Mergers, spin offs and corporate reorganizations in Argentina

Last verified: 27 Oct 2026 · Status: Changing

Argentina gives groups two separate toolkits for restructuring, and they must be run together:

Company law (LGS arts. 74 to 88). Transformation changes a company's type without creating a new legal person (art. 74). Merger (fusión) either creates a new company from two or more that dissolve without liquidation, or lets an existing company absorb others (art. 82). Spin off (escisión) splits off part or all of a company's assets into one or more existing or new companies (art. 88). Mergers and spin offs require special balance sheets no older than three months, shareholder approval, a three day notice in the legal gazette and in a national newspaper, a 15 day creditor opposition window followed by a further 20 days before the final agreement can be signed, and registration with the Public Registry (arts. 83 and 88). In the City of Buenos Aires (CABA) the registry is the IGJ, which has a detailed checklist (IGJ Rules arts. 143 to 152) and a 20 business day service target for these filings (IGJ Rules art. 48(2)(c)).
Tax law (ITL art. 80; ITL Regulations arts. 172 to 176; AFIP RG 2513/2008). A merger, a spin off, or a transfer between companies of the same economic group can be done without income tax on the gains if (a) the owners of the old companies hold at least 80% of the continuing company at the time of the reorganization, (b) the continuing company carries on the same or a related activity for two years, (c) the old owners keep their stake for two years, (d) the company law publications and registration are done, and (e) the reorganization is notified to ARCA within 180 calendar days of the date the continuing company starts the predecessor's activity. Breaking a two year condition unwinds the benefit retroactively: the returns must be rectified and the tax paid with interest. VAT, CABA gross income tax and the PBA rules follow the income tax qualification in different ways; CABA stamp tax still applies to real estate transferred in a merger or spin off (CABA Fiscal Code art. 328).

Alongside these run merger control under Law 27.442 (from 17 November 2026 the regime becomes suspensory: notifiable deals must be cleared before closing), and employment succession under LCT arts. 225 to 228 (employees move with the business and keep their seniority; transferor and transferee are jointly liable).

Cost to do it (two wholly owned CABA subsidiaries, merger by absorption). Public fees: IGJ fees for stock companies are not published in the sources reviewed (unconfirmed); in the Province of Buenos Aires the DPPJ fee for "legality control and registration of mergers and spin offs" is 360 UT = ARS 99,000 (US$63) per filing in 2026 (PBA Law 15.558 arts. 53 and 58(15)). Publications: three days in the Boletín Oficial and three days in a national newspaper per company, plus convening and art. 10 notices (unconfirmed). Professional work: certified special balance sheets with audit reports for each company, a consolidated merger balance sheet, an accountant's report on the exchange ratio (unless unanimous), a precalification opinion per company, notarial deed. Capital: no new capital is required unless the absorbing company's equity becomes negative (IGJ Rules art. 148) or a new SA or SAU is created (ARS 30,000,000 minimum capital, see /guide/entities/sa-sau/). Time: on the statutory minimums, about 3 to 4 months from special balance sheet date to the final merger agreement, plus IGJ registration (20 business days target, longer with observations), so about 5 to 8 months in total (unconfirmed). ARCA notice: due within 180 days of the reorganization date.

COMPARISON: to be sourced by editor

Peso amounts are converted at the dólar MEP (bolsa) selling rate of ARS 1,563.90 per US$ on 23 Oct 2026 (source: dolarapi.com, MEP quote). Conversions are indicative and move daily.

Key rules

1.1 Transformation (LGS arts. 74 to 81)

Concept. A company adopts another legal type. It is not dissolved and its rights and obligations do not change (art. 74). This is the key difference from a merger: there is no transfer of assets, so no registry transfers of property are needed beyond recording the new type.
Liability. Partners who had unlimited joint liability keep it for prior debts unless creditors expressly agree otherwise (art. 75). Partners who take on unlimited liability through the transformation are not liable for prior debts unless they accept it (art. 76).
Requirements (art. 77).
Unanimous agreement of the partners for commercial companies, unless otherwise agreed for certain types; two thirds of the members if a civil association transforms into a company or decides to become a shareholder of an SA (art. 77(1), as replaced by DNU 70/2023 art. 347, BO 21 December 2023). Decree 730/2024 (BO 14 August 2024) clarifies that "members" means those taking part in the extraordinary meeting. For SAs, the LGS art. 244 special majority applies: majority of voting shares, without plural voting.
A special balance sheet closed no more than one month before the agreement, available at the seat at least 15 days before it, approved with the majority required for annual accounts (art. 77(2)).
The transformation instrument, executed by the competent bodies, recording withdrawing partners and the formalities of the new type (art. 77(3)).
One day publication in the legal gazette of the seat and branches, with the dates of the resolution and instrument, old and new names, withdrawing or incoming partners, and any changes to the art. 10 data (art. 77(4)).
Registration with the Public Registry and other registries according to the assets (art. 77(5)).
Withdrawal (receso). Where unanimity is not required, partners who voted against or were absent may withdraw within 15 days, reimbursed on the transformation balance sheet (art. 78).
Revocation and lapse. The agreement may be revoked while unregistered (art. 80). It lapses if not registered within three months, unless the delay is due to normal registry processing; directors are jointly and unlimitedly liable for damage caused by failure to register or publish (art. 81).
IGJ filing (IGJ Rules art. 143). Deed or original private instrument with the minutes approving the transformation, the new bylaws showing legal continuity of the name, details of continuing and incoming partners and officers, director guarantee where applicable, withdrawing partners; the special balance sheet with an audit report containing an opinion; an accountant's opinion under Annex II; a summarised inventory unless the balance sheet meets annual accounts presentation rules; proof of the convening notice (SA, unless unanimous meeting), the art. 77(4) notice and the art. 10 notice. Transformations into Section IV companies (the LGS category for "atypical" or informal companies) are governed by IGJ RG 5/2025 (dated 10 February 2025), which requires filing within three months and plurality of partners (arts. 1 and 2).

