Joint ventures, UTEs and trusts in Argentina: contratos asociativos and fideicomisos

Key rules

1. Associative contracts in general (CCyC arts. 1442 to 1447)

• Scope (art. 1442). The chapter applies to "todo contrato de colaboración, de organización o participativo, con comunidad de fin, que no sea sociedad". Company law does not apply to them; they are not, and do not create, legal persons, companies or subjects of law. Co ownership of real rights and undivided estates are excluded.
• Partial nullity (art. 1443). With more than two parties, nullity or breach as to one party does not void the contract for the others, unless that party's performance is necessary for the object.
• No form required (art. 1444), but see the specific form rules for groupings, UTEs and consortia below, which do require a public deed or a private instrument with notarised signatures.
• Acting for all (art. 1445). When one party deals with a third party in the name of all parties or of the common organisation, the others become creditors or debtors of that third party only under the rules of agency, the contract, or the specific sections.
• Freedom of content (art. 1446). Parties may use the four regulated types or design others.
• Unregistered contracts bind the parties (art. 1447), even where registration is required.
• Who may join. Since DNU 70/2023, stock companies and SRLs, and also non profit entities, "podrán ser parte de cualquier contrato asociativo" (Law 19.550 art. 30, as replaced by DNU 70/2023 art. 346, BO 21 December 2023).

2. Participation agreement (negocio en participación, arts. 1448 to 1452)

• One or more specific operations carried out with common contributions in the personal name of the manager (gestor). No name, no form, no registration (art. 1448).
• Third parties acquire rights and obligations only against the manager, whose liability is unlimited; several managers are jointly and severally liable (art. 1449).
• The silent participant (partícipe) has no action against third parties and vice versa, "en tanto no se exteriorice la apariencia de una actuación común" (art. 1450). If the participant shows itself to third parties as a co venturer, it risks direct liability.
• The participant has information and accounting rights, annually and at completion unless agreed otherwise (art. 1451); its losses are capped at its contribution (art. 1452).
• Tax: the sources reviewed contain no specific income tax, VAT or gross income rule for participation agreements. Because the manager acts in its own name, it invoices and is the taxpayer in the ordinary course; how the participant's share is reported is not stated (unconfirmed).

3. Collaboration grouping (agrupación de colaboración, arts. 1453 to 1462)

• Purpose (art. 1453): a common organisation to facilitate or develop certain phases of the members' activity, or to improve its results. Typical uses: joint purchasing, shared logistics, joint export promotion.
• No profit purpose of its own (art. 1454). Economic advantages must fall directly in the members' estates; the grouping may not direct the members' activity.
• Form (art. 1455): public deed or private instrument with notarised signatures, registered in the Public Registry, which sends a certified copy to the competition authority. Mandatory content includes a duration of no more than 10 years (reduced to 10 if longer; 10 if silent; renewable unanimously for further periods of up to 10 years, but not while members have attaching creditors who are not paid off), a name including the word "agrupación", members' details and, for companies, the corporate approval with date and minute number, a special domicile, contributions to the common operating fund, each member's share in activities and results, management powers, exclusion and admission rules, sanctions and accounting rules with books kept in the grouping's name.
• Decisions (art. 1456): absolute majority of members unless otherwise agreed; challenges within 30 days of notice, only for breach of law or contract; contract amendments need unanimity.
• Management (art. 1457): one or more natural persons; agency rules apply.
• Common operating fund (art. 1458): kept undivided for the term; members' personal creditors cannot reach it.
• Liability (art. 1459): members are unlimitedly and jointly and severally liable to third parties for obligations assumed in the grouping's name, after an unsuccessful demand on the administrator.
• Accounts (art. 1460): statements approved within 90 days of each year end; profits or losses may be allocated to members in the year they arise or in the year the grouping's accounts are approved.
• Termination (art. 1461) includes a final decision of the competition authority that the grouping pursues restrictive practices. Exclusion of a member requires unanimity of the others (art. 1462).

4. UTE (unión transitoria, arts. 1463 to 1469)

• Purpose (art. 1463): the parties join "para el desarrollo o ejecución de obras, servicios o suministros concretos, dentro o fuera de la República", plus complementary and accessory works and services.
• Form and content (art. 1464): public deed or private instrument with notarised signatures, stating: (a) the object with concrete activities and means; (b) a duration equal to that of the work, service or supply; (c) a name formed by the name of one, several or all members followed by "unión transitoria"; (d) members' details and, for companies, the corporate resolution approving the UTE with date and minute number; (e) a special domicile; (f) obligations, contributions to the common operating fund and financing; (g) name and domicile of the representative, who may be a natural or legal person; (h) the method for sharing income and expenses or results; (i) separation, exclusion and termination; (j) admission of new members; (k) sanctions; (l) accounting rules, with books kept under CCyC arts. 320 and following in the UTE's name.
• Representative (art. 1465): has sufficient powers of each member for the work, service or supply; may not be removed without cause except unanimously; with just cause, by absolute majority.
• Registration (art. 1466): contract and representative must be registered.
• No presumed joint liability (art. 1467): "Excepto disposición en contrario del contrato, no se presume la solidaridad de los miembros", neither for acts in the UTE nor for obligations to third parties. Each member answers for its own share unless the contract (or, in practice, the tender rules) says otherwise.
• Decisions by unanimity (art. 1468) unless agreed otherwise.
• Bankruptcy, death or incapacity (art. 1469) of a member does not end the UTE; it continues with the others if they agree how to perform.

5. Cooperation consortium (consorcio de cooperación, arts. 1470 to 1478)

• Purpose (art. 1470): a common organisation to facilitate, develop, increase or carry out operations related to the members' business to improve their results; typically export consortia of SMEs.
• No direction or control over members (art. 1471). Results are shared as agreed or, if silent, equally (art. 1472).
• Form: public deed or private instrument with notarised signatures, registered together with the representatives (art. 1473). Detailed mandatory content in art. 1474, including the amount of the common operating fund, each member's share of investment and results, the proportion in which members answer for representatives' obligations, and an annual date to approve the statement of financial position.
• Accounting books and a minute book (art. 1475); the representative keeps the books and must always disclose that it acts for a consortium (art. 1476).
• Liability (art. 1477): the contract may set each member's share; if silent, all members are jointly and severally liable.
• Termination grounds (art. 1478); insolvency of a member does not end the contract.

