Dissolving and liquidating a company in Argentina

Key rules

1. The legal framework and who does what

1.1 The statutes

• LGS 19.550 (t.o. Decree 841/1984, BO 30 March 1984), Chapter I, Section XII (arts. 89 to 100, partial resolution and dissolution) and Section XIII (arts. 101 to 112, liquidation). Articles 93, 94, 94 bis and 100 were rewritten by Law 26.994 (BO 8 October 2014, in force 1 August 2015), the law that enacted the Civil and Commercial Code. Article 1 now allows a single member company only as an SA, so an SRL must keep at least two partners.
• Law 27.349 (Entrepreneurial Capital Support Law), Title III, for the SAS. Article 55 deals with dissolution and article 56 with liquidation. The law dates from 2017 (BO 12 April 2017 (unconfirmed)).
• Civil and Commercial Code (Law 26.994), art. 328 on keeping books for ten years.
• LCT 20.744 (t.o. 1976) for employees, as amended most recently by Law 27.802 (BO 6 March 2026), which rewrote arts. 231(b), 245 and 248 among others.
• Law 24.013 (National Employment Law), arts. 98 to 105, on the preventive crisis procedure.
• Law 11.683 (Tax Procedure Law, t.o. Decree 821/1998), arts. 6, 8 and 56.
• Income Tax Law, t.o. Decree 824/2019 (LIG), arts. 49, 73, 97 and 102, and the regulatory provision on redemption of shares (art. 139 of the regulation).
• Law 23.966, Title VI (personal assets tax), the article added after art. 25 on shares held by foreign owners.
• BCRA "Exterior y Cambios", consolidated text updated to 14 September 2026 (last communication included: A 8481), points 3.4, 3.13 and 3.16.

1.2 The registry

The LGS refers to the "Registro Público de Comercio". In the City of Buenos Aires that registry is run by the IGJ. The IGJ rules for companies are the IGJ Norms approved by RG IGJ 15/2024:

• signed 15 July 2024, published in the Boletín Oficial on 16 July 2024 (notice no. 46017/24);
• annexes corrected by RG IGJ 16/2024 (BO 24 July 2024);
• in force from Friday 1 November 2024, replacing RG IGJ 7/2015 and the resolutions issued under it (RG 15/2024 art. 2);
• files already under way on that date continue under the old rules, but the applicant may ask for any more favourable new rule to be applied (art. 4);
• amended since, among others, by RG IGJ 4/2026 (BO 26 May 2026), which rewrote the rules for closing branches of foreign companies (art. 199) and for cancelling an art. 123 registration (art. 202).

The page refers to the relevant articles of Annex A as "IGJ Norms art. X". The articles on dissolution and liquidation (arts. 159 to 163, Chapters VI and VII on extension, reactivation, dissolution, liquidation and cancellation) show no amendment notes in the updated Infoleg text used for this page, so they are taken to be in force as originally approved (unconfirmed).

The IGJ only has jurisdiction over companies domiciled in the City of Buenos Aires. Companies registered in Córdoba, Mendoza, Santa Fe, Buenos Aires Province or elsewhere file with the provincial registry (for example the provincial "Dirección de Personas Jurídicas" or equivalent), whose documentary requirements, fees and timing are not in the sources used for this page (unconfirmed). The LGS rules are the same everywhere because the LGS is a national law.

1.3 Supervision levels

An SA that falls within LGS art. 299 is subject to permanent state supervision "during its operation, dissolution and liquidation". Item 2 of that article covers SAs with capital above an amount that the Executive updates; Resolution 10/2024 of the Ministry of Justice (BO 8 February 2024) set it at ARS 2,000,000,000 (about US$1,278,854 at the 23 Oct 2026 dólar MEP rate (unconfirmed)). Below that, and for SRLs, the registry checks the filings but does not supervise the liquidation day to day. An SRL whose capital reaches the art. 299(2) amount must report to its statutory auditor (sindicatura) and have the final balance approved by a meeting (LGS arts. 104 and 110). The IGJ itself has stated in the recitals of RG IGJ 11/2024 that Law 27.349 does not subject the SAS to IGJ supervision during its operation, dissolution and liquidation; the IGJ acts only as registry.

2. Dissolution: the causes

2.1 The list in article 94

Article 89 lets the bylaws add other causes. Article 94 bis removes the old rule that a company with a single partner had to be dissolved: the reduction to one partner is no longer a cause of dissolution. For partnerships "en comandita" and "de capital e industria" it triggers automatic conversion into a single member SA if no other solution is adopted within three months. For an SRL left with a single partner, art. 94 bis does not prescribe conversion; since art. 1 only allows single member companies as SAs, the practical solution (bring in a second partner, transform into an SA or SAS, or dissolve) should be checked with the registry (unconfirmed).

2.2 When the dissolution takes effect

• Between partners, from the date of the resolution or the date on which the cause occurred. A court declaration of dissolution is retroactive to the date of the cause (art. 97).
• Against third parties, only from registration, after publication where the type requires it (art. 98). Until then a creditor can treat the company as operating normally.
• For the directors or managers, from the expiry of the term, the dissolution resolution or the declaration that a cause exists. From that moment they may only deal with urgent matters and must take the steps needed to start the liquidation. Any other operation makes them unlimitedly and jointly liable to third parties and partners (art. 99).

2.3 Loss of capital and mandatory reduction

Two rules work together:

• Art. 206: a capital reduction is mandatory when losses absorb the reserves and 50% of the capital.
• Art. 94(5): the loss of the capital is a cause of dissolution, which partners can avoid by restoring the capital in full or in part, or by increasing it (art. 96). In an SA the restoration ("reintegración") requires the vote of the majority of shares with voting rights, without plural voting (art. 244, last paragraph), and is a matter for the extraordinary meeting (art. 235(2)).

Law 27.541 (BO 23 December 2019), art. 59, suspended arts. 94(5) and 206 "until the end of the period established in article 1" of that law. Article 1 delegated powers until 31 December 2020. On the face of the text, the suspension therefore ended on 31 December 2020. Whether any later norm extended it is not shown in the Infoleg notes to the LGS used for this page (unconfirmed). A company with heavy accumulated losses (common in Argentina after devaluations, when foreign currency debt is restated) should test both rules at each year end. See Worked example 3.