1.2 Merger (LGS arts. 82 to 87)

Two forms (art. 82). Fusión propiamente dicha: two or more companies dissolve without liquidation and form a new one. Fusión por incorporación (absorption): an existing company absorbs one or more others, which dissolve without liquidation.
Effect. The new or absorbing company becomes owner of all rights and obligations of the dissolved companies, and the total transfer of their assets takes place on registration of the final merger agreement and the new bylaws or the capital increase (art. 82, second paragraph).
Step 1: prior merger commitment (compromiso previo, art. 83(1)). Signed by the representatives of each company. It must contain: (a) the reasons and purposes; (b) special merger balance sheets of each company, prepared by management, with statutory auditor (síndico) reports where applicable, closed on the same date, no earlier than three months before signing, on homogeneous bases and identical valuation criteria; (c) the exchange ratio for shares or quotas; (d) the draft bylaws of the new or absorbing company; (e) limits on management agreed for the period until registration.
Step 2: shareholder resolutions (art. 83(2)). Each company approves the commitment and the special balance sheets with the majorities required to amend its bylaws. Copies of the commitment and síndico report must be available at the seat at least 15 days before the meeting. In an SA, the decision is taken by a majority of voting shares without plural voting, except that the absorbing company follows capital increase rules (art. 244). In an SRL, bylaw amendments need the contractual majority (at least more than half of the capital) or, by default, three quarters (art. 160).
Step 3: publicity and creditor opposition (art. 83(3)). A notice for three days in the legal gazette of each company's jurisdiction and in one of the newspapers of widest national circulation, with: names, seats and registration data; capital of the new company or amount of the increase; valuation of assets and liabilities with their date; name, type and domicile of a new company; dates of the commitment and approving resolutions. Creditors with earlier claims may oppose within 15 days of the last publication. Oppositions do not stop the process, but the final agreement cannot be signed until 20 days after that period expires, so that unpaid or unsecured opposing creditors can obtain a court attachment.
Step 4: final merger agreement (acuerdo definitivo, art. 83(4)). Signed by the representatives once the above is done, containing: the approving resolutions; the list of withdrawing shareholders and their capital; the list of opposing creditors who were secured and those who obtained attachments (cause, amount, measures) and a list of creditors paid off with a short report on the effect on the special balance sheets; and the special balance sheets plus a consolidated balance sheet.
Step 5: registration (art. 83(5)). Where the dissolving companies are registered in different jurisdictions, compliance with art. 98 (registration of dissolution) must be shown in each.
Administration after the final agreement (art. 84). Unless the commitment says otherwise, from the final agreement the directors of the new or absorbing company manage and represent the dissolved companies. Cancellation of the dissolved companies' registrations needs no publication. Registry transfers of assets (real estate, vehicles, liens) are ordered by the registry authority, and its order is sufficient title for the transfer of ownership.
Withdrawal (art. 85). Arts. 78 and 79 apply. In an SA, art. 245 gives a withdrawal right to dissenting shareholders but excludes the shareholders of the absorbing company "in a merger and in a spin off"; dissenters who voted against must act within 5 days, absent shareholders within 15 days of the meeting's close; reimbursement is at the value of the last balance sheet, payable within one year. Listed companies' shareholders cannot withdraw if the shares they receive are listed. In an SRL, art. 160 grants withdrawal for merger and spin off "under art. 245".
Revocation (art. 86) and rescission (art. 87). Any party may withdraw from the commitment if all approving resolutions are not obtained within three months. Resolutions may be revoked before the final agreement with the same formalities and without harm to companies, shareholders and third parties. Any company may sue to rescind the final agreement for just cause until registration.

1.3 Spin off (LGS art. 88)

Three forms. (I) A company, without dissolving, allocates part of its assets to merge with existing companies or to join them in forming a new one (escisión fusión); (II) a company, without dissolving, allocates part of its assets to form one or more new companies; (III) a company dissolves without liquidation and forms new companies with all its assets.
Requirements.
Shareholder resolution approving the bylaws of the new company, the amendment of the splitting company's bylaws, and the special balance sheet, with the majorities for a bylaw amendment (art. 88(1)). Withdrawal and preferences follow arts. 78 and 79.
Special balance sheet no older than three months before the resolution, prepared as a statement of financial position (art. 88(2)).
The resolution must allocate the shares or quotas of the new company to the shareholders of the splitting company in proportion to their holdings; those of the splitting company are cancelled on a capital reduction (art. 88(3)).
Three day notice in the legal gazette of the splitting company's seat and in a national newspaper, with name, seat and registration data; valuation of assets and liabilities and date; valuation of the assets and liabilities going to the new company; name, type and domicile of the new company (art. 88(4)).
Creditors may oppose under the merger regime (15 days plus 20 days) (art. 88(5)).
After the withdrawal, opposition and attachment periods, the instruments of incorporation of the new company and amendment of the splitting company are executed and registered under art. 84 (art. 88(6)).
Escisión fusión follows arts. 83 to 87 (art. 88, last paragraph).
Non proportional allocation. The IGJ accepts that, if the meeting is unanimous, the allocation "may not include all shareholders" of a given new company "and/or may not be proportional" (IGJ Rules art. 151(1)(a)). The LGS itself says "in proportion" (art. 88(3)). A non proportional split can also fail the 80% tax test (section 1.5). Treat this as a company law tool that may carry a tax cost.

1.4 IGJ filing rules for mergers and spin offs (CABA)

Item	Merger (IGJ Rules art. 146)	Spin off (IGJ Rules art. 151)
Main document	Deed or original private instrument of the final agreement, one set per CABA company plus one for a new company	Deed or original private instrument, one set for the splitting company and one per CABA new company
Contents	Prior commitment (if not in the minutes); minutes with attendance records; new bylaws or capital increase; officer details and director guarantee; withdrawing shareholders; opposing creditors and their treatment, or a statement that there were none; list of registrable assets transferred	Minutes approving the split, bylaws, capital reduction, special balance sheet and allocation of shares; officer details; withdrawing shareholders; opposing creditors; registrable assets
Balance sheets	Special balance sheet of each company with audit opinion; consolidated merger balance sheet with comparative eliminations table and audit opinion	Special spin off balance sheet with audit opinion; splitting company's balance sheet at the same date showing assets staying and leaving in comparative columns
Accountant's opinion	Annex II opinion with book and folio references; partner receivables; art. 31 limits on shareholdings	Same, plus art. 31 limits
Exchange ratio	Accountant's justification of the exchange ratio, not needed if the approving meetings were unanimous	Not applicable
Capital reduction report	Not applicable	Síndico or auditor report on reasonableness of the reduction if the splitting company is an SA or SRL with capital at the art. 299(2) level; legal representative's report on how the reduction is implemented unless unanimous
Publications	Art. 83(3) notice; convening notice (SA, unless unanimous); art. 10 notice for a new company or bylaw amendment	Art. 88(4) notice; convening notice; art. 10 notices
Forms	Filing form and precalification opinion for each company	Same, for the splitting and each new company
Fees	Tasa retributiva for each partnership or SRL; incorporation fee if a new stock company is formed	Same
Special rules	Absorbing company with negative equity: no registration unless the meeting expressly reverses the dissolution cause (art. 148); timing rules for multi jurisdiction mergers (art. 147)	Title certificates for registrable assets (art. 151(9))

Additional points:

Precalification is still required. RG 11/2026 (dated 18 September 2026) removed the precalification opinion for incorporations, but not for mergers or spin offs (IGJ Rules art. 47 as replaced; arts. 146 and 151).
Director guarantee. For new companies formed by a merger or spin off, the precalification opinion must confirm that directors' guarantees were constituted, unless the instrument shows it, funds were deposited, or there is a supervisory body (IGJ Rules art. 70 as replaced by RG 3/2026, dated 12 May 2026).
Multi jurisdiction. If the absorbing company is in CABA and an absorbed company is in a province, IGJ registers the merger first and the provincial registry then registers the dissolution; the reverse applies if the absorbing company is in a province (IGJ Rules art. 147). IGJ may accept a different order if the other registry's rules require it (art. 147(III)).
Foreign reorganizations affecting a branch. Where a merger, spin off or other transfer between foreign companies is completed abroad, the continuing company must register in CABA under art. 164 with proof of the operation (IGJ Rules art. 174, as replaced by RG 4/2026, dated 22 May 2026).
Service target. From filing with documents and opinion to return of registered documents or observations: 20 business days for transformation, merger, spin off and subsanación (IGJ Rules art. 48(2)(c)).

1.5 Tax neutral reorganization (ITL art. 80; ITL Regulations arts. 172 to 176)

What qualifies (ITL art. 80, sixth paragraph):

(a) Merger of pre existing companies through a new one or by absorption.
(b) Spin off or division of a company into one or more companies that together continue the operations of the first.
(c) Sales and transfers between entities that, though legally independent, form the same economic group (conjunto económico).