6. Trust contract (CCyC arts. 1666 to 1700)

• Definition (art. 1666). The settlor (fiduciante) transfers or undertakes to transfer ownership of assets to the trustee (fiduciario), who must exercise it for the benefit of the beneficiary (beneficiario) and transfer it, on expiry of a term or fulfilment of a condition, to the remainderman (fideicomisario).
• Content (art. 1667): assets (or their required characteristics), how further assets may be added, term or condition, beneficiary, destination of the assets at the end, trustee's rights and duties and how to replace the trustee.
• Maximum term (art. 1668): 30 years from the contract (longer only for an incapacitated beneficiary). Excess terms are reduced. Absent provision, assets revert to the settlor or its heirs.
• Form and registration (art. 1669). The contract "debe inscribirse en el Registro Público que corresponda"; it may be private unless it concerns assets whose transfer requires a public deed (real estate), in which case an unformalised contract is only a promise. Assets contributed later follow their own transfer formalities, transcribing the trust contract in the deed.
• Parties (arts. 1671 to 1673). Beneficiaries may be the settlor, the trustee or the remainderman; the trustee cannot be the remainderman (art. 1672). Any natural or legal person may be trustee. Since Law 27.440 (BO 11 May 2018), the only restriction is that trustees of financial trusts with public offering authorisation must be financial entities or companies registered in the CNV's financial trustee registry (art. 1673, as replaced by Law 27.440 art. 201). The original 2014 wording, which barred anyone other than financial entities and CNV authorised entities from offering themselves to the public as trustees, no longer appears in the updated text. A trustee who is also a beneficiary must avoid conflicts.
• Standard of care (art. 1674): "buen hombre de negocios"; co trustees are jointly and severally liable.
• Accounts (arts. 1675 and 1676): at least yearly; the contract cannot waive accounts, liability for fault or wilful misconduct, or the ban on the trustee buying trust assets.
• Fee (art. 1677): if not fixed in the contract, the court fixes it.
• Removal and replacement (arts. 1678 and 1679).
• Guarantee trust (art. 1680) and acceptance by beneficiary and remainderman (art. 1681).
• Separate estate (art. 1685) and mandatory civil liability insurance for damage caused by trust assets; without reasonable insurance the trustee is liable under arts. 1757 and following.
• Creditors (art. 1686): trust assets are exempt from the trustee's creditors; the settlor's creditors cannot reach them save fraud and insolvency avoidance actions.
• Debts of the trust (art. 1687): paid only from trust assets; trustee, settlor, beneficiary and remainderman are not liable unless they expressly undertook it. An insolvent trust is not declared bankrupt; it is liquidated by the court applying bankruptcy rules as relevant.
• Disposal (art. 1688): the trustee may sell or encumber when the purpose requires, without consent of the others, unless the contract restricts it; registered restrictions on registrable assets are needed to bind third parties.
• Termination (arts. 1697 and 1698): term or condition, 30 year cap, revocation if reserved (not retroactive; ineffective for financial trusts once the public offering starts), or contractual causes.
• Testamentary trusts (arts. 1699 and 1700).

7. Fiduciary ownership (arts. 1701 to 1707)

Fiduciary ownership lasts only until the trust ends (art. 1701); the general rules of ownership apply (art. 1702) with the limitations the contract may impose (art. 1703). The trustee has the powers of a full owner as long as its acts fit the trust's purpose (art. 1704). Termination is not retroactive except for acts outside the purpose with bad faith or gratuitous acquirers (arts. 1705 and 1707). On termination the trustee holds the asset for the full owner; for registrable assets, readquisition must be registered (art. 1706).

8. Financial trusts (arts. 1690 to 1696)

A financial trust is a trust in which the trustee is a financial entity or a company specially authorised by the CNV, and the beneficiaries are the holders of the securities backed by the trust assets (art. 1690). If publicly offered, the CNV is the enforcement authority and may set trustee requirements (art. 1691). The contract must include the terms of the securities, beneficiaries' decision rules including insolvency, and the trust's name (art. 1692). Participation certificates are issued by the trustee; debt securities may be issued by the trustee or third parties (art. 1693); classes and series are allowed (art. 1694). Holder meetings follow corporate rules, but insolvency or restructuring decisions need three quarters of the securities outstanding (arts. 1695 and 1696). Detailed CNV rules (Title V of the CNV Rules), fees and the 2025 to 2026 automatic authorisation regimes are on CNV offerings.

9. IGJ registration in the City of Buenos Aires (IGJ RG 15/2024)

• Associative contracts (IGJ Rules art. 205): to register a collaboration grouping, UTE or cooperation consortium, file the deed or the original private instrument, the copies required by art. 35, an extra notarised copy for a grouping (sent to the competition authority under Law 27.442), and the name reservation form if a fancy name was reserved. The IGJ performs a prior legality review (art. 36). Arbitration clauses are allowed; if the model in Annex VII is used, review is limited to its fidelity (art. 206). Later amendments, powers of attorney, change of domicile, replacement of representatives, entry and exit of members, dissolution and termination follow the same requirements (art. 207).
• Trusts (IGJ Rules art. 208): the IGJ registers trust contracts when (1) at least one trustee has its real or special domicile in CABA; or (2) the trust assets include shares or quotas of a company registered with the IGJ, or a business establishment in CABA; or (3) trust assets include movable or immovable property in CABA. For registrable assets not covered by (2), IGJ registration must precede registration of the fiduciary transfer in the asset registry (CCyC arts. 1683 and 1684). Publicly offered financial trusts are excluded.
• Trust filing (art. 209): deed or original private instrument; a precalification opinion by a notary or lawyer covering party details and tax IDs (CUIT, CUIL or, for a foreign individual trustee, CDI), compliance with the beneficial owner rule (art. 421), restrictions on the trustee's powers, and acceptance by beneficiary and remainderman; if the trustee is a foreign company, its registration under Law 19.550 arts. 118 or 123; and the PEP and beneficial owner sworn statements (arts. 414 and 421).
• Trustee voting shares (art. 211): resolutions of IGJ registered companies in which a trustee voted shares or quotas are not registrable if the trust contract was not previously registered and the trustee's votes were decisive.
• Termination (art. 212): the trustee's sworn statement on termination and cause, plus a precalification opinion confirming delivery of assets to the remainderman and the related registrations.
• No financial statements to the IGJ for associative contracts and trusts, unless a special rule requires them (IGJ RG 15/2024, recital 52).
• Books (IGJ Rules Book X, point 5 on associative and trust contracts): representatives of associative contracts and trustees of registered trusts that so provide may have books rubricated.
• Public access (art. 4(I)(3)): anyone may obtain the registered instrument, registration data and registered representatives or trustees by simple note.