2.4 Going back: extension, reactivation and removal of the cause

• Extension (prórroga): requires unanimity unless the bylaws say otherwise, with special rules for SAs and SRLs, and must be resolved and filed before the term expires (art. 95).
• Reactivation (reconducción): allowed with the same majorities as long as the liquidator's appointment has not been registered, without prejudice to the liability under art. 99. Any later reactivation requires unanimity for every type (art. 95). The IGJ will not register a reactivation if the cause of dissolution was a sanction (IGJ Norms art. 159).
• Removal of the cause: the governing body may remove any cause of dissolution if the activity is economically and socially viable, before the registration is cancelled, without prejudice to third parties (art. 100). In case of doubt about whether a cause exists, the law favours the survival of the company.
• SRL and SA partners who disagree: transformation, merger, spin off, extension, reactivation, transfer of domicile abroad and a fundamental change of object give dissenting SRL partners a withdrawal right (receso) under art. 245 (art. 160). Early dissolution itself is not on the receso list.

3. The resolution to dissolve

3.1 Majorities by type

Under LGS art. 235(4) the extraordinary meeting of an SA is also the body that appoints, removes and pays the liquidators and approves the final accounts of the liquidation.

3.2 Publication

SRLs and SAs must publish a one day notice in the official gazette with the date of the resolution approving the dissolution (art. 10(b)). For an SAS the equivalent is Law 27.349 art. 37(b). The IGJ asks that the art. 10 and 98 notice for SRLs and SAs also state the identity of the liquidator and the special domicile constituted (IGJ Norms art. 160(2)(b)). In the City of Buenos Aires, the "diario de publicaciones legales" is the Boletín Oficial de la República Argentina (unconfirmed).

3.3 Registering the dissolution and the liquidator (IGJ)

IGJ Norms art. 160 requires:

1. A notarial deed (testimonio) or original private instrument containing the transcript of the meeting with its attendance register, or of the partners' meeting, that resolved the dissolution and appointed the liquidator.
2. Proof of publications:
3. for SAs, the notice calling the meeting (art. 237 LGS), unless the meeting was unanimous; for other types, the pre qualification opinion (dictamen de precalificación) must confirm that the call or consultation was regular, unless all partners were present;
4. for SAs and SRLs, the art. 10 and 98 notice with the date of the resolution, the liquidator's identity and special domicile.
5. The liquidator's acceptance of office and, where relevant, compliance with domicile requirements, under IGJ Norms art. 105 (not reproduced in this page) (unconfirmed).

The filing channel (the IGJ online procedure system), the form names and the filing fee are not in the sources used for this page (unconfirmed). Do not rely on any form code that is not confirmed by the IGJ.

4. The liquidator

4.1 Who

• Default: the management body (managers of an SRL, the board of an SA) becomes the liquidator, unless special circumstances apply or the bylaws provide otherwise (art. 102).
• Otherwise: the partners appoint the liquidator(s) by majority within 30 days of the company entering liquidation. If they do not, or the liquidator does not act, any partner may ask the court to appoint one (art. 102).
• SAS: the administrator, the legal representative or the person appointed by the partners' meeting or sole partner (Law 27.349 art. 56).
• Registration: the appointment must be registered (art. 102).
• Removal: by the same majority that appointed; any partner, or the statutory auditor, may sue for removal for just cause (art. 102).

A foreign parent often appoints a local professional (lawyer or accountant) as liquidator so that someone with a local domicile signs filings, deals with the bank and receives notices. Whether a non resident may act as liquidator, and what domicile and guarantee requirements apply, follows the rules for directors and managers that the IGJ Norms incorporate by reference (art. 160 refers to art. 105) (unconfirmed).

4.2 Powers and duties

• Representation: the liquidator represents the company and may carry out all acts needed to realise the assets and pay the liabilities (art. 105).
• Instructions: the liquidator follows the partners' instructions given in the manner applicable to the type, and is liable for damages if they are ignored (art. 105).
• Name: every document must use the company name with the addition "en liquidación". Omitting it makes the liquidator unlimitedly and jointly liable for damages (art. 105).
• Calls for contributions: if company funds are not enough to pay debts, the liquidator must demand from the partners the contributions due under the type or the contract (art. 106). In an SRL or SA this means unpaid subscribed capital, not personal liability for company debts.
• General standard: obligations and liability follow the rules for directors and managers (art. 108), that is, loyalty and the diligence of a good businessperson (unconfirmed).

4.3 Tax exposure of the liquidator

Law 11.683 art. 6(1)(c) makes "representatives of companies in liquidation" responsible for paying the company's taxes with the resources they manage, and art. 6(1)(d) does the same for directors and managers. Under art. 8(a) these persons are personally and jointly liable with their own assets if, through breach of their tax duties, the tax is not paid and the company does not regularise within 15 days of an administrative demand. They escape this liability only if they prove that the failure is not subjectively attributable to them. Practical consequence: a liquidator should not distribute cash to the partners while tax returns or assessments are open.

ARCA's power to assess and collect generally prescribes after 5 years for registered taxpayers, reduced to 3 years where the return was filed and paid on time and ARCA does not challenge it for a significant discrepancy (Law 11.683 art. 56(a), as substituted by Law 27.799, BO 2 January 2026). The test of "significant discrepancy" was redefined by Law 27.826 (BO 9 October 2026), in the unnumbered article after art. 56 (an increase of at least 15% in the tax, an amount above the threshold of the Criminal Tax Regime, or use of false invoices). The period runs from 1 January after the year in which the return was due (art. 57). Cancellation in the registry does not by itself end ARCA's claims; liquidators and partners should keep evidence and reserves accordingly.

5. Inventory, balance and reporting

• Inventory and balance: within 30 days of taking office, the liquidator prepares an inventory and balance of the company's assets and makes it available to the partners. The partners may extend the period to 120 days by majority. Failure to comply is cause for removal, forfeits the right to remuneration and creates liability for damages (art. 103).
• Quarterly information: at least every quarter the liquidator reports to the partners on the state of the liquidation. In SAs, and in SRLs whose capital reaches the art. 299(2) amount, the report goes to the statutory auditor (art. 104).
• Annual balances: if the liquidation runs on, annual balances are also prepared (art. 104). Whether these annual liquidation statements must be filed with the IGJ follows the general rules on filing financial statements (unconfirmed).