Effect. Results arising from the reorganization are not subject to income tax (art. 80, first paragraph), and the tax attributes listed in art. 81 move to the continuing entity: unexpired tax losses, deferred inflation adjustment balances, unused deductions, undeducted deferred charges, promotional benefits, the tax value of fixed assets, inventory and intangibles regardless of the value assigned for the transfer, recapture rules, depreciation systems, income and expense allocation methods, the holding periods in art. 71, and provision systems (art. 81(1) to (11)). In a spin off, attributes move in proportion to the value of assets transferred (ITL Regulations art. 173(a) and (c)). Because the tax basis carries over (art. 81(6)), the gain is deferred, not exempted: it will be taxed when the continuing company sells.

Participation thresholds (ITL Regulations art. 172):

Type	80% test at the reorganization date
Merger into a new company	At least 80% of the new company's capital belongs to the owners of the predecessors (art. 172(a))
Merger by absorption	The owners of the absorbed companies receive a stake in the absorbing company worth at least 80% of the capital of the absorbed companies (art. 172(a))
Spin off into an existing company or joint new company	The owners of the splitting company receive a stake worth at least 80% of the assets allocated (art. 172(b))
Spin off into new companies	At least 80% of the capital of the new company or companies, taken together, belongs to the owners of the splitting company; the spin off always implies a proportional capital reduction (art. 172(b))
Same economic group transfer	80% or more of the continuing entity's capital belongs to the owner, partners or shareholders of the reorganized company, and each of them individually keeps at least 80% of what they held in the predecessor (art. 172(c))

Activity requirements for mergers and spin offs (ITL Regulations art. 172, second paragraph):

I. The companies must be going concerns at the reorganization date: carrying on their activities, or having ceased within the previous 18 months.
II. The continuing companies must carry on, for at least two years from the reorganization date, any of the activities of the reorganized companies or a related one ("permanence in the same line of business"), so that their goods or services are "essentially similar".
III. The companies must have carried on the same or related activities during the 12 months before the reorganization (or cessation), or since incorporation if shorter. A "related activity" is one that assists or complements an industrial, commercial or administrative process, or pursues a related goal (horizontal or vertical integration).
IV. The reorganization must be notified to ARCA within the term ARCA sets (see 1.6).
The reorganization date is the date on which the continuing company starts the activity of the predecessor (art. 172).
LGS publicity and registration must be complied with (art. 172).
The rules apply, as relevant, to sole proprietorships (art. 172, last paragraph).

Holding requirements (ITL art. 80, eighth and ninth paragraphs; ITL Regulations art. 175):

The owners of the predecessors must keep, for at least two years from the reorganization date, a stake in the continuing companies no lower than what they held at that date. This does not apply where the continuing company's shares are listed on a stock market and remain listed for two years.
Tax losses and promotional benefits move only if the owners held at least 80% of the predecessor for the two years before the reorganization (or since incorporation if shorter), unless the companies are listed (art. 80, last paragraph).

Partial transfers. If the reorganization does not transfer the whole business, except in a spin off, moving tax attributes requires prior ARCA approval (art. 80, fifth paragraph; RG 2513/2008 arts. 9 to 11).

Other transfers. Sales outside these categories carry no tax attributes, and if the price exceeds market value for the assets, market value is used and the excess is treated as goodwill (art. 80, seventh paragraph). For going concern sales outside the regime, ARCA may grant up to five years to pay the tax, with interest (ITL Regulations art. 176).

Breach. A change of activity within two years is a resolutory condition (art. 80, third paragraph). If any legal or regulatory requirement fails, the returns must be filed or rectified as if the operation had been done outside the regime, and the tax paid with the Law 11.683 actualización plus interest and accessories (art. 80, fourth paragraph). In a merger, all affected returns are rectified; in a spin off, the entity that changed or abandoned the activity files or rectifies (ITL Regulations art. 174). Law 11.683 resarcitory interest is 2.75% per month (MECON Res. 823/2025, art. 1). Whether the Law 11.683 actualización produces any amount today is not established in the sources reviewed (unconfirmed).

Who is liable when the shareholder breaks the holding rule. ITL Regulations art. 175 says breach triggers "the effects of art. 80 and art. 174". Art. 174(b) puts the filing duty in a spin off on the entity that changed activity, which does not fit a breach caused by a shareholder selling shares. The sources reviewed do not say which company (predecessor or continuing) bears the tax when a shareholder sells (unconfirmed).

RIGI carve out. Reorganizations carried out to set up a RIGI single project vehicle (VPU) or to make qualifying investments may use ITL art. 80 without the activity continuation requirement, without prior ARCA approval for partial transfers, without the LGS publicity and registration condition, and without the activity tests of ITL Regulations art. 172, second paragraph (Law 27.742 art. 197, BO 8 July 2024). The 80% and two year holding rules are not lifted by art. 197.

1.6 ARCA notice (AFIP RG 2513/2008)

RG 2513/2008 (BO 4 November 2008) is still the operative rule. Infoleg lists only two later norms affecting it: AFIP RG 4700/2020 (an extra period during 2020) and RG 5063/2021, which abrogated RG 4700 (Infoleg links page for RG 2513).

Who files. Each continuing entity (art. 2).
What. An electronic filing with Clave Fiscal using the AFIP application for the type of reorganization, generating form F.8005 (merger), F.8006 (spin off) or F.8007 (same group transfer) (art. 3). The rule names "SIAp" desktop applications; whether ARCA still uses those applications or has moved the filing to a web service is not confirmed by any source reviewed (unconfirmed).
When. Transmission and confirmation within 180 calendar days of the reorganization date (the date the continuing company starts the predecessor's activity); if the system rejects a timely filing, a new filing may be made up to the fifth calendar day after the deadline (art. 4).
Second step. If the system's formal checks show no inconsistency, the company must, within 60 calendar days of the day after ARCA makes the results available, file a note (RG 1128 format) with the documents in Annex II (art. 5). The notice is only treated as made on the date all Annex II items are delivered (art. 5, last paragraph).
Annex II for a merger: filing receipt; the form; proof of the LGS publications; the final merger agreement; proof of registration with the IGJ or local registry (or proof that it was started, with file number); proof of registration of the dissolution of the absorbed companies (or that it was started); regulator approvals (CNV, communications, competition tribunal), or proof the request was filed; approving minutes; special balance sheets; consolidated balance sheet; asset and debt detail certified by an independent accountant (only for sole proprietorships or de facto companies); bylaws; promotional regime details. Spin offs and same group transfers have equivalent lists; same group transfers include proof of Law 11.867 publication where applicable and the going concern transfer contract (Annex II(b) and (c)).
Extensions. If documents are missing, file what you have and request an extension online ("Reorganización de sociedades", option "Solicitar Prórroga"). Extensions cannot run past two years from the reorganization date. An exceptional extension is available where a regulator's approval needed for registration is pending (art. 6).
Failure. If the documents are not complete at the end of the period, ARCA issues a notice within 30 days; the reorganization loses its tax effects, and returns must be rectified and tax paid within 90 calendar days (art. 7).
Approval. Where applicable ARCA notifies its conformity within 30 days of the complete filing (art. 8).
Prior approval requests (partial transfers, or different depreciation or allocation methods): form F.8004, followed within 15 calendar days by a note; ARCA decides within 30 days (arts. 9 to 11).
Breach within two years. Rectify and pay with interest within 90 calendar days of the change of activity, the loss of the required stake, or the delisting (art. 15).