Outside CABA, each provincial registry applies its own rules. In the Province of Buenos Aires the DPPJ charges registration fees in tax units (PBA Law 15.558 art. 58) and the Property Registry keeps a register of real estate trusts (fideicomisos inmobiliarios) (PBA Law 15.558, Title V, special registry fees) (unconfirmed). See IGJ versus provincial registries.

10. Income tax (ITL, t.o. 2019, Decree 824/2019)

Trusts.

• Default: the trust is a corporate taxpayer. "Los fideicomisos constituidos en el país conforme a las disposiciones del Código Civil y Comercial de la Nación, excepto aquellos en los que el fiduciante posea la calidad de beneficiario" pay tax at the corporate scale (ITL art. 73(a)(6)). The trustee pays the tax on the net income from fiduciary ownership (Regulatory Decree 862/2019 art. 129). The commonly cited pointer "income tax art. 73 LIG" is confirmed for trusts.
• Pass through: settlor beneficiaries. If the settlor is the beneficiary, the trust's income is third category income of the settlor (ITL art. 53(c)) and is attributed to the settlors at year end in proportion (ITL art. 54, second paragraph). The Regulatory Decree requires "total coincidencia entre fiduciantes y beneficiarios" (Decree 862/2019 art. 130). Settlor beneficiaries must file their own returns (Decree 862/2019 art. 2(a)). Specific losses stay in the trust (ITL art. 54, third and fourth paragraphs; Decree 862/2019 art. 170).
• No pass through for financial trusts or foreign settlor beneficiaries. The exception "no será de aplicación en los casos de fideicomisos financieros o cuando el fiduciante-beneficiario sea un sujeto comprendido en el Título V" (ITL art. 73(a)(6); same wording in art. 53(c)). Title V covers foreign beneficiaries. Uncertain point: the text does not say whether one foreign settlor beneficiary makes the whole trust a taxpayer or only the foreign share. Decree 862/2019 art. 130 conditions attribution on total coincidence and excludes the case of Title V settlor beneficiaries, which supports the reading that the trust as a whole is taxed, but the sources do not settle it (unconfirmed).
• Opting in. A pass through trust may elect to be taxed at the corporate scale if it keeps accounting records; the election lasts five tax years (ITL art. 73(a)(8)).
• Rates 2026. Net taxable income up to ARS 133,514,185.74 (US$85,372.59): 25%; from there to ARS 1,335,141,857.38 (US$853,725.85): ARS 33,378,546.43 (US$21,343.15) plus 30% of the excess; above: ARS 393,866,847.93 (US$251,849.13) plus 35% of the excess (ITL art. 73(a); ARCA scale 2026, file escala_pj2026).
• Distributions. Profits distributed by art. 73(a)(6) and (8) trusts are treated as dividends (ITL art. 49, first paragraph, second sentence) and taxed at 7% for resident individuals and foreign beneficiaries, withheld by the payer (ITL art. 97). Treaty relief may apply to foreign beneficiaries (unconfirmed).
• Equalisation tax. ITL art. 74 (35% on distributions exceeding taxable income) applies to trusts in art. 73(a)(6) but not to publicly offered financial trusts in the cases set by regulation. Its application to profits accrued from 2018 is limited by Law 27.430 art. 83, as explained on the corporate tax page (unconfirmed).
• Residency. Domestic trusts are residents for the trustee's duties and for attribution to settlor beneficiaries (ITL art. 116(f)).
• Foreign trusts. Residents controlling foreign trusts may have to include their income under the CFC rules (ITL art. 130(d); Decree 862/2019 arts. 287 and 293).

UTEs and other associative contracts.

• The ITL list of taxpayers (arts. 53 and 73) does not mention UTEs or other associative contracts. Payments to UTEs, collaboration groupings and consortia are subject to income tax withholding individually for each member, with a note signed by all of them (RG 830 art. 8, second paragraph), and the members are the withholding subjects (RG 830 Annex V(f)). The Regulatory Decree treats participation in "uniones transitorias, agrupaciones de colaboración o cualquier otro tipo de contratos asociativos" as a link for transfer pricing purposes (Decree 862/2019, art. on related parties, point (g)).
• Practical consequence: each member includes its share of the UTE's result in its own return and applies its own rate. The UTE should keep books (CCyC art. 1464(l)) so results can be allocated. The specific ARCA rules on how members report UTE results, and whether the UTE files an information return, are not in the sources (unconfirmed).
• For a collaboration grouping, CCyC art. 1460 allows members to recognise results in the year they arise or in the year the grouping's accounts are approved; whether ARCA accepts the second option for tax purposes is not stated (unconfirmed).