The inventory is the base document for everything that follows: it fixes what must be sold or collected, which debts and contingencies exist (including labour and tax), and what the partners can expect to receive. Accounting standards for a "liquidation basis" balance (valuation at realisable value rather than going concern) are set by the professional accounting standards, not by the sources used for this page (unconfirmed).

6. Realising assets and paying creditors

6.1 Order of work

There is no statutory order of tasks, but the LGS logic is clear: realise assets, extinguish liabilities (art. 105), and only then prepare the final balance and distribution plan (art. 109: "Extinguido el pasivo social"). Partial distributions before all debts are paid are allowed only if all company obligations are sufficiently guaranteed. In SAs, shareholders holding 10% of the capital may ask for a partial distribution in those conditions; in other types any partner may. If the liquidators refuse, a court decides. A partial distribution is published in the same way and with the same effects as a capital reduction (art. 107), which gives creditors the opposition rights that apply to capital reductions (arts. 203 and 204 LGS, not reproduced here (unconfirmed)).

6.2 Typical items

7. Employees on closure

7.1 Which severance applies

The closure of the business ends every employment contract. The employer must pay the termination amounts set by the LCT. The key question is whether the reduced severance of art. 247 (half the art. 245 amount) is available.

• Art. 245 (ordinary dismissal without cause): one month's salary per year of service or fraction over three months, based on the best monthly normal and habitual salary accrued in the last year (or the period of service if shorter). Since Law 27.802 (BO 6 March 2026) the text defines "remuneration" as the amount accrued and paid in each calendar month, excluding non monthly items such as the annual bonus (SAC), vacations and non monthly premiums; "habitual" items are those accrued for at least six months in the last calendar year; variable items are averaged over six months or the year if more favourable. The base is capped at three times the average monthly salary under the applicable collective agreement, with a floor of 67% of the employee's own base. The indemnity can never be less than one month's salary. Collective agreements may replace the regime by a severance fund.
• Art. 247 (force majeure or lack or reduction of work): where the dismissal is due to force majeure or to lack or reduction of work not attributable to the employer and duly justified, the indemnity is half of art. 245. Dismissals must start with the least senior staff in each speciality, and within the same six month intake, with those with fewer family dependants.
• Art. 251 (bankruptcy): if the bankruptcy of the employer ends the contract and was due to causes not attributable to the employer, art. 247 applies; otherwise art. 245.

A voluntary closure decided by a profitable foreign group for strategic reasons is, on the wording of art. 247, difficult to fit within "not attributable to the employer". Case law on the burden of proof and the standard of "lack of work" is not in the sources for this page; a conservative budget should assume full art. 245 severance unless the company can document an external cause it could not avoid (unconfirmed).

7.2 Other amounts due on termination

Since Law 27.802 the art. 245 indemnity is described as the only compensation for dismissal without cause; receiving it extinguishes any judicial or extrajudicial claim linked to the dismissal, including civil claims, except claims based on criminal offences. This should reduce, but not eliminate, litigation risk on closure.

Employer social security contributions on salary items, and the treatment of notice and severance for contributions and income tax withholding, are outside the sources reviewed here (unconfirmed).

7.3 Collective dismissals: the preventive crisis procedure

If the dismissals or suspensions for force majeure, economic or technological reasons affect more than 15% of the workforce in companies with fewer than 400 workers, more than 10% in companies with 400 to 1,000, or more than 5% in companies with more than 1,000, the employer must first go through the preventive crisis procedure before the Labour Ministry (Law 24.013 art. 98):

Breaching the standstill means the affected workers keep their jobs and must be paid lost wages (art. 104). Law 27.802 also refers to a duty to negotiate in good faith in crisis procedures and requires the company to inform about the causes of the crisis and their effects on employment (Law 27.802, provision on collective bargaining information duties, item C (unconfirmed)). The "competent ministry" today is the labour area of the Ministry of Human Capital (unconfirmed).

On a total closure, the crisis procedure is relevant because the dismissal of 100% of staff exceeds every threshold. Whether it is mandatory where the company ceases all activity, as opposed to a partial reduction, is not settled by the text (unconfirmed).

7.4 The new Labour Assistance Funds (FAL)

Law 27.802 (Title II, arts. 58 to 61 in the texts we reviewed) creates Fondos de Asistencia Laboral to help employers meet payments under LCT arts. 95, 212, 232, 233, 241, 245, 246, 247, 248, 250 and 254, among others. Each employer must open a segregated account with an entity authorised by the CNV, funded with a monthly contribution of 1% of the SIPA contribution base for large companies and 2.5% for micro, small and medium companies (art. 60), which the Executive may raise to 1.5% and 3%. Payments are channelled through ARCA as a collection agent only. The funds cover only workers registered at least 12 months before termination. The start date depends on regulations (unconfirmed). When regulations are in force, a company in liquidation should check the balance of its FAL account as a source of funds for severance and the treatment of any surplus (unconfirmed).

8. Taxes in liquidation

8.1 The company stays a taxpayer

Under LGS art. 101 the company in liquidation keeps its legal personality for the purposes of the liquidation. For tax purposes it remains an income taxpayer under LIG art. 73(a) until the end of the liquidation (unconfirmed), with the 2026 rate scale:

Source: ARCA "Escala 2026" for legal entities. Whether the final liquidation period is a short fiscal year with its own return, and how ARCA wants it filed, is not covered by the sources (unconfirmed). Any tax loss carryforward that remains when the company is cancelled is lost; it cannot be transferred to the partners (unconfirmed).

8.2 Distribution to partners: dividend or return of capital

The LIG does not have an article written specifically for liquidation distributions in the sources reviewed. The closest rules are:

• LIG art. 49: dividends, in cash or in kind, are taxable for the recipient whatever the company funds used, including old reserves. In case of total or partial redemption of shares, the excess of the redemption amount over the computable cost of the shares is treated as a dividend. Computable cost per share is the company's equity in the last closed commercial balance before the redemption, less liquid and realised profits and reserves originating in such profits, divided by the shares in circulation.
• LIG art. 97: the dividend rate for individuals is 7%; when dividends are paid to beneficiaries abroad, the payer withholds that percentage as a single and definitive payment.
• Regulation art. 139: repeats the redemption rule and the conversion of amounts.
• LIG art. 102: the general 35% withholding on payments to foreign beneficiaries expressly excludes dividends.