1.7 VAT, gross income and stamp tax

Tax	Rule	Source
VAT (national)	Transfers made as a consequence of reorganizations of companies, going concerns and businesses "comprised in art. 77" of the ITL (now art. 80) are not sales; tax balances of the reorganized companies are computable by the continuing entities	VAT Law art. 2, second to last paragraph
VAT on fixed asset refunds	If a company that obtained a VAT refund under the special investment regime is reorganized outside ITL art. 77 (now 80) before the 60 period window ends, unapplied refunds must be returned	VAT Law, refund regime provision (vat.txt, art. on investment refund) (unconfirmed)
Gross income, CABA	Income from transfers of assets in a merger, spin off or going concern reorganization is not part of the tax base, provided the reorganization meets the income tax requirements	CABA Fiscal Code art. 242(11)
Gross income, CABA, successor	A merger (new company, or absorption only for the absorbing company), a same group transfer, keeping most of the capital, or continuity of management shows "economic continuity": the registration is kept and tax obligations pass to the successor; successors are jointly liable	CABA Fiscal Code arts. 266 and 267
Gross income, PBA, successor	A merger shows economic continuity, subject as a resolutory condition to keeping the activity and the owners' stake for two years; failure means the rules apply as if there had been no reorganization. Transferable: unused credit balances, unused deductions, promotional benefits	PBA Fiscal Code art. 204 as replaced by PBA Law 15.558 art. 98 (BO 15 December 2025)
Stamp tax, CABA, corporate acts	Exempt: incorporation of companies and all acts relating to transformation, capital increase or reduction, subscription, irrevocable contributions, extension, merger, spin off, division, dissolution, liquidation and allocation	CABA Fiscal Code art. 365(41)
Stamp tax, CABA, real estate	Excluded from that exemption: transfers of CABA real estate on capital contributions, transfers of business establishments and dissolutions (art. 365(41), second paragraph). And real estate transferred on incorporation, capital increase, absorption, merger, spin off or reorganization pays stamp tax on the highest of the agreed price, the tax valuation or the reference real estate value, when the transfer deed is executed	CABA Fiscal Code art. 328
Stamp tax, CABA, rate 2026	1% general rate; 3.50% for real estate transfers, or 2.70% if the highest value is not above ARS 226,100,000 (US$144,574)	CABA Tax Law 2026 (Law 6927), Annex arts. 30 and 34
Stamp tax, PBA and other provinces	Not reviewed: the PBA Fiscal Code and the other provincial codes are not in the sources	(unconfirmed)

A numbering problem in CABA. The 2026 Tax Law (Annex art. 34) applies the 3.50% rate to "arts. 330, 331 and 332 of the Fiscal Code". In the consolidated Fiscal Code approved by Decree 172/2026 (dated 4 May 2026), arts. 330 to 332 deal with exchanges (permutas) and the general onerous real estate transfer rule is art. 325. The cross reference seems to follow the numbering of the previous consolidated text. The page assumes the 3.50% rate applies to the art. 328 base (unconfirmed).

1.8 Merger control (Law 27.442)

The full regime is in /guide/regulation/antitrust/. Points specific to reorganizations:

A merger is one of the listed forms of economic concentration (Law 27.442 art. 7(a)).
Threshold: combined Argentine turnover of the affected companies above 100,000,000 mobile units, which is ARS 145,005,000,000 (US$92,720,123) in 2026 with the unit at ARS 1,450.05 (Law art. 9; TDC Res. 6/2026).
Exemption (a): acquisitions of companies in which the buyer already held more than 50% of the shares are exempt, unless the nature of control changes (Law art. 11(a)). A merger between two companies wholly owned by the same parent involves no change of ultimate control, but the Law does not expressly address intra group mergers, and the merger form is listed in art. 7(a) regardless of control (unconfirmed).
Timing for mergers. Under the suspensory regime that starts at 00:00 on 17 November 2026 (TDC Disp. 29/2026, BO 22 September 2026), a notifiable merger must be notified before signing the final merger agreement under LGS art. 83(4), and notifiable acts cannot be formalised by deed or registered with the Public Registry until approved (Decree 480/2018, Annex, art. 9, as summarised in the antitrust page). Filings made before that date on a binding agreement keep the transitional regime (antitrust page, citing TDC Disp. 29/2026).
ARCA link. If competition approval is pending, the ARCA Annex II package may include proof that approval was requested, and an exceptional extension of the ARCA period is available (RG 2513/2008 art. 6 and Annex II).

1.9 Employees (LCT arts. 225 to 230)

Transfer of establishment (art. 225, as replaced by Law 27.802 art. 46). On a transfer "by any title", all obligations under the employment contract pass to the successor, including those arising from the transfer, as set out in art. 228. The contract continues with the successor, and the employee keeps seniority and related rights.
Constructive dismissal (art. 226). The employee may treat the contract as terminated if the transfer causes harm serious enough under the art. 242 standard, with special weight to changes in the business purpose, functions or position, or a separation of sections or branches that reduces the employer's financial responsibility. This is the specific risk in a spin off that moves employees to a smaller entity.
Joint liability (art. 228, as replaced by Law 27.802 art. 47). Transferor and transferee are jointly liable for employment obligations existing at the transfer that the transferee "should or could have known". Information that was hidden or defective and not known to the transferee after due diligence relieves it of joint liability. This due diligence defence is new since 6 March 2026.
Assignment of personnel without the establishment (art. 229) needs the employee's express written consent and leaves both employers jointly liable.
In a merger by absorption the absorbing company already succeeds universally under LGS art. 82; LCT art. 225 confirms the continuity of contracts.

Step by step

Plan the tax qualification first. Check the 80% test (ITL Regulations art. 172(a)), the 12 month prior activity and going concern tests, and whether the business will stay in the same line for two years. If tax losses matter, check the two year 80% ownership history (ITL art. 80, last paragraph). If anything is a partial transfer other than a spin off, plan an F.8004 prior approval (RG 2513/2008 art. 9).
Check merger control. Compute Argentine turnover of the affected companies against ARS 145,005,000,000; check art. 11 exemptions. If notifiable and the final agreement will be signed on or after 17 November 2026, notification and clearance must come before the final agreement (see 1.8).
Check regulators and contracts. Change of control or assignment clauses, licences, CNV if listed (unconfirmed), sector regulators.
Prepare special balance sheets for all companies at the same date, on identical criteria, with audit reports and síndico reports where applicable (LGS art. 83(1)(b); IGJ Rules art. 146(2)). Prepare the consolidated merger balance sheet (art. 146(3)).
Sign the prior merger commitment within three months of the balance sheet date (LGS art. 83(1)).
Deposit documents at each seat at least 15 days before the meetings (art. 83(2)).
Hold the meetings. Approve the commitment, balance sheets, dissolution of the absorbed company, and capital increase and bylaw amendment of the absorbing company. Convening notices are needed for SAs unless the meeting is unanimous (IGJ Rules art. 146(7)(b)). All approvals within three months of the commitment (LGS art. 86).
Publish the art. 83(3) notice for three days in the Boletín Oficial and in a national newspaper.
Handle oppositions during the 15 days; pay or secure opposing creditors; wait a further 20 days.
Withdrawals. Record dissenting shareholders in SAs (5 and 15 day terms, art. 245) and SRLs.
Sign the final merger agreement, normally by notarial deed, with the content of art. 83(4).
Notify employees and unions as needed, and update payroll registrations under the continuing employer (unconfirmed). Contracts continue under LCT art. 225.
File with IGJ the art. 146 package, with precalification opinions for each company, the art. 10 notice for the bylaw amendment, and tasa retributiva where applicable. Expect 20 business days if there are no observations (art. 48(2)(c)).
Registry transfers. IGJ issues orders to property registries for real estate and registrable movables (LGS art. 84; IGJ Rules art. 149). Pay CABA stamp tax on any CABA real estate (CABA Fiscal Code art. 328).
Start operations in the continuing company. That start date is the reorganization date for tax purposes (ITL Regulations art. 172). Record it carefully: it starts the 180 day ARCA clock and both two year periods.
File with ARCA F.8005 within 180 days; confirm the filing; then file the Annex II note within 60 days of the control results (RG 2513/2008 arts. 2 to 5). Request extensions if registration is still pending (art. 6).
Provincial gross income. Report the merger through the Padrón Federal if the companies are under the Multilateral Agreement (COMARB RG CA 5/2019 art. 3, as summarised in /guide/taxes/gross-income/); keep the registration of the continuing taxpayer (CABA Fiscal Code art. 266).
Monitor for two years. Activity, shareholdings, listing. Any breach starts a 90 day rectification period (RG 2513/2008 art. 15).
Close out the absorbed company's tax registrations (unconfirmed).