11. VAT (VAT Law, t.o. 1997, Decree 280/97)

• UTEs, groupings and consortia are VAT subjects. Art. 4, last paragraph: persons listed as taxpayers include those who, "revistiendo la calidad de uniones transitorias de empresas, agrupamientos de colaboración empresaria, consorcios, asociaciones sin existencia legal como personas jurídicas, agrupamientos no societarios o cualquier otro ente individual o colectivo", carry on taxable activities. The UTE registers, invoices and files VAT in its own name.
• Works. Construction on third party property (public works) is taxable (art. 3(a)); works on own property are taxable when the property is transferred for value, at deed or delivery of possession if earlier (art. 3(b) and art. 5(e)). A "construction company" is anyone who builds, directly or through others, to profit from the works or the later sale, whatever its legal form (art. 4(d)): a construction trust that sells units is covered.
• Rates. General rate 21% (art. 28, first paragraph). 10.5% (50% of the general rate) for works under art. 3(a) "destinados a vivienda" (except on pre existing buildings that are not works in progress) and works under art. 3(b) "destinados a vivienda" (art. 28, fourth paragraph, (c)).
• Taxable base for sales of new buildings: the share of the agreed price attributable to the works, not lower than the fiscal valuation or the cost proportion (art. 10, paragraph on works on own property).
• Fideicomiso al costo: whether the adjudication of units to settlor beneficiaries at cost is a "transfer for value" taxable under art. 3(b) is not answered in the sources and has been contested (unconfirmed).

12. Gross income tax (ingresos brutos) and stamp tax

• CABA: UTEs, collaboration groupings and other associative contracts without legal personality are taxpayers "cuando son considerados por las normas tributarias como unidades económicas", and must register in the names of all their members (CABA Tax Code T.O. 2026 art. 10(3)). Trusts are taxpayers, except guarantee trusts (art. 10(6)); the trustee is responsible (art. 11(6)). Members of a UTE are jointly and severally liable (art. 13, second paragraph). Trust income is taxed according to the activity carried on (art. 220). Trusts are excluded from a property tax exemption list (art. 197, point 3) (unconfirmed).
• CABA rates 2026: construction and related services 2.00% (Ley Impositiva 2026, Annex, art. 4; NAES 410011, 410021, 421000). The exemption for real estate sales more than two years after deed does not cover sales by "una empresa o sociedad" or by professional sellers (CABA Tax Code art. 298(10)(a)); whether a trust selling units falls in that exclusion is not stated expressly for CABA (unconfirmed). The rate for sale of real estate by developers in CABA was not found in the sources reviewed (unconfirmed).
• PBA: UTEs, groupings and other associative forms are taxpayers "aun cuando no revistan el carácter de sujetos de derecho" (PBA Tax Code art. 19); all their members are jointly and unlimitedly liable for fines (PBA Tax Code, art. on penalties for legal persons, second paragraph). The gross income exemption for real estate sales more than two years after deed, and for small subdivisions, does not apply to trusts (PBA Tax Code, exemptions, points 2 and 3).
• CABA stamp tax on trusts (Tax Code art. 348): the tax applies only to the trustee's fee during the contract; instruments transferring assets from settlors to the trustee are not taxed; acts of disposal or administration by the trust are taxed if they meet the general rules. General rate 1.00% (Ley Impositiva 2026, Annex, art. 30). Real estate transfers: 3.50%, or 2.70% where the value does not exceed ARS 226,100,000 (US$144,574.46) (Ley Impositiva 2026, Annex, art. 34) (unconfirmed).

13. Personal assets tax on trusts (Law 23.966)

For trusts other than financial trusts and certain state infrastructure trusts, the trustee pays the tax at the rate in the first paragraph of the article after art. 25, i.e. 0.50%, on the value of trust assets at 31 December, valued under art. 22(k), as a single and final payment (Law 23.966, article after art. 25, fourth paragraph). Trust assets are presumed, without proof to the contrary, to belong to taxpayers of the tax. Assets contributed to these trusts do not form part of the individual settlors' own base (art. 22(k)), provided the trust paid the tax on time.

14. ARCA trust regime (AFIP RG 3312/2012, as amended)

• Annual information return (Title I). Filers: (a) domestic non financial trusts, the trust itself being the obligor; (b) domestic financial trusts, through the trustee; (c) residents who act as trustees, settlors or beneficiaries of foreign trusts (art. 1, text of RG 5285/2022). Data in Annex II: parties with tax IDs and, for non residents, country, foreign tax ID and address; type of trust; assets and contributions; accounting information including tax result, allocation of results and withholdings (Annex II, point 1.1). Software: "FIDEICOMISOS DEL PAÍS Y DEL EXTERIOR", Versión 2.0, from period 2022 (art. 2). Cut off 31 December; due 28 July (CUIT ending 0 to 3), 29 July (4 to 6) or 30 July (7 to 9) of the following year (art. 5, as replaced by RG 5285/2022; table in the image of RG 5285 art. 1(4)). Copies of the trust contract and amendments must be uploaded as PDF, except CNV authorised financial trusts (RG 3538/2013 art. 2).
• Beneficial owners (art. 2). The beneficial owner is the natural person who holds an interest in, or controls directly or indirectly, the trust; settlors, trustees, remaindermen, beneficiaries, protectors and similar who are natural persons are always beneficial owners. Chains of ownership must be reported, in full for foreign entities. Fallback: the trust administrator or the highest authority of the managing company. Publicly offered trusts: holders of 2% or more at 31 December. Service: "AFIP-DGI FIDEICOMISO, BENEFICIARIOS FINALES".
• Event registration (Title II). Trustees of domestic trusts must register, with supporting PDFs: (a) incorporation; (b) entry and exit of settlors or beneficiaries (and the placement result for financial trusts); (c) transfers of interests, free or for value; (d) later contributions; (e) amendments; (f) allocation of benefits; (g) termination (art. 6). The duty also falls on residents who are trustees of foreign trusts, residents who are settlors or beneficiaries of foreign trusts (for their own interests) and sellers and buyers of interests in domestic trusts (art. 7). Deadline: 10 administrative business days from formalisation (art. 8). Service "Registración de Fideicomisos del País y del Exterior" with tax password (Clave Fiscal) (art. 9).
• FX: foreign currency amounts are converted at Banco Nación's selling rate at the close of the business day before the transaction (art. 10).
• Consequences: compliance is a precondition for ARCA registrations, tax credit certificates and tax status certificates (art. 11); breaches are sanctioned under Law 11.683 (art. 13). Late filing of an information return carries a fine of up to ARS 5,000,000 (US$3,197.14), rising to ARS 10,000,000 (US$6,394.27) for companies, trusts and other entities (Law 11.683, article after art. 38, first paragraph, amounts as replaced by Law 27.799 art. 16, BO 2 January 2026).
• Feeds ARCA's beneficial owner registry (RG 5529/2024, BO 19 July 2024), as explained in Beneficial ownership.