On that basis, the common reading is that the part of a final distribution that returns paid in capital (and capital adjustments) is not income, and the part that represents accumulated profits is a dividend subject to 7% withholding when paid to a non resident (unconfirmed). Worked example 1 uses this reading. Tax treaty relief and the foreign parent's home country treatment are outside this page.

8.3 Personal assets tax on the shares (substitute taxpayer)

Under the article added after art. 25 of Law 23.966 (as substituted by Law 27.541), the company must pay personal assets tax at 0.50% on the equity value of shares or quotas held by individuals (local or foreign) and by foreign companies, as a single and definitive payment. Foreign corporate shareholders are presumed, without evidence to the contrary, to belong indirectly to foreign individuals. The company may recover the amount from the shareholder, including by withholding from distributions. A company in liquidation must therefore budget this tax for each 31 December on which it still exists, and can deduct it from the final distribution (unconfirmed).

8.4 Provincial gross income tax

The IGJ will not cancel a company without "proof of filing the cessation of activities of the company with the Dirección General de Rentas for gross income tax" (IGJ Norms art. 161(6)). Companies under the Multilateral Agreement (Convenio Multilateral) can file the total cessation of activities through the Registro Único Tributario, Padrón Federal, which COMARB describes as a single channel for registration, changes, partial and total cessation, transfer of a going concern, merger and spin off (COMARB Padrón Federal page; RG CA 5/2019). Provincial rules on final returns, stamp tax on liquidation acts and tax clearance certificates are not in the sources (unconfirmed).

8.5 Cancelling the CUIT and national tax registrations

The national tax ID (CUIT) and the registrations for income tax, VAT and as employer must be closed with ARCA once the company has no more activity. The ARCA resolution that governs the cessation of registrations and the cancellation of the CUIT, the online service used and any requirement of prior filing of all returns could not be confirmed from the sources available for this page (unconfirmed). In practice:

1. file all returns up to the cessation date, including the final income tax return, final VAT return and final payroll return;
2. file the final returns as withholding agent;
3. request the deregistration of each tax ("baja de impuestos") and then the cancellation of the CUIT through ARCA's online services (unconfirmed);
4. keep the tax ID active long enough to receive any refund, and to file the BCRA "Relevamiento de activos y pasivos externos" for the last period if required.

Do not cancel the CUIT before the final transfer abroad is made: the bank needs an active CUIT to process the foreign exchange transaction (unconfirmed).

9. Final balance and distribution plan

1. Preparation: once all liabilities are extinguished, the liquidators prepare the final balance and the distribution plan. The plan reimburses the capital contributions first and then distributes any surplus in proportion to each partner's share in profits, unless the contract provides otherwise (art. 109).
2. Communication and challenge: the final balance and plan, signed by the liquidators, are communicated to the partners, who may object within 15 days. Any court action must be brought within the following 60 days, and all challenges are joined in one case (art. 110).
3. Approval by meeting: in SAs, and in SRLs whose capital reaches the art. 299(2) amount, the final balance and plan are also signed by the statutory auditors and submitted to a meeting. Absent or dissenting partners may challenge within the same periods counted from approval (art. 110).
4. Filing and execution: the approved documents are added to the company file in the registry, and the distribution is carried out (art. 111).
5. Unclaimed amounts: amounts not claimed within 90 days of filing those documents are deposited in an official bank for the owners; after 3 years they pass to the school authority of the jurisdiction (art. 111).

For a foreign parent, the distribution plan should identify the amount that corresponds to capital and the amount that corresponds to profits, because the bank will apply different BCRA rules to each (section 11) and the tax treatment differs (section 8.2).

10. Cancellation of the registration

10.1 After liquidation

LGS art. 112 provides that the registration of the company contract is cancelled when the liquidation ends, and that, absent agreement among the partners, the registry judge decides who keeps the books and documents. In the City of Buenos Aires, IGJ Norms art. 161 requires:

1. a notarial deed or original private instrument with the transcript of the meeting (and attendance register) or partners' meeting that approved the final liquidation balance and the distribution plan and decided on the custody of books and documents;
2. the approved final liquidation balance and distribution plan, in normal and wide margin ("margen ancho") copies, in original or with the handwritten signatures of the accountant, the liquidator and the statutory auditor if any, with an audit report containing an opinion;
3. a report of a registered public accountant indicating the bound book and pages where the final balance is transcribed, and certifying the execution of the distribution plan and whether any balances remain to be reimbursed (not needed if this already appears in the professional opinion under Annex II of the Norms);
4. a notarised copy of the numbered page of each bound book in use, showing after the last entry a closing note signed by the liquidator (and statutory auditor) stating that the liquidation has ended; this may be replaced by a notarial certification, or by a statement of the notary in the deed under item 1;
5. a note from the person who will keep the books, records and documents, with notarised signature, confirming possession, giving personal details and a special domicile in the City of Buenos Aires, listing the items and confirming that the closing notes are there and that no later entries exist (not needed if all this appears in the resolution transcribed under item 1);
6. proof of filing the cessation of activities with the provincial revenue office (Dirección General de Rentas) for gross income tax;
7. for SAs, publication of the meeting call, unless the meeting was unanimous; for other types, the pre qualification opinion must confirm the regularity of the call.

The custodian must keep the books for the 10 years required by CCyC art. 328, counted from the last entry.

If registered assets are discovered after cancellation, the company may ask to reopen the liquidation, without prejudice to the liability of the liquidator and the partners (IGJ Norms art. 163).

10.2 Cancellation without liquidation for companies that never operated

IGJ Norms art. 162 offers a short route for companies that ask for cancellation within six years of registration. The six year period is "strictly observed" and admits no exception. The company must meet three negative conditions:

1. no other registry filing and no financial statements filed since registration;
2. no registration or filing of any kind for any tax or social security regime, and no use of the bylaws for any purpose;
3. no registered assets.

