Selling shares in an Argentine company as a foreign seller: capital gains tax, withholding, payment via ARCA, registration and repatriating the proceeds

Key rules

1. Source and scope

• Non residents are taxed only on Argentine source income (ITL art. 1, last paragraph: "Los no residentes tributan exclusivamente sobre sus ganancias de fuente argentina").
• Direct sale. ITL art. 98 covers the gain from selling "acciones, valores representativos y certificados de depósito de acciones y demás valores, cuotas y participaciones sociales". Its fifth paragraph applies the article to a seller that is a beneficiario del exterior who does not reside in a non cooperative jurisdiction and whose funds do not come from one. In that case the gain, "incluida aquella a que hace referencia el artículo 15", falls under ITL art. 104 inc. i) and its second paragraph, at the rate in art. 98's first paragraph.
• Rates in art. 98, first paragraph. Inc. c): shares and similar instruments that (i) are listed on CNV authorised markets but do not meet art. 26 inc. u), or (ii) are not listed: 15%. Inc. a): peso bonds and similar without adjustment: 5%. Inc. b): bonds in foreign currency or with adjustment: 15%.
• Who is a beneficiario del exterior. ITL art. 102, last paragraph: someone who collects income abroad, directly or through agents or representatives in Argentina, or who collects it in Argentina without proving stable residence there.
• Indirect transfers (ITL art. 15). Gains of non residents from selling shares or interests in a foreign entity are Argentine source when both tests are met:
• a) at the time of the sale, or at any point in the 12 months before it, at least 30% of the market value of the interest comes from Argentine assets held directly or through other entities: shares or other interests in Argentine entities, permanent establishments in Argentina, or other assets located in Argentina. Argentine assets are taken at current market value.
• b) the interest sold, alone or together with controlled or related entities, spouse, cohabitant or relatives up to the third degree, is at least 10% of the equity of the foreign entity, at the sale or at any point in the 12 months before.
• The taxable gain is the gain under art. 98, fourth paragraph, point (ii), only in proportion to the weight of the Argentine assets in the value of the shares sold.
• The rule does not apply to proven transfers within the same economic group that meet the regulatory conditions. Decree 862/2019 art. 13 defines the group as an 80% common ownership test. It denies the exception where the main purpose is a more favourable tax treatment, including treaty benefits, and exempts intra group transfers after Title I of Law 27.430 took effect where the foreign interests were acquired before that date.
• Law 27.430 art. 86 inc. b): indirect transfers are taxed only for interests acquired from the entry into force of that law (Law 27.430 published in the BO on 29 December 2017) (unconfirmed).
• Decree 862/2019 art. 12: unlisted shares and interests (including SAU and SAS shares) held as Argentine assets are valued under art. 15 a) at the value set by an independent professional who meets ARCA's requirements (unconfirmed).

2. Exemption for listed shares (ITL art. 26 inc. u))

• The first paragraph exempts gains of resident individuals on shares, share certificates and depositary receipts, if the conditions of the second paragraph are met: (a) a public offering authorised by the CNV; and/or (b) trades on CNV authorised markets in segments that ensure price time priority and interference of offers; and/or (c) a takeover or exchange offer authorised by the CNV.
• The fourth paragraph extends the exemption to foreign beneficiaries, "en la medida en que tales beneficiarios no residan en jurisdicciones no cooperantes o los fondos invertidos no provengan de jurisdicciones no cooperantes". It also exempts foreign beneficiaries on (i) government bonds, (ii) certain negotiable obligations, financial trust debt and fixed income fund units placed by public offering, and (iii) depositary receipts issued abroad over shares of Argentine companies with CNV public offering authorisation. LEBACs are excluded.
• A final paragraph added by Law 27.541 (BO 23 December 2019) exempts values within art. 98 that are listed on CNV authorised markets, and gives "identical treatment" to foreign beneficiaries "por aquellos valores no comprendidos en el cuarto párrafo de este inciso", again excluding non cooperative jurisdictions.
• Decree 862/2019 art. 90: the fourth paragraph exemptions apply only to foreign beneficiaries resident in jurisdictions that are not non cooperative, and only if the invested funds also do not come from non cooperative jurisdictions.
• Practical point. A private sale of a listed company's shares outside CNV markets (a block sold by private contract) does not obviously meet conditions (a) to (c). RG 4227 art. 5 c) lists "acciones que coticen... que no cumplen los requisitos" of the exemption as taxable (unconfirmed).