15. AML and beneficial ownership beyond ARCA

• Who reports to the UIF. CNV registered financial trustees acting in publicly offered financial trusts (Law 25.246 art. 20(7), as replaced by Decree 891/2024, BO 10 October 2024); and persons who habitually act as trustee of a non financial trust for clients, or facilitate others doing so (art. 20(18)(d), text of Law 27.739, BO 15 March 2024). A developer's own trust company that acts for third party investors should check whether it falls under (18)(d) (unconfirmed).
• IGJ: beneficial owner sworn statement for each party to a trust and each member of a joint venture, once per calendar year with the first registrable filing (IGJ Rules art. 421).
• ARCA RG 4697/2020 (company shareholdings and beneficial owners) exempts UTEs and collaboration groupings and trusts, which report under RG 3312 instead (RG 4697 Annex I, as summarised in the beneficial ownership page) (unconfirmed).

Step by step

A. Setting up a UTE in the City of Buenos Aires

1. Board approvals. Each member company's board (or, if the bylaws require, the shareholders) approves entering the UTE. The minute date and number must appear in the contract (CCyC art. 1464(d)). Foreign companies acting directly must first be registered in Argentina under Law 19.550 arts. 118 or 123 (unconfirmed); see Branch.
2. Draft the contract with every item in art. 1464: object, duration tied to the works, name ("[Member A] [Member B] Unión Transitoria"), special domicile in CABA, contributions and common operating fund, representative, allocation method, exits, admission, sanctions, accounting. Decide whether members will be jointly and severally liable (art. 1467 default is no) and align with the tender documents. Consider an arbitration clause (IGJ Rules art. 206 and Annex VII).
3. Sign by public deed or private instrument with notarised signatures (art. 1464). Foreign signatories need apostilled powers and sworn translations; see Notaries, apostilles and books.
4. IGJ filing (IGJ Rules arts. 35, 36 and 205): original or certified copy, normal and wide margin copies, precalification opinion, IGJ fee slip (DA 46/2001 art. 2), PEP sworn statement of natural person representatives (art. 414) and beneficial owner statement for each member (art. 421).
5. IGJ legality review and registration of the contract and the representative (CCyC art. 1466; IGJ Rules art. 36).
6. Tax registration with ARCA: the UTE obtains its own CUIT and registers for VAT (VAT Law art. 4) (unconfirmed). Register for gross income in each jurisdiction where the works are performed, in the names of all members in CABA (CABA Tax Code art. 10(3)); Multilateral Agreement if more than one jurisdiction (unconfirmed).
7. Bank account in the UTE's name and books (art. 1464(l); IGJ Book X for rubrication).
8. Operate: the UTE invoices the client with VAT; clients withhold income tax per member (RG 830 art. 8); members record their share of results.
9. Annual: approve statements of position as set in the contract; IGJ beneficial owner statement with the first filing of each year (art. 421); no financial statements to IGJ (RG 15/2024 recital 52).
10. Close: on completion, register the dissolution and termination (IGJ Rules art. 207) and cancel tax registrations (unconfirmed).

B. Setting up a construction trust (fideicomiso al costo)

1. Structure. Typically the landowner is a settlor contributing land, cash investors are settlors contributing money, and all are beneficiaries entitled to specific units; the remaindermen are the same persons. A developer company acts as trustee, or a professional trustee is hired. Check the tax consequence of any foreign investor (ITL art. 73(a)(6)).
2. Draft the contract with art. 1667 content, including the method to add assets (cash calls), the 30 year cap (art. 1668), trustee duties and replacement, fee (art. 1677), civil liability insurance (art. 1685), limits on disposal (art. 1688) and accounts at least yearly (art. 1675).
3. Sign. Because the land is real estate, the land transfer to the trustee requires a public deed (art. 1669) and the fiduciary nature must be recorded in the Property Registry (art. 1684).
4. IGJ registration if the trustee is domiciled in CABA or the land is in CABA (IGJ Rules art. 208), before recording the fiduciary transfer of other registrable assets. File the art. 209 package (precalification opinion, PEP and beneficial owner statements).
5. ARCA: obtain the trust's CUIT (unconfirmed); register the incorporation under RG 3312 within 10 business days (arts. 6 and 8), uploading the contract; register for VAT (art. 4(d)) and gross income (CABA Tax Code art. 10(6)).
6. During works: register each new investor, transfer of interests and contribution within 10 business days (RG 3312 arts. 6 to 8); file the annual RG 3312 return by 28 to 30 July (art. 5); pay personal assets tax at 0.50% (Law 23.966); file income tax as a taxpayer or attribute results to settlor beneficiaries (ITL arts. 54 and 73).
7. Completion: sub divide under the horizontal property regime (unconfirmed), adjudicate units to beneficiaries by deed, register the allocation of benefits in RG 3312 (art. 6(f)); real estate transfers by trusts to settlor beneficiaries are within ARCA's real estate transfer rules (RG 2371, Annex notes to art. 1, item (c)) (unconfirmed).
8. Termination: register termination with ARCA (RG 3312 art. 6(g)) and with the IGJ (IGJ Rules art. 212).

Costs and timelines

A. The five vehicles compared

B. Tax rates and amounts

C. Thresholds

D. Deadlines

E. Timeline of norms

Worked examples

Example 1. Two companies bid a CABA public works tender through a UTE

Facts (assumed). Alfa SA (Argentine, 60%) and Beta SRL (Argentine, 40%) form "Alfa Beta Unión Transitoria" to build a road project for a CABA agency. The contract allocates income, expenses and results 60/40 (CCyC art. 1464(h)). The tender requires joint and several liability, so the UTE contract waives the art. 1467 default. In its first fiscal year the UTE certifies works of ARS 6,000,000,000 (US$3,836,562.44) net of VAT. Its costs are ARS 5,100,000,000 (US$3,261,078.07), of which ARS 3,500,000,000 are purchases with 21% input VAT. For simplicity all amounts are assumed to fall in one fiscal year and each member has no other income.