Requirements include: the original incorporation instrument; a deed or instrument signed by all partners, managers or directors and statutory auditors, containing a sworn statement that the company stayed within the negative conditions, made no operations, returned the contributions and faces no lawsuits, and an express assumption of unlimited joint and several liability by the signatories for any obligations that might have been incurred; a certificate issued within 30 working days showing no bankruptcy petitions; a one day publication in the Boletín Oficial and in a newspaper of national circulation; book closing certification if books were bound; a custodian note; and, for SAs, proof of payment of annual IGJ fees for each period at the lowest amount plus interest.

Two warnings follow from the text:

• Condition 2 excludes most foreign owned companies, because a company normally obtains a CUIT soon after registration to open a bank account. Whether merely obtaining a CUIT breaches condition 2 is a question to confirm with the IGJ (unconfirmed).
• The IGJ states as a general principle that, until a company cancels its registration, it remains subject to IGJ jurisdiction for filing financial statements and paying the applicable fees (art. 162, end of item II). A "dormant" company keeps accruing obligations.

10.3 Provincial registries

For companies registered outside the City of Buenos Aires, the equivalent steps are taken before the provincial registry. Requirements, fees and timing vary by province and are not in the sources (unconfirmed). A company that moved its domicile from a province to the City (or vice versa) must make sure the previous registration was also cancelled: the IGJ will not make new registrations until the company proves the cancellation in the provincial jurisdiction (IGJ Norms art. 171 on changes of jurisdiction, as substituted by RG IGJ 4/2026 art. 5). For foreign companies that adapt to a local type, IGJ Norms art. 193 (as substituted by RG IGJ 4/2026 art. 10) requires proof of cancellation of any provincial registration within 60 days.

11. Sending the money home: the official exchange market

11.1 The general rule

BCRA point 3.13.1 states that access to the exchange market to repatriate investments of non residents, and other purchases of foreign currency by non resident clients, requires prior BCRA approval, except for a list of operations. For a foreign parent closing an Argentine company, the relevant exceptions are:

If the repatriation consists of a capital reduction or return of irrevocable contributions, the bank must also see documents proving that the legal mechanisms were complied with and that the resulting peso liability to the non resident was reported in the last due "Relevamiento de activos y pasivos externos" (final paragraph of 3.13.1). By analogy a bank will ask for the approved final liquidation balance and distribution plan, and evidence of their filing with the registry (unconfirmed).

The communication that introduced the 180 day period for contributions from 21 April 2025 is not identified in the texts we reviewed; the rule is taken from the consolidated text (unconfirmed). Communication A 8226 (11 April 2025, in force 14 April 2025) introduced the access for profits of fiscal years starting from 1 January 2025 (point 6 of that communication).

11.2 Sworn statements the bank will ask for

• Point 3.16.2: a sworn statement that all foreign currency holdings in Argentina are deposited in local financial institutions and that, at the start of the day, the client did not hold CEDEARs and liquid external assets above US$100,000 in total.
• Point 3.16.3: for clients other than resident individuals, a sworn statement that on that day and in the previous 90 calendar days the client did not, directly or indirectly, sell securities for foreign currency settlement in the country, swap local securities for external assets, transfer securities abroad, buy foreign securities or CEDEARs with pesos, buy foreign law private debt, or deliver pesos or local assets in exchange for external assets, crypto assets or securities abroad.

A company in liquidation that has used the "MEP" or "CCL" securities route in the 90 days before the final transfer cannot sign the 3.16.3 statement and will need prior BCRA approval for that period (unconfirmed).

11.3 What this means in practice

• Capital contributed before 2 October 2020 does not fit 3.13.1.7 and needs prior BCRA approval unless another exception applies.
• Profits of fiscal years starting before 1 January 2025 do not fit 3.4.4.1; they need another 3.4.4 route (BOPREAL, 30% of new contributions) or prior BCRA approval.
• Whether the profit of the final, short liquidation period counts as "annual regular audited financial statements" for 3.4.4.1 is doubtful (unconfirmed).
• Amounts that cannot be transferred can be kept in a local account in the name of the foreign shareholder, invested locally, or transferred through other lawful routes, but the liquidation cannot close until the distribution is executed or the amounts are deposited under art. 111. Plan the FX route before signing the distribution plan.

12. SAS: what is different

• Dissolution: by will of the partners in a partners' meeting, by decision of the sole partner, or by any LGS cause (Law 27.349 art. 55).
• Liquidation: under the LGS (art. 56). The liquidator is the administrator, the legal representative or a person appointed by the partners' meeting or sole partner.
• Publication: one day notice in the legal publications gazette of the place of incorporation with the date of the dissolution resolution (art. 37(b)).
• Supervision: no IGJ supervision of operation, dissolution or liquidation (RG IGJ 11/2024 recitals). The IGJ acts as registry; its Norms list the SAS acts subject to registration, including dissolution, liquidation and registry cancellation (recitals of RG IGJ 12/2024).
• Single partner: a single member SAS is allowed, so the loss of a partner is never an issue.

In practice the IGJ applies arts. 160 and 161 of its Norms to SAS files with any adaptation provided in the SAS specific rules (unconfirmed). The SAS page of this guide covers incorporation and ongoing compliance.

13. Branches of foreign companies

A branch (art. 118 LGS registration) is not dissolved under art. 94, but is closed. After RG IGJ 4/2026 (BO 26 May 2026, in force the next day), IGJ Norms art. 199 requires:

• Closure and liquidator: foreign documents with the resolution of the competent body ordering the closure of the branch or representation, or the dissolution and liquidation of the company; the appointment of the liquidator, acceptance and domicile, and the person in charge of keeping books; proof of publication.
• Cancellation: a liquidation balance signed by the liquidator or the registered representative with an audit report showing that no liabilities payable in Argentina remain for obligations of the branch; a public accountant's report indicating the book and pages and certifying the payment of liabilities; and a note from the custodian with a special domicile in the City of Buenos Aires.

The cancellation of a foreign company registered under art. 123 (to hold shares in local companies) is governed by IGJ Norms art. 202, as substituted by RG IGJ 4/2026, starting with the resolution of the head office's competent body (unconfirmed).