3. Non cooperative jurisdictions

• ITL art. 19 defines them as countries without an exchange of information agreement or a treaty with a broad exchange of information clause in force with Argentina, or that do not exchange information in practice. The Executive is to publish a list (unconfirmed).
• Sellers resident there, or whose funds come from there, pay 35% on the presumed net gain (RG 4227 art. 10; Decree 862/2019 art. 250, second paragraph). With 90% presumed gain, that is 31.5% of the price. Regime codes: 954 (direct sale) and 958 (indirect sale).

4. Presumed gain or actual gain

• ITL art. 104 inc. i): for income not listed elsewhere, the presumed net gain is 90% of the amounts paid, "sin admitirse prueba en contrario".
• ITL art. 104, second paragraph: the beneficiary can opt instead for the gross amount less "los gastos realizados en el país necesarios para su obtención, mantenimiento y conservación, como así también las deducciones que esta ley admite... y que hayan sido reconocidas expresamente por la ADMINISTRACIÓN FEDERAL DE INGRESOS PÚBLICOS". Textual gap: that paragraph names only incs. g) and h). Share sales reach it through the express cross reference in art. 98, fifth paragraph, and Decree 862/2019 art. 249 ("de corresponder, en el segundo párrafo de este último artículo").
• Decree 862/2019 art. 271: the option "sólo podrá ejercitarse en la medida en que los distintos conceptos a considerar estén respaldados por comprobantes fehacientes a juicio de la ADMINISTRACIÓN FEDERAL DE INGRESOS PÚBLICOS". It is also worded for incs. g) and h) (unconfirmed).
• RG 4227 art. 7: the withholding is computed "sobre el NOVENTA POR CIENTO (90%) de las sumas pagadas por la adquisición de los valores o, en su caso, sobre la ganancia neta real determinada conforme lo previsto en el segundo párrafo del Artículo 93" (now art. 104), at 15% for shares (art. 5 c)).
• RG 4227 art. 8: to use the actual gain, the beneficiary must tell the withholding agent (or its legal representative) and give it the trade confirmations or other reliable documents proving the purchase and sale and the computation of cost, "incluyendo, de corresponder, su respectiva actualización". The agent or representative keeps these papers and the working papers for ARCA.

5. Cost basis and currency

• ITL art. 98, fourth paragraph, point (ii): for shares (inc. c)), gross gain = transfer price minus acquisition cost updated by the IPC "mediante la aplicación del índice mencionado en el segundo párrafo del artículo 93, desde la fecha de adquisición hasta la fecha de transferencia". Bonus shares take the cost in art. 49, fourth paragraph. Shares sold are deemed to be the oldest of the same kind (first in, first out).
• ITL art. 93, second paragraph: for purchases in fiscal years starting on or after 1 January 2018, the update uses the INDEC general IPC "conforme las tablas que a esos fines elabore la ADMINISTRACIÓN FEDERAL DE INGRESOS PÚBLICOS" (unconfirmed).
• For bonds (incs. a) and b)), point (i) excludes adjustments and exchange differences from the gain. There is no equivalent rule for shares. A foreign seller whose investment was made in dollars is therefore taxed on the peso gain after the IPC update, not on the dollar gain. Where the peso falls faster than the IPC rises, part of the taxed "gain" is currency movement. This follows from the text, not from any ARCA ruling (unconfirmed).
• Pre 2018 holdings. RG 4227 art. 13 says that for securities bought before Law 27.430 took effect, the cost is the higher of the last purchase price and the last quoted value at 31 December 2017, citing Law 27.430 art. 86 inc. f). Contradiction: art. 86 inc. f) itself covers only the values in incs. a) and b) (bonds and similar), not shares in inc. c) (unconfirmed). Unlisted shares sold by non residents were already taxable at 15% from 23 September 2013 under Law 26.893 (recitals of RG 4094/2017).
• Converting a dollar price. RG 4227 art. 9 b) 1 sets the conversion only for the wire payment of the tax: the seller exchange rate at the close of the business day before payment. No downloaded rule fixes the exchange rate for turning a US dollar price into pesos to compute the base when an Argentine buyer withholds. Decree 862/2019 art. 160 (Banco Nación buying or selling rate at the close of the day of the transaction) sits in the business income chapter, and art. 286 covers foreign source income.