Step 1: VAT at UTE level (VAT Law arts. 3(a), 4 last paragraph, 28).

Road works are not "destinados a vivienda", so the 10.5% rate does not apply.

Step 2: Gross income at UTE level (CABA Tax Code art. 10(3); Ley Impositiva 2026 Annex art. 4). 2.00% x ARS 6,000,000,000 = ARS 120,000,000 (US$76,731.25). Base assumed to exclude VAT (unconfirmed). Both members are jointly liable for it (CABA Tax Code art. 13).

Step 3: UTE result. 6,000,000,000 minus 5,100,000,000 minus 120,000,000 = ARS 780,000,000 (US$498,753.12).

Step 4: Allocation (contract, art. 1464(h)). Alfa SA 60% = ARS 468,000,000 (US$299,251.87). Beta SRL 40% = ARS 312,000,000 (US$199,501.25).

Step 5: Income tax at member level (ITL art. 73(a)(1) and (2), 2026 scale). Both shares fall in the 30% bracket.

• Alfa SA: 33,378,546.43 + 30% x (468,000,000 minus 133,514,185.74) = 33,378,546.43 + 100,345,744.28 = ARS 133,724,290.71 (US$85,506.93); effective 28.57%.
• Beta SRL: 33,378,546.43 + 30% x (312,000,000 minus 133,514,185.74) = 33,378,546.43 + 53,545,744.28 = ARS 86,924,290.71 (US$55,581.74); effective 27.86%.

During the year, the CABA agency withholds income tax on each payment separately for Alfa and Beta under RG 830 art. 8, on the basis of a note signed by both; these withholdings are credited in each member's return.

Step 6: Distribution to individual shareholders. If Alfa distributes its after tax share (ARS 334,275,709, US$213,744.94) to resident individuals, it withholds 7% = ARS 23,399,300 (US$14,962.15) (ITL art. 97). Same logic for Beta: 7% of ARS 225,075,709 = ARS 15,755,300 (US$10,074.37).

What to watch. If a member had other income, the scale applies to its total net income, so the marginal rate may be 35%. If Beta were a foreign company without an Argentine branch, the UTE share could create a permanent establishment and the analysis would change (unconfirmed). If the contract were silent on liability, each member would answer only for its own obligations to third parties (art. 1467), but in tax matters CABA makes both jointly liable (art. 13).

Cost to do it (Example 1). Capital: none required by law; members fund the operating fund per the contract. Fees: notarial certification, precalification opinion, IGJ fee (unconfirmed). Time: contract drafting plus IGJ review, several weeks (unconfirmed). Ongoing: monthly VAT and gross income returns of the UTE; members' annual returns.

Example 2. Construction trust for a 20 unit building in CABA: cash flow to investors in ARS and USD

Facts (assumed). A landowner contributes a plot valued at ARS 500,000,000 (US$319,713.54) in exchange for 4 units. Sixteen investors each acquire one unit of 60 m2 by funding the construction budget. A developer company domiciled in CABA is trustee. All investors and the landowner are settlors and beneficiaries; all are Argentine residents (variant below with a foreign investor). Construction lasts 24 months. Amounts are kept at the commonly cited FX rate for comparability; in reality peso amounts move with inflation and FX, which is the main economic risk for the investor.

Step 1: Budget and investor contribution.

Step 2: Investor cash flow. 30% at signing, 70% in 24 monthly instalments.

The overrun call is a contribution under the art. 1667(b) mechanism; each must be registered with ARCA within 10 business days (RG 3312 arts. 6(d) and 8).

Step 3: Annual taxes of the trust (year 1).

• Income tax: all settlors are beneficiaries and residents, so there is total coincidence and the trust is not a taxpayer (ITL art. 73(a)(6) exception; art. 53(c)); any result is attributed to the settlors at year end (art. 54; Decree 862/2019 art. 130). During construction there are no sales, so no taxable result is expected (unconfirmed).
• Personal assets tax: assume trust assets at 31 December of year 1 are worth ARS 900,000,000 (land ARS 500,000,000 plus works ARS 400,000,000). Tax: 0.50% x 900,000,000 = ARS 4,500,000 (US$2,877.42), paid by the trustee as a final payment (Law 23.966, article after art. 25). Valuation must follow art. 22(k) (unconfirmed).
• RG 3312: annual return by 28 to 30 July of year 2 (art. 5).

Step 4: Completion and adjudication. Each investor receives a unit by deed. Whether adjudication to a settlor beneficiary at cost triggers VAT (art. 3(b)), gross income or stamp tax is not settled in the sources (unconfirmed). CABA stamp tax does not apply to the original transfers from settlors to the trustee (CABA Tax Code art. 348).

Step 5: Alternative, the trust sells one unit to a third party. Suppose the contract lets the trustee sell one unit to fund the overrun at US$110,000 = ARS 172,029,000. If the building portion is 80% of the price (ARS 137,623,200, US$88,000), VAT at 10.5% on that portion is ARS 14,450,436 (US$9,240) (VAT Law arts. 3(b), 10 and 28). CABA stamp tax on the deed: ARS 172,029,000 is below the ARS 226,100,000 threshold, so the 2.70% rate applies (ARS 4,644,783, US$2,970) unless the fiscal valuation or the reference value is higher, in which case the higher value is compared with the threshold (Ley Impositiva 2026 Annex art. 34) (unconfirmed). Gross income on the sale.