14. Alternatives to liquidation

Keeping a dormant company has recurring costs: annual financial statements and their filing, IGJ annual fees for SAs, personal assets substitute tax at 0.5% on the equity value of foreign held shares, minimum professional fees, and tax filings. These costs and the risk of fines for non filing should be weighed against the one time cost of liquidation (unconfirmed).

Deadlines and periods

Timeline of norms

Step by step

Worked examples

Facts (hypothetical). "Andes Servicios SRL" is domiciled in the City of Buenos Aires. Its partners are a foreign parent (95%) and a foreign affiliate of the same group (5%), both non residents. The SRL was incorporated in 2021. Its paid in capital is ARS 100,000,000 (US$63,942.71 at MEP (unconfirmed)), contributed by the partners in March 2021 with foreign currency sold through the exchange market. Its fiscal year is the calendar year. Its accumulated profits are ARS 210,000,000 from fiscal years 2021 to 2024, and the rest from fiscal years 2025 and 2026. The capital is below the art. 299(2) amount, so no statutory auditor is required for the final balance approval. The partners resolve to dissolve on 30 October 2026, appoint the managing partner's local representative as liquidator, and the group decides to close all operations and dismiss the six employees on 10 November 2026 without notice.

Assumption on inflation adjustment. To keep the example readable, capital is shown at its nominal amount. Under Argentine accounting standards the equity accounts are restated for inflation; the treatment of the capital adjustment account for tax and FX purposes should be confirmed (unconfirmed).

Step 1: inventory at the start of liquidation (LGS art. 103)

Step 2: realisation (LGS art. 105)

All amounts are shown net of VAT, which the SRL collects on sales and pays to ARCA.

US$643,903.06 at MEP (unconfirmed).

Step 3: payment of liabilities

Remaining cash for distribution: 1,007,000,000 less 418,669,013 = ARS 588,330,987 (US$376,194.76 at MEP (unconfirmed)).

Step 4: income tax on the liquidation period

The liquidation period produces a tax loss, so no further income tax is due in this example, and the loss is lost when the company is cancelled (unconfirmed).

Step 5: final balance and distribution plan (LGS art. 109)

The surplus is shared 95/5 because the contract shares profits in proportion to quotas.

Step 6: dividend withholding (LIG arts. 49, 97, reading in section 8.2 (unconfirmed))

Total withholding: ARS 34,183,169 (US$21,857.64 at MEP (unconfirmed)). Check: 19,483,169.09 + 14,700,000.00 = 34,183,169.09, which equals 7% of 488,330,987.

Step 7: what each partner receives and through which FX route

In US dollars at MEP (unconfirmed), the parent's total is about US$336,620.26 (capital US$60,745.57; recent profits US$157,238.59; older profits US$118,636.10). The affiliate's total is about US$17,716.86.

Reading the result. Of the parent's ARS 526.4 million, only the ARS 95 million of capital and the part of the 2025 profits shown in audited annual statements can move abroad under the clearest exceptions. The ARS 185.5 million of pre 2025 profits is the problem tranche: the group must use a BOPREAL route, the 30% of new contributions route (which requires new capital, unlikely in a closure), or ask the BCRA for approval. If that tranche cannot be transferred when the plan is executed, the liquidator must hold it for the partner, and after 90 days deposit it in an official bank under art. 111. A practical alternative is to pay the pre 2025 profits as a dividend while the company is still operating in a year when another route is available, or to plan the closure for a later date when more profits are covered by 3.4.4.1. These planning points are outside the sources and must be confirmed with the bank (unconfirmed).

Facts (hypothetical). The six employees of Andes Servicios SRL are dismissed on 10 November 2026, without notice. All salaries are monthly, below the collective agreement cap, and have no variable items. No vacation for 2026 has been taken. The month has 30 days, so 20 days remain after the dismissal date. The second semester runs from 1 July: by 10 November, 4 months and 10 days have been accrued. Days worked in 2026: 314 of 365 (31 + 28 + 31 + 30 + 31 + 30 + 31 + 31 + 30 + 31 + 10).

Vacation days use the seniority each employee would have at 31 December (art. 150, last paragraph); none crosses a bracket in this example.

Step 1: seniority indemnity

Step 2: items due in both scenarios

Common items total: 16,400,000 + 6,800,000 + 6,985,680 + 3,683,333 = ARS 33,869,013 (US$21,656.76 at MEP (unconfirmed)).

Whether SAC is also due on the payment in lieu of notice and on the month of dismissal integration is a point of practice not settled in the sources (unconfirmed); it is not included.

Step 3: totals

The difference equals half of the art. 245 amount. Because a voluntary closure by a solvent group may not qualify for art. 247 (section 7.1), Worked example 1 budgets the art. 245 figure. Payment is due within 4 working days of 10 November 2026 (LCT arts. 255 bis and 128). Employer contributions on the salary items (month of dismissal, vacation, SAC) and any income tax withholding are additional (unconfirmed).

With six employees, a total closure exceeds the 15% threshold of Law 24.013 art. 98 (companies under 400 workers), so the preventive crisis procedure should be considered before notifying dismissals (unconfirmed).

Facts (hypothetical). An SA has capital of ARS 100,000,000 and reserves of ARS 20,000,000. At its year end it shows accumulated losses of ARS 90,000,000.

1. Art. 206 test. Reserves plus 50% of capital = 20,000,000 + 50,000,000 = ARS 70,000,000. Losses of 90,000,000 exceed 70,000,000, so a capital reduction is mandatory.
2. Art. 94(5) test. Equity = 100,000,000 + 20,000,000 less 90,000,000 = ARS 30,000,000, positive, so the capital is not wholly lost and the cause of dissolution does not arise on these figures.
3. If losses were ARS 125,000,000, equity would be negative (100,000,000 + 20,000,000 less 125,000,000 = ARS 5,000,000 negative). The capital is lost; under art. 96 the shareholders can avoid dissolution by restoring the capital in full or in part, or by increasing it. For example, a restoration of ARS 5,000,000 (US$3,197.14 at MEP (unconfirmed)) would bring equity back to zero, and a larger contribution would be needed to restore a positive capital.