Costs and timelines

2.1 Company law deadlines

Step	Term	Source
Transformation balance sheet date	No more than 1 month before the agreement	LGS art. 77(2)
Transformation documents at seat	At least 15 days before the agreement	LGS art. 77(2)
Transformation notice	1 day	LGS art. 77(4)
Transformation withdrawal	15 days from the agreement (unless the contract says otherwise)	LGS art. 78
Transformation registration	Lapses if not registered within 3 months (unless due to normal processing)	LGS art. 81
Merger special balance sheets	Same date, no more than 3 months before the prior commitment	LGS art. 83(1)(b)
Merger documents at seat	At least 15 days before the meeting	LGS art. 83(2)
Merger and spin off notice	3 days in legal gazette and a national newspaper	LGS arts. 83(3) and 88(4)
Creditor opposition	15 days from last publication	LGS arts. 83(3) and 88(5)
Waiting period before final agreement	20 days after the opposition period	LGS art. 83(3)
Approving resolutions	Any party may withdraw if not all obtained within 3 months	LGS art. 86
Spin off balance sheet	No more than 3 months before the resolution	LGS art. 88(2)
SA withdrawal	Dissenters 5 days; absentees 15 days from the meeting's close	LGS art. 245
SA reimbursement	Within 1 year of the meeting's close	LGS art. 245
IGJ service target	20 business days for transformation, merger, spin off	IGJ Rules art. 48(2)(c)
IGJ resolution on a rejection request	30 business days	IGJ Rules art. 48

2.2 Tax deadlines and thresholds

Item	Figure	Source
Ownership continuity at reorganization date	80%	ITL Regulations art. 172
Activity before reorganization	Same or related activity for 12 months; going concern or ceased within 18 months	ITL Regulations art. 172(I) and (III)
Activity after reorganization	2 years	ITL art. 80; ITL Regulations art. 172(II)
Holding by former owners after reorganization	2 years, no less than the stake at the reorganization date	ITL art. 80; ITL Regulations art. 175
Holding to carry tax losses	80% for 2 years before (or since incorporation)	ITL art. 80, last paragraph
Listed company exception	Listing kept for 2 years	ITL art. 80
ARCA electronic filing	180 calendar days from reorganization date, plus 5 days if rejected	RG 2513/2008 art. 4
ARCA note with Annex II	60 calendar days from ARCA's control results	RG 2513/2008 art. 5
Maximum extension	2 years from reorganization date	RG 2513/2008 art. 6
Rectify after failed notice	90 calendar days from ARCA's notice	RG 2513/2008 art. 7
Rectify after breach	90 calendar days from the breach	RG 2513/2008 art. 15
Prior approval note	15 calendar days after F.8004; ARCA decides in 30 days	RG 2513/2008 arts. 10 and 11
Resarcitory interest	2.75% per month	Law 11.683 art. 37; MECON Res. 823/2025 art. 1
Payment plan for going concern sales outside the regime	Up to 5 years	ITL Regulations art. 176

2.3 Tax rates relevant to the cost of failing

Tax	2026 rate or amount	Source
Corporate income tax	25% up to ARS 133,514,185.74; ARS 33,378,546.43 plus 30% on the excess up to ARS 1,335,141,857.38; ARS 393,866,847.93 plus 35% above	ITL art. 73(a); ARCA scale 2026
VAT general rate	21%	VAT Law art. 28
CABA stamp tax, general	1.00%	CABA Law 6927, Annex art. 30
CABA stamp tax, real estate	3.50% (2.70% up to ARS 226,100,000)	CABA Law 6927, Annex art. 34
PBA DPPJ fee, mergers and spin offs	360 UT = ARS 99,000 (UT ARS 275)	PBA Law 15.558 arts. 53 and 58(15)
Merger control threshold	ARS 145,005,000,000	Law 27.442 art. 9; TDC Res. 6/2026
De minimis exemption	ARS 29,001,000,000 (deal value and Argentine assets, each)	Law 27.442 art. 11(e)

2.4 Timeline of norms

Date (BO unless stated)	Norm	Relevance
30 Mar 1984	Decree 841/1984	Consolidated text of Law 19.550
4 Nov 2008	AFIP RG 2513/2008	ARCA reorganization notice; applies to filings from 15 Dec 2008 (art. 17)
15 May 2018	Law 27.442	Competition Law
6 Dec 2019	Decree 824/2019	ITL t.o. 2019; reorganization moves to art. 80
9 Dec 2019	Decree 862/2019	ITL Regulations; reorganization in arts. 172 to 176
21 Dec 2023	DNU 70/2023 art. 347	Replaces LGS art. 77(1)
8 Jul 2024	Law 27.742 art. 197	RIGI reorganizations relaxed
14 Aug 2024	Decree 730/2024	Meaning of "members" in LGS art. 77(1)
15 Jul 2024 (dated)	IGJ RG 15/2024	New IGJ Rules; arts. 143 to 152 on reorganizations
10 Feb 2025 (dated)	IGJ RG 5/2025	Transformation into Section IV companies
1 Jul 2025	MECON Res. 823/2025	Resarcitory interest 2.75% per month
15 Dec 2025	PBA Law 15.558	PBA tax law 2026; art. 98 replaces Fiscal Code art. 204; DPPJ fees
19 Dec 2025	CABA Law 6927	CABA Tax Law 2026
16 Jan 2026	TDC Res. 6/2026	Mobile unit ARS 1,450.05
6 Mar 2026	Law 27.802 arts. 46 and 47	Replaces LCT arts. 225 and 228
4 May 2026 (dated)	CABA Decree 172/2026	Consolidated CABA Fiscal Code
12 May 2026 (dated)	IGJ RG 3/2026	Director guarantee; precalification check in mergers and spin offs
22 May 2026 (dated)	IGJ RG 4/2026	Foreign reorganizations of branch holders (art. 174)
18 Sep 2026 (dated)	IGJ RG 11/2026	Precalification dispensed for incorporations only
22 Sep 2026	TDC Disp. 29/2026	Suspensory merger control from 17 Nov 2026

Worked examples

Facts. A foreign parent ("Parent") owns 100% of two CABA companies: Alfa SA (distribution) and Beta SA (logistics services to Alfa and third parties). Beta was incorporated 30 months ago and has always been 100% owned by Parent. Alfa will absorb Beta. Neither company is listed. Both have December year ends. Other assumptions:

Item (Beta)	ARS	US$
Market value of Beta's assets (trucks, warehouse equipment, client contracts)	5,000,000,000	3,197,135
Tax basis of those assets	3,200,000,000	2,046,167
Latent gain	1,800,000,000	1,150,969
Of which inventory (spare parts), at market	800,000,000	511,542
Beta's unexpired tax loss carryforward	600,000,000	383,656
Beta's other taxable income in the year (assumption that puts the gain in the 35% bracket)	1,500,000,000	959,141
Beta owns real estate in CABA	None

Step 1. 80% test. Before: Parent holds 100% of Beta. After: Beta's capital is cancelled and Alfa issues new shares to Parent; Parent holds 100% of Alfa. The value of Parent's stake in Alfa attributable to Beta is 100% of Beta's capital, which is above 80% (ITL Regulations art. 172(a)). Passed. In practice, when the parent owns both companies 100%, the exchange ratio only allocates new Alfa shares to Parent; the IGJ does not require an accountant's justification of the exchange ratio if the meetings are unanimous (IGJ Rules art. 146(6)).