Step 6: Investor exit after adjudication. An investor who is a resident individual sells the unit for US$110,000 = ARS 172,029,000. Nominal gain: 172,029,000 minus 154,531,250 = ARS 17,497,750 (US$11,188.54). At 15% (ITL art. 99): ARS 2,624,662.50 (US$1,678.28), before cost indexation (art. 99(a), index of art. 93) and deductible expenses. Caution: the 15% schedular rate applies to individuals; if the investor is in the business of real estate, or if the unit is treated as acquired from the trust's business, the result may be third category income (unconfirmed), and whether the investor's tax cost is its contributions or a value attributed on adjudication is not settled in the sources (unconfirmed).

Variant: one foreign investor. If one of the 16 investors is a non resident (Title V subject), the pass through exception "no será de aplicación" (ITL art. 73(a)(6)). On the reading favoured by Decree 862/2019 art. 130, the whole trust becomes a corporate taxpayer at 25% to 35%, and later distributions to individuals and foreigners bear 7% (ITL art. 97). A practical alternative some structures use is a separate trust for non resident investors (unconfirmed). Confirm this before admitting any foreign investor; RG 3312 requires the foreign investor's country, foreign tax ID and address (Annex II, 1.1(a)).

Cost to do it (Example 2). Capital: the cash budget itself; no legal minimum. Public fees: IGJ trust registration fee (unconfirmed); Property Registry fees for the fiduciary transfer and later adjudications (unconfirmed); notary fees on the land deed and 20 unit deeds (unconfirmed). Annual: personal assets tax 0.50%, accounting, RG 3312 filings. Time: 1 to 3 months to sign and register before works start, then the construction period (editorial estimate, not an official figure) (unconfirmed).

Practical traps

1. Assuming a UTE gives limited liability. It does not create a legal person (art. 1442). Members answer to third parties under their contract; tender rules commonly require joint and several liability, and CABA tax law makes all members jointly liable for the UTE's taxes (CABA Tax Code art. 13).
2. Forgetting each member's board approval. The contract must cite the approving resolution with date and minute number (art. 1464(d)); IGJ will check it.
3. Signing the UTE in an ordinary private document. Arts. 1455, 1464 and 1473 require a public deed or notarised signatures. The unregistered or informal contract still binds the parties (art. 1447) but not the registry.
4. Using a collaboration grouping for profit. A grouping cannot pursue profit itself or direct its members (art. 1454) and the competition authority receives a copy (art. 1455).
5. One foreign investor in a construction trust. It can switch the whole trust from pass through to corporate taxpayer (ITL art. 73(a)(6)). Check the investor list before each assignment of interests, which must also be registered (RG 3312 art. 7(c)).
6. Missing the 10 business day RG 3312 registration for every new investor, capital call or transfer. ARCA can block certificates (art. 11) and fine up to ARS 10,000,000 (US$6,394.27) per late information return (Law 11.683).
7. Not registering the trust with the IGJ before voting shares. Company resolutions where the trustee's votes were decisive are not registrable (IGJ Rules art. 211).
8. Recording the land transfer before IGJ registration. For registrable assets not covered by art. 208(2), IGJ registration must come first (art. 208).
9. No liability insurance. The trustee becomes personally liable for damage caused by trust assets if insurance is absent or unreasonable (art. 1685). Construction sites are a typical exposure.
10. Treating the trust as bankrupt proof. It cannot be declared bankrupt, but it can be judicially liquidated under bankruptcy rules (art. 1687). Settlors' creditors may still attack the transfer for fraud (art. 1686).
11. Ignoring the trustee's regulatory status. For ordinary trusts any person may be trustee (art. 1673, as replaced by Law 27.440); only publicly offered financial trusts need a financial entity or CNV registered trustee. But a developer that acts habitually as trustee of non financial trusts for clients enters the UIF reporting perimeter (Law 25.246 art. 20(18)(d)), with KYC and suspicious transaction reporting duties.
12. Assuming RG 4697 covers UTEs. It exempts them; beneficial ownership of each UTE member is still demanded by the IGJ (art. 421) and by banks under UIF rules.
13. Old fee figures. DA 46/2001 amounts in Infoleg (ARS 30, ARS 100) are nominal 2001 values; do not budget on them.
14. CABA article numbering. The Ley Impositiva 2026 cites the Tax Code by 2025 numbers; check the Decree 172/2026 conversion table before citing a stamp tax rate.

Recent changes

• 2 January 2026. Law 27.799 raised the fine for late information returns (including RG 3312) to up to ARS 5,000,000, and ARS 10,000,000 for companies and trusts (Law 11.683, article after art. 38, as amended by Law 27.799 art. 16).
• 7 January 2026. MECON Res. 1/2026 set CNV fees: financial trustees ARS 5,611,000 a year (US$3,587.83); financial trust issues 0.05% (Annex II).
• 2025 to 2026. CNV automatic and abbreviated regimes for financial trusts (RG 1051/2025, RG 1063/2025, RG 1146/2026, RG 1159/2026), summarised in CNV offerings.
• 4 May 2026. CABA Tax Code T.O. 2026 (Decree 172/2026), renumbering articles; trusts and UTEs remain taxpayers (arts. 10(3) and 10(6)).
• 26 May 2026. IGJ RG 4/2026 amended several IGJ Rules (e.g. art. 204 on registrations) (unconfirmed).
• 10 October 2024. Decree 891/2024 restated the AML reporting parties, including CNV financial trustees (Law 25.246 art. 20(7)).
• 19 July 2024. RG 5529/2024 created ARCA's beneficial owner registry fed by RG 3312 data.
• 16 July 2024. IGJ RG 15/2024 replaced the IGJ Rules; associative contracts and trusts no longer file financial statements with IGJ (recital 52).
• 8 July 2024. Law 27.743 reset personal assets tax; the trust substitute remains at 0.50% in the text reviewed.
• 15 March 2024. Law 27.739: trust service providers for non financial trusts became UIF reporting parties (Law 25.246 art. 20(18)(d)); statutory beneficial owner definition.
• 21 December 2023. DNU 70/2023: companies of any type may join any associative contract (Law 19.550 art. 30).

