SAS vs SRL vs SA: which should a foreign founder choose?

Last verified: 26 Oct 2026 · Status: Changing

Short answer. A solo foreign founder usually picks an SAS: one shareholder allowed, minimum capital of two minimum wages (ARS 797,600 in November 2026). An SRL needs at least two partners. A foreign group wanting a wholly owned subsidiary picks an SAU, or an SA with two group shareholders, for RIGI eligibility, a path to public offering and fewer registration doubts.

As of 26 Oct 2026. Rules in force at that date.

Key rules

Feature	SAS	SRL	SA / SAU
Law	Law 27.349 arts. 33 to 62	LGS arts. 146 to 162	LGS arts. 163 to 307
Members	1 or more (art. 34)	2 to 50 (arts. 1 and 146)	SA 2 or more; SAU exactly 1 (art. 1)
Minimum capital	2 × minimum wage (art. 40): ARS 797,600 (US$510) in Nov 2026	None	ARS 30,000,000 (US$19,183) (art. 186; Decree 209/2024 art. 1)
Paid at signing	25% cash, rest in 2 years (art. 41)	25%, rest in 2 years (art. 149)	SA 25% (art. 187); SAU 100% (arts. 11(4) and 187)
Governance	Individual managers (art. 50)	Gerentes (art. 157)	Board of directors (art. 255)
Resident management	At least one resident manager (art. 51)	Not settled in the text	Absolute majority of directors (art. 256)
Transfers	Approval or a ban up to 10 years (art. 48)	Limits allowed, bans not (arts. 152 and 153)	Limits allowed, bans not (art. 214)
Síndico and state supervision	Optional (art. 53); cannot fall under art. 299(3) to (5) (art. 39)	Required only if capital reaches the art. 299(2) amount (art. 158)	Required under art. 299 (art. 284): e.g. capital above ARS 2,000,000,000 (MJ Res. 10/2024), every SAU (art. 299(7))
RIGI vehicle	Not listed	Yes	Yes (Law 27.742 art. 169(a))
Raising capital	Share classes, plural votes (arts. 46 and 47)	One vote per quota (art. 161); no public offering	Classes, up to 5 votes per share (art. 216); public offering possible
Setup time	24 hours with model bylaws (art. 38), suspended in CABA (IGJ RG 12/2024 art. 3)	General LGS terms (art. 6)	General LGS terms; deed required (art. 165)

Registry: that of the domicile in the bylaws (LGS art. 5), the IGJ in the City of Buenos Aires (CABA) or a provincial body. Foreign shareholders register there under LGS art. 123 (IGJ Rules art. 164, as cut down by IGJ RG 4/2026).

Decision rule.

One founder, small budget, no plan for RIGI: SAS.
Two or more closely held partners, no investor round: SRL.
Foreign parent with no second shareholder, or a project that may apply for RIGI: SAU, or an SA with a second group company.
Investor rounds or a future listing: SA.

What changes the answer

Province. Fees and speed depend on the registry; the current IGJ fee could not be read (IGJ vs provinces).
RIGI. The SAS is not on the list in Law 27.742 art. 169(a).
Dividends abroad. Paying dividends abroad through the FX market without prior approval needs audited annual statements (BCRA "Exterior y Cambios" point 3.4.4.1), for every type.
Size. Capital above ARS 2,000,000,000 (US$1,278,854) puts an SA under permanent state supervision (art. 299(2)); an SRL reaching it needs a síndico (art. 158).

Worked examples

Pesos at dólar MEP ARS 1,563.90 per US$, 23 Oct 2026 (dólar MEP selling rate, dolarapi.com); see /data/mep/. The minimum wage is ARS 398,800 from 1 November 2026 (CNEPSMVM Res. 4/2026 art. 1(c)).

Scenario and item	Time	Cost ARS	Cost USD
A. Solo founder, SAS at minimum capital
Capital: 2 × 398,800		797,600	510
Paid at signing: 25% × 797,600	day 1	199,400	128
Balance: 797,600 − 199,400	within 2 years	598,200	383
Registry fee, gazette, notary, apostille	1 to 3 months (estimate)	Not published in an official source	Not published in an official source
B. Foreign group, SAU at minimum capital
Capital, 100% paid at signing	day 1	30,000,000	19,183
Mandatory síndico	every year	Not published in an official source	Not published in an official source
Fees, deed, art. 123, apostilles	2 to 4 months (estimate)	Not published in an official source	Not published in an official source
B alternative. SA with two group shareholders
Paid at signing: 25% × 30,000,000	day 1	7,500,000	4,796
Balance: 30,000,000 − 7,500,000	within 2 years	22,500,000	14,387

Step by step: (1) 797,600 ÷ 1,563.90 = US$510. (2) 199,400 ÷ 1,563.90 = US$128. (3) SAU: 30,000,000 ÷ 1,563.90 = US$19,183, all at signing. (4) SA: 7,500,000 ÷ 1,563.90 = US$4,796 now. The SA needs two art. 123 registrations and may drop the síndico only if no art. 299 trigger applies (art. 284).

Cost to do it: A, ARS 199,400 (US$128) of capital at signing plus fees not in the official texts we read; B, ARS 30,000,000 (US$19,183) of capital plus fees and a síndico. Months are our estimates, not official figures.

Practical traps

Expecting an instant SAS in CABA. Automatic registration is suspended (IGJ RG 12/2024 art. 3).
A one person SRL. If one of two partners leaves, LGS art. 94 bis does not clearly fix the SRL's position (not confirmed by the IGJ).
Non resident management. The SAS residence sentence sits in the art. 51 paragraph on plural boards, so whether it binds a sole manager is open; appoint a resident (the IGJ has not published a criterion). Art. 51 still says CDI, but since 2 March 2026 foreign individuals get a CUIT (ARCA RG 5803/2025 arts. 6 and 19).

FAQ

Can a foreign company be the only shareholder of an SAS? Yes (art. 34), but a single shareholder SAS cannot own another one.

Is the SAU a separate type? No. It is an SA with one shareholder, fully paid at signing and always supervised (arts. 187 and 299(7)).

Does an SRL need a resident manager? The LGS states it only for SA directors (art. 256); whether art. 157 extends it to gerentes is unsettled, so appoint a resident (not confirmed in an official source).

Which type pays less tax? None. Same 25% to 35% corporate scale and 7% dividend withholding (Income Tax Law arts. 73(a) and 97).