Whether "loss of the capital" is measured against equity or another benchmark, and how the suspension under Law 27.541 art. 59 interacted with later norms, should be confirmed (unconfirmed). For a foreign parent the practical choice is often between recapitalising (a new contribution through the exchange market, which also opens BCRA route 3.4.4.4 for future dividends) and dissolving.

This budget is a planning tool. Professional fees, notary fees, Boletín Oficial publication fees and IGJ fees are not in the sources used for this page; the figures below are hypothetical placeholders chosen only to show structure and order of magnitude, and must be replaced with real quotes (unconfirmed).

Capital: no capital or deposit is required to dissolve. The company must pay its debts before distributing (LGS art. 109), so in practice the "capital" needed is enough cash to cover severance (Worked example 2: ARS 68.8 to 103.7 million for six employees) and taxes.

Months (editorial estimate, not from sources (unconfirmed)):

Cost to do it: liquidation expenses about ARS 45 million in this hypothetical (US$28,774 at MEP (unconfirmed)), plus severance of ARS 68.8 to 103.7 million for six staff, no capital requirement, about 6 to 18 months (unconfirmed). A company that never operated and qualifies under IGJ Norms art. 162 avoids most of these lines but its signatories assume unlimited joint liability.

Practical traps

1. Distributing before paying everyone. Art. 109 allows the final distribution only after liabilities are extinguished; art. 107 allows partial distributions only if all debts are sufficiently guaranteed, with publication. Liquidators who pay partners first face personal liability under LGS art. 108 and Law 11.683 arts. 6 and 8.
2. Forgetting "en liquidación". Every contract, invoice and letter signed after dissolution must use the name with "en liquidación" (art. 105). Omission creates unlimited joint liability for damages.
3. Managers acting as if nothing happened. After the dissolution resolution, managers may only handle urgent matters (art. 99). New business, even to "maximise value", must be done by the liquidator within the liquidation powers.
4. Assuming art. 247 half severance. The text requires a cause "not attributable to the employer" and "duly justified". Budget art. 245 unless the evidence is strong.
5. Ignoring the crisis procedure. Dismissing more than the art. 98 thresholds without the procedure may mean paying lost wages (Law 24.013 art. 104).
6. Old capital and old profits. Capital brought in before 2 October 2020 and profits of fiscal years before 2025 do not fit the main BCRA exceptions. Map every peso of the distribution to a BCRA route before signing the plan.
7. MEP or CCL operations in the last 90 days. They block the 3.16.3 sworn statement. Freeze treasury operations in securities well before the planned transfer.
8. Cancelling the CUIT too early. The bank and ARCA still need it for the final transfer, withholding returns and refunds (unconfirmed).
9. Gross income cessation. The IGJ will not cancel without proof of the gross income cessation filing (IGJ Norms art. 161(6)).
10. Registered assets left behind. A vehicle or real estate still in the company's name blocks cancellation or forces a reopening (IGJ Norms art. 163).
11. Provincial registration not cancelled. If the company was ever registered in a province, the IGJ may refuse new filings until the provincial cancellation is proven (IGJ Norms art. 171 as substituted by RG IGJ 4/2026).
12. Custodian domicile. The person keeping the books must give a special domicile in the City of Buenos Aires (IGJ Norms art. 161(5)). A foreign parent should name a local custodian.
13. Personal assets substitute tax at year end. If the liquidation crosses 31 December, the company owes the 0.5% tax on the foreign held equity for that year (unconfirmed).
14. Art. 162 shortcut misused. Signatories of an art. 162 cancellation assume unlimited joint liability for any obligation. If the company ever invoiced, hired or registered for tax, the shortcut is not available.
15. Loss of capital at year end. Heavy losses may trigger mandatory reduction (art. 206) or dissolution (art. 94(5)) even if no one intended to close. Test every year.
16. Claims after cancellation. Employee claims prescribe after 2 years (LCT art. 256) and tax powers after 5 years (Law 11.683 art. 56). Keep reserves, insurance or parent guarantees for that period.

Recent changes

• 1 November 2024: the IGJ Norms approved by RG IGJ 15/2024 (BO 16 July 2024) came into force, replacing RG IGJ 7/2015, including the current arts. 160 to 163 on dissolution, liquidation and cancellation.
• 11 April 2025 (in force 14 April 2025): BCRA Com. A 8226 allowed access to the exchange market for dividends to non residents from profits of fiscal years starting on or after 1 January 2025 (now point 3.4.4.1).
• From 21 April 2025: capital contributions brought in through the market can be repatriated without BCRA approval after 180 calendar days (point 3.13.1.7(i)) (unconfirmed).
• 2 January 2026: Law 27.799 rewrote Law 11.683 art. 56 (5 year prescription, 3 years for compliant returns not challenged).
• 6 March 2026: Law 27.802 amended LCT arts. 231 (notice), 245 (severance base, cap, single compensation), 248 and others, and created the Labour Assistance Funds.
• 26 May 2026 (in force 27 May 2026): RG IGJ 4/2026 rewrote the IGJ rules on closing branches of foreign companies (art. 199) and cancelling art. 123 registrations (art. 202), and on prior provincial cancellations.
• 14 September 2026: latest BCRA consolidated "Exterior y Cambios" text used for this page (last communication A 8481).
• 9 October 2026: Law 27.826 redefined "significant discrepancy" for the reduced 3 year prescription.

Pending changes

• Labour Assistance Funds: start date, authorised entities and use of FAL balances in a liquidation depend on regulations under Law 27.802 (unconfirmed).
• Crisis procedure: the Law 27.802 reference to negotiation in good faith and information duties in crisis procedures may be regulated further (unconfirmed).
• BCRA: the exchange rules change frequently. Any relaxation of the prior approval requirement in 3.13.1 or of the 2025 cut off in 3.4.4.1 would change Worked example 1 (unconfirmed).
• ARCA: the governing rule and online service for CUIT cancellation were not confirmed in the sources (unconfirmed).
• Provincial registries: provincial rules equivalent to IGJ Norms arts. 160 to 163 are not covered (unconfirmed).
• Status of LGS art. 94(5) and art. 206: confirm that no norm after Law 27.541 extended the suspension (unconfirmed).