Pending changes

• Personal assets tax 2027. For individuals, Law 23.966 art. 25 schedules a flat 0.25% from tax year 2027. The text reviewed does not change the 0.50% trust substitute rate (unconfirmed).
• IGJ fees. Current IGJ fee amounts for associative contracts and trusts are not in an official source reviewed (unconfirmed).
• Fideicomiso al costo. No statute or ARCA general resolution in the sources addresses VAT, gross income and income tax on adjudication of units at cost; positions remain contested (unconfirmed).
• UTE income tax reporting. Whether ARCA requires a UTE level information return or specific forms is not in the sources (unconfirmed).
• No pending bill amending CCyC arts. 1442 to 1478 or 1666 to 1707 was found in the sources reviewed.

FAQ

1. Is a UTE a company or legal entity? No. Associative contracts "no son, ni por medio de ellos se constituyen, personas jurídicas, sociedades ni sujetos de derecho" (CCyC art. 1442). For tax purposes, however, a UTE is a VAT subject (VAT Law art. 4) and a gross income taxpayer (CABA Tax Code art. 10(3)).

2. Are UTE members jointly and severally liable? Not by default. Art. 1467 says solidarity is not presumed unless the contract provides it. Tender documents often require it. In CABA, members are jointly liable for the UTE's local taxes (Tax Code art. 13).

3. Who pays income tax on a UTE's profit? The members, each on its share; ARCA withholds on payments to UTEs member by member (RG 830 art. 8 and Annex V(f)). The UTE itself is not listed as an income taxpayer in the ITL (unconfirmed).

4. Can a foreign company be a UTE member? The CCyC does not prohibit it and art. 1463 contemplates works "dentro o fuera de la República". The foreign company will normally need registration in Argentina and a CDI or CUIT (unconfirmed), and its participation may create a permanent establishment for tax (unconfirmed).

5. How long can a trust last? Up to 30 years from the contract, except where the beneficiary is incapacitated (CCyC art. 1668).

6. Is a construction trust taxed like a company? Only if settlors and beneficiaries do not fully coincide, if it is a financial trust, if a settlor beneficiary is a foreign resident, or if it elects to be taxed (ITL arts. 53(c), 54, 73(a)(6) and (8); Decree 862/2019 art. 130). Otherwise results flow through to the settlors.

7. Does the trust pay wealth tax? Yes, personal assets tax as a substitute at 0.50% of trust assets at 31 December, paid by the trustee (Law 23.966, article after art. 25), except financial trusts and certain state infrastructure trusts.

8. Must every trust be registered? The CCyC says the contract "debe inscribirse en el Registro Público que corresponda" (art. 1669). In CABA, the IGJ registers trusts with a CABA trustee, CABA assets or IGJ registered shares (IGJ Rules art. 208). Separately, every domestic trust is registered with ARCA through RG 3312 (arts. 1 and 6).

9. What happens if a trust runs out of money? Trust debts are paid only from trust assets; nobody else is liable unless they agreed to be (art. 1687). The trust cannot be declared bankrupt; the court liquidates it applying bankruptcy rules. In construction trusts, the contract usually provides capital calls to avoid this.

10. Who must be disclosed as beneficial owner of a trust? For ARCA: any natural person with an interest or control, and always settlors, trustees, remaindermen, beneficiaries and protectors who are natural persons; 2% for publicly offered trusts (RG 3312 art. 2). For the IGJ: beneficial owners of each party (IGJ Rules art. 421). See Beneficial ownership.

11. What is the difference between an ordinary trust and a financial trust? A financial trust has a financial entity or CNV authorised trustee and beneficiaries who hold securities backed by the trust assets (art. 1690). Publicly offered ones are supervised by the CNV and not registered with the IGJ (IGJ Rules art. 208). They never get income tax pass through (ITL art. 73(a)(6)).

12. Is a participation agreement registered anywhere? No. It has no name, no form and no registration (art. 1448). The manager acts in its own name with unlimited liability; the silent participant's losses are capped at its contribution (arts. 1449 and 1452).

Primary sources

• Civil and Commercial Code, Law 26.994, arts. 320, 1442 to 1478, 1666 to 1707 (original text; cross checked against the Infoleg updated text in where the only amendment found in the
• Income Tax Law, t.o. 2019, Decree 824/2019, updated text, arts. 49, 53, 54, 73, 74, 97, 99 and residents list
• ARCA, Impuesto a las Ganancias Personas Jurídicas, Escala 2026
• Regulatory Decree 862/2019, updated text, arts. 2, 129 to 134, 170, 287, 293 and related party list
• VAT Law, t.o. 1997 (Decree 280/97), updated text, arts. 3, 4, 5, 10, 28
• Law 23.966, Title VI, personal assets tax, updated text, arts. 22(k), 25 and article after art. 25
• Law 11.683, updated text, article after art. 38
• AFIP RG 3312/2012, updated text, arts. 1 to 16 and Annexes I and II
• AFIP RG 5285/2022, table of due dates (image `afip_rg5285_2022_img3.jpg`)
• AFIP RG 830/2000, updated text, art. 8 and Annex V
• AFIP RG 2371/2007, updated text, Annex notes to art. 1
• IGJ RG 15/2024 (IGJ Rules), updated text, recital 52, arts. 4, 35, 36, 205 to 212, 414, 421 and Book X (; BO 16 July 2024)
• Decisión Administrativa 46/2001, IGJ fees, art. 2 (; amendments list
• Law 19.550, updated text, art. 30
• Law 25.246, updated text, art. 20
• CABA Tax Code T.O. 2026, Decree 172/2026 Annex I, arts. 10, 11, 13, 197, 220, 298, 348
• CABA Ley Impositiva 2026, Law 6.927, Annex, arts. 4, 30, 34, 36
• PBA Tax Code, Law 10.397, updated, art. 19, exemptions and penalties
• PBA Ley Impositiva 2026, Law 15.558, arts. 53 and 58
• MECON Res. 1/2026, CNV fees, Annex II

Related pages

• SA and SAU (corporation)
• SAS (simplified corporation)
• SRL (limited liability company)
• Branch and foreign company registration
• IGJ vs provincial registries
• Notaries, apostilles and book rubrication
• CUIT, bank account and directors
• Beneficial ownership