Partnerships

Information on starting a joint venture or a partnership in Argentina...

Partnerships

Generally speaking, partnerships are entities in which the participants' liability is unlimited. Partnerships in Argentina generally take the form of a Sociedad Colectiva. All the partners are jointly and severally liable for the obligations of the partnership, once its assets have been exhausted. No minimum capital is required and liquidation of partnerships requires unanimous consent.

Joint Ventures (UTE)

The joint venture vehicle most commonly used in Argentina is the UniĆ³n Transitoria de Empresas ("UTE").

The UTE is a specific type of joint venture governed by the Argentine Companies Law. A non-resident corporation may be a member of an Argentine UTE subject to it complying with the same kind of registration proceedings with the RPC as those applicable to a branch of a foreign company.

All UTEs and their representatives must be registered with the PRC of the jurisdiction of incorporation (i.e. the City of Buenos Aires or one of the provinces).

UTEs are not treated as independent legal entities, although they are treated as such for certain purposes including labor law, social security contributions and for value added and turnover tax. With respect to other taxes, such as income tax and the tax on assets, UTEs are considered as transparent entities, and such taxes are therefore payable in the hands of the members.

Joint ventures other than UTEs are also permitted under the general principles of law.

Information supplied by Marval, O'Farrell & Mairal Av. Leandro N. Alem 928 piso 7, (C1001AAR) Buenos Aires, Argentina Tel: (011) 4310-0100, Fax: (011) 4310 0200 www.marval.com.ar