FAQ

1. Can a foreign parent simply "abandon" its Argentine subsidiary? No. The company continues to exist until its registration is cancelled (LGS art. 112), and the IGJ keeps it subject to financial statement filings and fees until then (IGJ Norms art. 162, general principle). Tax registrations, employer duties and personal assets substitute tax continue. Managers and representatives may become personally liable for unpaid taxes (Law 11.683 arts. 6 and 8).

2. Who signs for the company once it is in liquidation? The liquidator, who represents the company and may do everything needed to realise assets and pay debts, using the name plus "en liquidación" (LGS art. 105). By default the liquidator is the management body (art. 102); in an SAS, the administrator, legal representative or a person appointed by the partners (Law 27.349 art. 56).

3. How long does the liquidator have to prepare the inventory? Thirty days from taking office, extendable by the partners to 120 days (LGS art. 103). Failing to do so is cause for removal and loss of remuneration.

4. Do employees get half severance because the company is closing? Only if the dismissal is due to force majeure or lack or reduction of work not attributable to the employer and duly justified (LCT art. 247). A strategic decision to close a viable business may not meet that test, in which case full art. 245 severance applies. Notice, month of dismissal, proportional vacation and proportional SAC are due in both cases (LCT arts. 231 to 233, 156, 123).

5. Can we pay the parent its capital back before all debts are settled? Only as a partial distribution, and only if all company obligations are sufficiently guaranteed, with publication like a capital reduction (LGS art. 107). Otherwise capital is returned in the final distribution after all liabilities are paid (art. 109).

6. Is the final distribution taxed in Argentina? On the reading used in this page, the part that returns capital is not taxed and the part that represents accumulated profits is a dividend subject to 7% withholding when paid abroad (LIG arts. 49 and 97) (unconfirmed). Treaty relief may apply and is outside this page.

7. Can the money be sent abroad without BCRA approval? Partly. Capital contributed through the exchange market from 2 October 2020 can be repatriated after 180 days (contributions from 21 April 2025) or 2 years (contributions between 2 October 2020 and 20 April 2025) (BCRA 3.13.1.7). Profits from audited annual statements for fiscal years starting from 1 January 2025 can be paid as dividends (3.4.4.1). Older capital and profits need another route or BCRA approval. The bank will also require the 3.16.2 and 3.16.3 sworn statements.

8. Our company was registered three years ago and never operated. Is there a shortcut? Yes, if within six years of registration it filed nothing with the registry, never registered for any tax or social security regime, never used its bylaws and owns no registered assets. All partners, managers and auditors must sign a sworn statement and assume unlimited joint liability (IGJ Norms art. 162). If the company obtained a CUIT or opened a bank account, check with the IGJ whether the shortcut is still available (unconfirmed).

9. What happens to amounts a partner does not collect? After 90 days from filing the final balance and plan with the registry, they are deposited in an official bank for the partner; after three years unclaimed they go to the school authority of the jurisdiction (LGS art. 111).

10. Who keeps the books after cancellation, and for how long? The person the partners appoint, or the registry judge if they disagree (LGS art. 112). The IGJ requires a note from the custodian with a special domicile in the City of Buenos Aires (IGJ Norms art. 161(5)). Books must be kept for ten years from the last entry (CCyC art. 328).

11. Can we change our mind after resolving to dissolve? Yes. The partners may reactivate the company (reconducción) while the liquidator's appointment is not registered, with the majority used for extensions; later reactivations require unanimity (LGS art. 95). The governing body may also remove the cause of dissolution before cancellation if the business is viable (art. 100).

12. Is a merger a way to avoid liquidation? Yes. In a merger the absorbed company is dissolved without being liquidated, and its assets and liabilities pass to the surviving company when the definitive merger agreement is registered (LGS arts. 82 and 94(7)).

13. How does closing a branch differ from liquidating a company? A branch is closed by a resolution of the foreign head office. To cancel the IGJ registration, the IGJ asks for a liquidation balance with an audit report showing no liabilities payable in Argentina, an accountant's certification that liabilities were paid, and a custodian with a City of Buenos Aires domicile (IGJ Norms art. 199, as substituted by RG IGJ 4/2026).

Primary sources

• Law 19.550, General Companies Law, t.o. Decree 841/1984, Infoleg updated text (arts. 1, 10, 11, 74, 77, 82, 83, 89 to 112, 160, 203, 204, 206, 235, 244, 299 and Infoleg notes
• Law 27.349, Entrepreneurial Capital Support Law, Title III, arts. 37, 55, 56
• IGJ, Resolución General 15/2024, IGJ Norms, Infoleg updated text (arts. 1 to 5 of the resolution and Annex A arts. 81, 82, 83, 159 to 163, 199, 202
• IGJ, Resolución General 11/2024 (recitals on SAS supervision
• IGJ, Resolución General 12/2024 (recitals on SAS registrable acts
• Civil and Commercial Code, Law 26.994 (art. 328
• Labour Contract Law 20.744, t.o. 1976, Infoleg updated text (arts. 121 to 123, 128, 150, 155, 156, 231 to 233, 245, 245 bis, 246 to 251, 255 bis, 256
• Law 27.802, Labour Modernization Law, BO 6 March 2026 (arts. 48, 51, 52, 53, 58 to 61
• Law 24.013, National Employment Law (arts. 98 to 105
• Law 11.683, Tax Procedure Law, t.o. Decree 821/1998 (arts. 6, 8, 56, unnumbered article after 56, 57
• Income Tax Law, t.o. Decree 824/2019 (arts. 49, 73, 97, 102 and regulation art. 139
• ARCA, "Impuesto a las Ganancias Personas Jurídicas, Escala 2026"
• Law 23.966, Title VI, personal assets tax, Infoleg updated text (article after art. 25
• Law 27.541, BO 23 December 2019 (arts. 1 and 59
• BCRA, Communication A 8226, 11 April 2025 (point 6
• COMARB, "Padrón Federal" page (and RG CA 5/2019

Related pages

• How long does it take to close a company in Argentina?
• Insolvency in Argentina: concurso preventivo, APE and quiebra
• Repatriating capital and leaving Argentina: getting your money out
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• How do I take money out of Argentina after selling property?