Step 2. Activity tests. Both are going concerns; logistics is "related" to distribution because it complements a commercial process (vertical integration) (ITL Regulations art. 172(III), second paragraph). Alfa must continue logistics or distribution for two years. Passed if the plan holds.

Step 3. Tax loss carryforward. Parent held 100% of Beta for the 30 months before the reorganization, more than the 80% for two years required (ITL art. 80, last paragraph). The ARS 600,000,000 loss moves to Alfa (art. 81(1)) (unconfirmed).

Step 4. Merger control. Parent already controls both companies (100%), so the nature of control does not change. The exemption in Law 27.442 art. 11(a) is the natural fit, but its wording covers "acquisitions" where the buyer already held more than 50%, and the Law does not mention intra group mergers (unconfirmed).

Step 5. What tax is avoided or preserved.

Item	Outside the regime	Under ITL art. 80	Difference ARS	US$
Income tax on Beta's latent gain: 1,800,000,000 × 35%	630,000,000	0 (deferred: Alfa keeps the ARS 3,200,000,000 basis, art. 81(6))	630,000,000	402,839
Value of the transferred tax loss at 35%: 600,000,000 × 35%	Lost on dissolution	Usable by Alfa	210,000,000	134,280
Total tax effect			840,000,000	537,119
VAT on the inventory: 800,000,000 × 21%	168,000,000 charged by Beta and creditable by Alfa (cash flow cost)	Not a sale (VAT Law art. 2)	168,000,000 of cash flow	107,424
CABA gross income on the transfer	Taxable at Beta's rate	Not part of the base (CABA Fiscal Code art. 242(11))	depends on rate
CABA stamp tax on the merger acts		Exempt (CABA Fiscal Code art. 365(41)); no real estate	0	0

The 35% rate is used because Beta's assumed other income (ARS 1,500,000,000) already exceeds the ARS 1,335,141,857.38 bracket limit, so the whole gain would fall in the 35% bracket (ITL art. 73(a); ARCA scale 2026). If Beta's income were lower, part of the gain would be taxed at 25% or 30%.

Step 6. Timeline (minimum statutory terms, assuming no oppositions and a unanimous meeting).

Date	Step	Rule
31 Dec 2026	Special balance sheets of Alfa and Beta (year end balance sheets can be used if they meet the requirements)	LGS art. 83(1)(b)
15 Mar 2027	Prior merger commitment signed (within 3 months of 31 Dec)	LGS art. 83(1)
15 Mar to 30 Mar 2027	Documents at seats for 15 days	LGS art. 83(2)
31 Mar 2027	Unanimous meetings of both companies	LGS arts. 83(2) and 244
5, 6 and 7 Apr 2027	Three day notice in the Boletín Oficial and a national newspaper	LGS art. 83(3)
22 Apr 2027	End of 15 day opposition period	LGS art. 83(3)
12 May 2027	End of 20 day waiting period; final agreement can be signed	LGS art. 83(3)
14 May 2027	Final merger agreement by deed	LGS art. 83(4)
21 May 2027	IGJ filing	IGJ Rules art. 146
about 21 Jun 2027	IGJ registration if no observations (20 business days)	IGJ Rules art. 48(2)(c)
1 Jul 2027	Alfa starts operating Beta's logistics business: reorganization date	ITL Regulations art. 172
28 Dec 2027	Last day for the F.8005 electronic filing (180 calendar days)	RG 2513/2008 art. 4
Within 60 days of ARCA's control results	Annex II note	RG 2513/2008 art. 5
1 Jul 2029	End of the two year activity and holding periods	ITL art. 80

Day counts in the LGS are treated here as calendar days; whether LGS terms are calendar or business days is a matter of interpretation that should be checked with the registry (unconfirmed). The dates for the publications and the IGJ term are illustrative.

Step 7. Cost to do it (Example 1). No new capital. Public fees: IGJ fees for SAs (unconfirmed); Boletín Oficial notice for three days and the art. 10 notice (unconfirmed); three days in a national newspaper (unconfirmed). Professional fees for special balance sheets, audit reports, consolidated balance sheet, precalification opinions and notarial deed are not regulated in the sources (unconfirmed). Months: about 6 months from the balance sheet date to IGJ registration on the dates above, and 2.5 years of tax monitoring from the reorganization date.

What could go wrong. If Parent sells 30% of Alfa to an investor in, say, month 14 after the reorganization date, Parent no longer holds a stake "no lower" than at the reorganization date (ITL art. 80; ITL Regulations art. 175). The returns must be rectified within 90 days, paying ARS 630,000,000 on the gain, giving up the loss value, plus 2.75% monthly interest from the original due dates (RG 2513/2008 art. 15(b); MECON Res. 823/2025). The investor's due diligence should catch this.

Facts. Gamma SA (CABA) runs a manufacturing business and for many years has also leased out two office floors and a warehouse it owns in CABA to third parties. Its two shareholders, an Argentine family holding company (60%) and a foreign investor (40%), want to separate the real estate into a new company, Inmo SA, so that the manufacturing business can later be sold without the property. Gamma will make a spin off of type II (LGS art. 88(II)): part of its assets form a new company, and Inmo SA shares are allocated 60/40 to the same shareholders, with a proportional capital reduction in Gamma.

Item	ARS	US$
Tax basis of the real estate in Gamma	2,000,000,000	1,278,854
Market value	9,000,000,000	5,754,844
Latent gain	7,000,000,000	4,475,990
Reference real estate value (VIR) set by AGIP	8,500,000,000	5,435,130
Tax valuation (Valuación Fiscal Homogénea)	3,000,000,000	1,918,281
Gamma's other taxable income in the year	1,500,000,000	959,141

Step 1. Company law. Special balance sheet no older than three months before the resolution (LGS art. 88(2)); unanimous meeting (both shareholders vote), so no report on how the capital reduction is implemented is needed (IGJ Rules art. 151(8)); three day notice and 15 plus 20 days for creditors (art. 88(4) and (5)); then incorporation of Inmo SA (minimum capital ARS 30,000,000, US$19,183, see /guide/entities/sa-sau/) and amendment of Gamma's bylaws, registered under art. 84 (art. 88(6)). If Gamma's capital is at the LGS art. 299(2) level (above ARS 2,000,000,000), a síndico or auditor report on the reduction is needed (IGJ Rules art. 151(7)).

Step 2. 80% test. 100% of Inmo SA's capital belongs to Gamma's shareholders, in the same 60/40 proportion (ITL Regulations art. 172(b)). Passed. A non proportional allocation, such as giving all of Inmo SA to the family holding, is accepted by the IGJ if unanimous (IGJ Rules art. 151(1)(a)), but the tax test for new companies looks at the capital of the new companies "considered together" belonging to the owners of the predecessor, so it may still pass at entity level; the individual position of each shareholder is tested only in the "same economic group" category (art. 172(c)) (unconfirmed).

Step 3. Activity tests: the main risk. Leasing real estate must be an activity Gamma actually carried on in the 12 months before the spin off, and Inmo SA must carry it on for two years (ITL Regulations art. 172(II) and (III)). In this example Gamma leased the floors and warehouse to third parties, which supports the test. If the property had only been used by Gamma itself (for example its own head office), the claim that Inmo SA continues "an activity of the reorganized company or a related one" is much weaker, even if Inmo SA leases the property back to Gamma. The sources reviewed do not settle whether a lease back counts as a "related activity" that "assists or complements" Gamma's process (unconfirmed).

Step 4. What tax is avoided.

Item	Outside the regime	Under ITL art. 80	ARS	US$
Income tax on Gamma's gain: 7,000,000,000 × 35%	2,450,000,000	0 (Inmo SA keeps the ARS 2,000,000,000 tax basis, art. 81(6))	2,450,000,000	1,566,596
CABA stamp tax on the real estate transfer: 8,500,000,000 × 3.50%	297,500,000	Still payable (CABA Fiscal Code art. 328)	0 saved	0 saved
CABA gross income on the transfer	Taxable	Excluded (CABA Fiscal Code art. 242(11))

The stamp tax base is the highest of price, tax valuation and VIR (art. 328). There is no price in a spin off; VIR (ARS 8,500,000,000) exceeds the tax valuation (ARS 3,000,000,000) and the ARS 226,100,000 limit, so the 3.50% rate applies (CABA Law 6927, Annex art. 34), subject to the numbering issue noted in 1.7 (unconfirmed). Who pays the stamp tax between Gamma and Inmo SA is not addressed in the sources reviewed (unconfirmed).

What the shareholders get: the spin off defers Gamma's ARS 2,450,000,000 (US$1,566,596) of tax. It does not eliminate it: Inmo SA inherits a low basis, and a later sale of the property by Inmo SA will be taxed on the full gain from ARS 2,000,000,000.

Step 5. The holding period risk, in numbers. The reason for the spin off was to sell the manufacturing business. Suppose:

Reorganization date (Inmo SA starts leasing): 1 March 2027.
Gamma's FY 2027 income tax return is filed and paid on time in 2028 (due date assumed to be mid May 2028 (unconfirmed)).
In month 18, on 1 September 2028, the shareholders sell 100% of Gamma to a trade buyer.

The former owners no longer keep their stake in a continuing company for two years (ITL art. 80, eighth paragraph; ITL Regulations art. 175). The spin off loses its tax neutrality retroactively:

Item	ARS	US$
Income tax on Gamma's gain for FY 2027, as if outside the regime	2,450,000,000	1,566,596
Resarcitory interest: 2.75% per month × about 6 months (mid May 2028 due date to payment in mid November 2028, inside the 90 day window of RG 2513/2008 art. 15(b)) = 16.5%	404,250,000	258,488
Total	2,854,250,000	1,825,085
Plus any Law 11.683 actualización and possible penalties	(unconfirmed)

Interest is simple monthly interest at the rate fixed by MECON Res. 823/2025 art. 1; ARCA's actual calculation method and day count may differ (unconfirmed). The breach here was caused by selling Gamma, not Inmo SA, and the text speaks of keeping a stake in "the continuing companies". Whether the splitting company that survives (Gamma) counts as a "continuing company" for the holding test is not stated expressly in the sources (unconfirmed). A buyer of Gamma would inherit the contingency if the tax falls on Gamma, which is why such sales normally wait until the two years have passed or carry an indemnity.

Step 6. Lower risk alternatives. (a) Wait until 1 March 2029 before selling either company. (b) Sell the manufacturing business as a going concern from Gamma instead of selling the shares, accepting tax on that sale. (c) If the companies were listed and stayed listed for two years, the holding requirement would not apply (ITL art. 80, ninth paragraph). Each alternative needs modelling with the facts.

Cost to do it (Example 2). Capital of Inmo SA: ARS 30,000,000 (US$19,183) minimum, normally covered by the equity allocated in the spin off. CABA stamp tax: ARS 297,500,000 (US$190,230). IGJ incorporation fee for Inmo SA and Boletín Oficial notices (unconfirmed). Property registry fees for the transfer orders (unconfirmed). Professional work: special balance sheet and audit report, precalification opinions for Gamma and Inmo SA, title certificates (IGJ Rules art. 151(9)), notarial deed. Months: about 5 to 8 months to registration (unconfirmed), plus two years of monitoring.

Practical traps

The tax clock starts on the operating date, not on registration. The reorganization date is when the continuing company starts the predecessor's activity (ITL Regulations art. 172; RG 2513/2008 art. 4). If operations are moved before IGJ registration, the 180 day ARCA period may run out before registration. Annex II accepts proof that registration was started, and extensions are available up to two years (RG 2513/2008 art. 6 and Annex II).
The notice is only "made" when the Annex II package is complete (RG 2513/2008 art. 5). An electronic filing alone does not protect the benefit (art. 7).
Old article numbers. RG 2513/2008 and the VAT Law refer to "art. 77" of the ITL and "art. 105" of the regulation. Forms and internal manuals often do too. The rules have not changed in substance; the numbers have.
Deferral is not exemption. The continuing company keeps the predecessor's tax basis (ITL art. 81(6)). Price the latent tax into any later sale.
Shareholder sales within two years destroy the benefit retroactively (ITL art. 80; RG 2513/2008 art. 15(b)), even if the business continues. This includes indirect changes if the "owners" are measured at the level of direct shareholders (unconfirmed).
Tax losses need history. Losses move only if the owners held 80% for the two years before the reorganization (ITL art. 80, last paragraph). A merger right after an acquisition can lose the target's losses.
Partial transfers other than spin offs need ARCA's prior approval to carry attributes (ITL art. 80, fifth paragraph). A going concern carve out sold to a sister company is not a spin off.
Same group transfers have an individual test. Each owner must keep at least 80% of what they held (ITL Regulations art. 172(c)), and Law 11.867 bulk transfer publicity may be required (RG 2513/2008 Annex II(c)).
CABA stamp tax on real estate survives. The merger and spin off exemption (CABA Fiscal Code art. 365(41)) does not cover real estate transfers; art. 328 taxes them on VIR if higher. Budget it.
The 20 day wait is after the 15 days. The final agreement can only be signed 35 days after the last publication (LGS art. 83(3)).
Approvals within three months. If any company's approval slips beyond three months from the commitment, the other party may walk away (LGS art. 86).
Balance sheets expire. Merger and spin off balance sheets cannot be more than three months old at the commitment or resolution date (LGS arts. 83(1)(b) and 88(2)); transformation balance sheets no more than one month (art. 77(2)).
Negative equity in the absorbing company blocks IGJ registration unless the meeting expressly reverses the dissolution cause (IGJ Rules art. 148).
Withdrawal rights are asymmetric. In an SA, shareholders of the absorbing company have no withdrawal right; the wording of art. 245 ("and in the spin off") is read by some as also excluding withdrawal in spin offs, while art. 88(1) applies arts. 78 and 79. This is a known interpretive conflict (unconfirmed). For an SRL, art. 160 grants withdrawal for both.
Employees in a spin off may claim constructive dismissal if moved to a weaker entity (LCT art. 226). The new due diligence defence in LCT art. 228 protects the transferee only for hidden or defective information that due diligence could not reveal.
Merger control from 17 November 2026. If notifiable, a merger cannot be signed as final, recorded by deed or registered before clearance (see the antitrust page). Build the review period into the timetable.
Precalification is not optional for mergers and spin offs in CABA (IGJ Rules arts. 146 and 151), despite the 2026 relaxation for incorporations.
Transformation is not on the ITL art. 80 list. It is not a transfer (LGS art. 74), so it should have no income tax effect, but the ARCA formalities to update the legal form are not in the sources reviewed (unconfirmed). Transforming into a Section IV company under IGJ RG 5/2025 may change how the entity is taxed (unconfirmed).

Recent changes

22 September 2026. TDC Disp. 29/2026 fixed 17 November 2026 as the start of the suspensory merger control regime (antitrust page).
18 September 2026. IGJ RG 11/2026 dispensed precalification for incorporations; mergers and spin offs still need it (IGJ Rules art. 47 as replaced).
22 May 2026. IGJ RG 4/2026 replaced IGJ Rules art. 174: continuing companies of foreign mergers or spin offs register under art. 164.
12 May 2026. IGJ RG 3/2026 replaced IGJ Rules art. 70: free form director guarantees, verified in the precalification opinion for new companies formed by merger or spin off.
4 May 2026. CABA Decree 172/2026 approved a consolidated Fiscal Code (arts. 242(11), 266, 267, 328 and 365(41) cited here).
6 March 2026. Law 27.802 replaced LCT art. 225 (transfer of establishment) and art. 228 (joint liability with a due diligence defence).
16 January 2026. TDC Res. 6/2026: mobile unit ARS 1,450.05, merger control threshold ARS 145,005,000,000.
15 and 19 December 2025. PBA Law 15.558 (PBA Fiscal Code art. 204 on economic continuity, with two year conditions; DPPJ fee 360 UT for mergers and spin offs) and CABA Law 6927 (stamp tax rates for 2026).
1 July 2025. Resarcitory interest 2.75% per month (MECON Res. 823/2025, as summarised in the procedure page).
10 February 2025. IGJ RG 5/2025 on transformation into Section IV companies.
2024. Law 27.742 art. 197 (BO 8 July 2024) relaxed art. 80 for RIGI vehicles; IGJ RG 15/2024 (dated 15 July 2024) replaced the IGJ Rules with the reorganization chapter in arts. 143 to 152; Decree 730/2024 (BO 14 August 2024) on LGS art. 77(1).
21 December 2023. DNU 70/2023 art. 347 replaced LGS art. 77(1).

Pending changes

ARCA filing system. RG 2513/2008 still describes desktop SIAp applications and floppy disk era requirements. No replacement resolution appears in Infoleg's list of amending norms. Check whether ARCA has issued a new web service or a replacement RG (unconfirmed).
ANC practice on intra group mergers under the suspensory regime (Law 27.442 arts. 7 and 11(a)) is not yet visible in published decisions (unconfirmed).
CABA Tax Law cross references to the renumbered Fiscal Code (art. 34 referring to arts. 330 to 332) need correction or confirmation (unconfirmed).
Fees. IGJ fee amounts for stock companies and the Boletín Oficial notice tariff were not available in the sources (unconfirmed). The 2027 CABA and PBA tax laws, usually passed late in the year, may change stamp tax rates and fees (unconfirmed).
LGS reform. No bill amending LGS arts. 74 to 88 was found in the sources reviewed (unconfirmed).

FAQ

1. Does a merger in Argentina trigger income tax? Not if it meets ITL art. 80 and ITL Regulations art. 172: 80% ownership continuity, going concern and 12 month prior activity tests, two years of continued activity, two years of unchanged stakes, LGS publicity and registration, and notice to ARCA within 180 days (RG 2513/2008 art. 4). If any condition fails, returns are rectified as if the deal had been taxable.

2. When does the two year period start? On the reorganization date, which is the date the continuing company starts the predecessor's activity (ITL Regulations art. 172; RG 2513/2008 art. 4). It is not the date of the shareholder meeting or of IGJ registration.

3. Can a spin off be used to separate real estate from an operating business without tax? Yes, if leasing or exploiting the real estate is an activity the company actually carried on in the previous 12 months and the new company continues it for two years, and the shareholders keep their stakes for two years (ITL Regulations art. 172; ITL art. 80). Income tax is deferred, but CABA stamp tax on the property transfer is still due (CABA Fiscal Code art. 328). Property used only by the business itself is a weaker case.

4. Can creditors block a merger? They can oppose within 15 days of the last publication. Opposition does not stop the process, but the final agreement cannot be signed for a further 20 days, so that unpaid or unsecured creditors can seek a court attachment (LGS art. 83(3)). The final agreement and the IGJ filing must list opposing creditors and how they were treated (LGS art. 83(4)(c); IGJ Rules art. 146(1)(e)).

5. Do employees have to consent to move to the new company? Not when the establishment or business is transferred: contracts continue with the successor with seniority preserved (LCT art. 225). Consent in writing is required only if personnel are assigned without the establishment (LCT art. 229). Employees may claim constructive dismissal if the transfer seriously harms them (LCT art. 226).

6. Do we need merger control clearance for an intra group merger? A merger is a listed concentration (Law 27.442 art. 7(a)), but acquisitions where the buyer already held more than 50% are exempt if the nature of control does not change (art. 11(a)). How this applies to mergers between sister companies is not spelled out (unconfirmed). If the group is above the ARS 145,005,000,000 turnover threshold, consider an advisory opinion (art. 10).

7. What happens to the absorbed company's tax losses? They move to the absorbing company if the reorganization qualifies and the owners held at least 80% of the absorbed company for the two years before (or since incorporation) (ITL arts. 80 and 81(1)). Otherwise they are lost.

8. How long does a merger take? From the special balance sheet date, the statutory minimums (commitment within 3 months, 15 days of document availability, 3 days of publication, 15 plus 20 days for creditors) and the IGJ 20 business day target give about 5 to 8 months in practice (unconfirmed). Merger control clearance, regulator approvals or IGJ observations add time.

9. Is VAT charged on assets transferred in a reorganization? No. Transfers resulting from reorganizations that qualify under the ITL reorganization article are not "sales" for VAT, and VAT credit balances move to the continuing company (VAT Law art. 2).

10. Can we change an SRL into an SA without a merger? Yes, by transformation (LGS arts. 74 to 81): the company keeps its legal identity and rights. It needs a special balance sheet no older than one month, the required approvals, a one day notice and registration within three months, or the decision lapses (arts. 77 and 81). The new SA must meet SA rules such as the ARS 30,000,000 minimum capital (see /guide/entities/sa-sau/).

11. What if ARCA's notice is filed late? Within 180 days the filing can be made; a rejected timely filing can be redone within five days after the deadline (RG 2513/2008 art. 4). If the Annex II package is not complete by the end of the 60 day period or any extension, ARCA notifies the failure and the reorganization loses its tax effects; returns must be rectified and tax paid within 90 days (art. 7). RG 2513/2008 has no rule on late filing after 180 days (unconfirmed).

12. Does the RIGI change these rules? For reorganizations made to set up a RIGI vehicle or make qualifying investments, Law 27.742 art. 197 removes the activity continuation requirement, the prior approval for partial transfers, the LGS publicity condition and the activity tests of ITL Regulations art. 172, second paragraph. The 80% test and the two year holding rule remain.

For how corporate income tax works in general, see /guide/taxes/corporate-income-tax/.

Published 27 Oct 2026 from our research draft. Points marked (unconfirmed) have not yet been checked line by line against the official text; rely on the primary sources linked below before acting, and expect this page to change as we verify it.