6. Who withholds or pays

• Argentine buyer, private sale. RG 4227 art. 6 a): the resident buyer is the withholding agent. If it is not registered as one, it must register under RG 10 and RG 2811 art. 4 (RG 4227 art. 12).
• Listed securities with a custodian. RG 4227 art. 6 b): the custodian withholds, with information from the settlement agent. If the custodian does not take part in the payment, art. 6 a) applies, unless the buyer is foreign, in which case art. 6 d) applies.
• Foreign buyer. ITL art. 98, last paragraph: "el impuesto deberá ser ingresado por el beneficiario del exterior a través de su representante legal domiciliado en el país". RG 4227 art. 6 d): the payment falls on the foreign seller's legal representative domiciled in Argentina; if there is none, the seller pays directly by international wire. Decree 862/2019 art. 252: the seller can pay directly "a través del mecanismo que a esos efectos establezca la ADMINISTRACIÓN FEDERAL DE INGRESOS PÚBLICOS", or through a resident with sufficient powers, or through its legal representative.
• Intermediaries who collect for a foreigner. Decree 862/2019 art. 21, written for the income in ITL arts. 10 to 13: agents or representatives who collect benefits in Argentina for a foreign beneficiary must pay the tax; if the payer pays the foreigner directly, ITL art. 102 applies (unconfirmed). Art. 272: intermediaries who pay on behalf of third parties must withhold if nobody withheld before. ITL art. 102, last paragraph: where withholding is impossible, the paying entity bears the tax and may recover it from the beneficiary.
• Grossing up. RG 739 art. 2: if the payer takes the tax on itself, the withholding is computed on the gain grossed up by that tax. Decree 862/2019 art. 227, second paragraph, also orders a gross up but gives no formula.

7. Payment mechanics

• Through SIRE. RG 4227 art. 9 a): withholding agents and legal representatives pay under RG 3726, with tax code 218 and regime codes:

• RG 3726 art. 2 b): withholdings made between the 1st and 15th of a month are paid by the day of the same month that the ARCA calendar sets by the last digit of the CUIT. Art. 2 c) 1: the monthly return F. 997 is filed, and any balance paid, by the calendar day of the following month. The system issues certificate F. 2003 to the beneficiary (RG 3726, as amended by RG 4523/2019) (unconfirmed).
• By international wire (seller without representative, RG 4227 art. 9 b)):
• currency: US dollars or euros;
• deadline: 24:00 Argentine time on the 10th business day after the transaction;
• amount: converted at the seller rate at the close of the FX business day before payment, "en la plaza de que se trate";
• transfer order data: amount, currency, payer, country of origin, payer identification at its bank (SWIFT field 50), ARCA's collecting bank, its SWIFT code, account number and name, and in SWIFT MT 103 field 70 the CUIT of the Argentine company whose shares or quotas are sold and the tax concept code 10-366-366;
• missing field 70 data means the transfer is rejected;
• all bank fees abroad and in Argentina are borne by the payer (art. 9 b) 4);
• late payment adds compensatory interest under Law 11.683 art. 37;
• the bank details are on the ARCA microsite "Pago por Transferencia Bancaria Internacional" (art. 9 b) 2);
• the Argentine collecting bank converts at its buying rate on the day of credit and reports to ARCA through the "Osiris" system under the CUIT of the target company (art. 9 b) 6).
• History, RG 4094/2017 (repealed). Published 18 July 2017, it made the Argentine buyer withhold (or the settlement agent on exchanges) 15% on 90% of the price or on the actual gain (art. 3), code 218/859. A foreign buyer had to pay by international wire in US dollars by the 5th business day (art. 5 b)). Art. 6 required registrars to collect proof of tax payment before recording transfers. RG 4095/2017 (BO 20 July 2017) suspended it for 180 days, and RG 4190/2018 art. 3 repealed both on 12 January 2018. RG 4227 then extended the deadline to 10 business days and added euros. Code 859 is still used only for pre Law 27.430 operations (RG 4227 art. 11).

8. Tax treaties

Argentina's treaties allocate taxing rights over share gains in very different ways. Extracts from the texts on file:

• MLI. The Netherlands, Mexico, UK, Chile and France entries in the MECON in force list point to "SINT MLI" synthesised texts. The multilateral instrument (Law 27.788) may add a 365 day test or other changes to the capital gains article (unconfirmed).
• Treaty caps apply to the gain, not to the price. Domestic tax under the presumed option is 13.5% of the price. When the real gain is small, that can be far above a cap of 10% of the gain. To use the cap in practice, the seller has to compute and document its actual gain.
• How to claim the treaty (RG ARCA 5855/2026, BO 3 June 2026, applicable to payments made 15 calendar days after publication, art. 13). The foreign beneficiary gives the payer, before payment, a current tax residence certificate from its home tax authority (art. 2), apostilled or legalised unless it can be checked electronically, valid for 12 months if undated. The payer must obtain a sworn statement following the RG 5855 Annex (treaty article claimed, type of income, contract) and keep all records, with sworn translations if ARCA asks (art. 4). Without the certificate, the payer withholds at the domestic rate (art. 7). Excess withholdings can be refunded by the agent, which then corrects the F. 2003 in SIRE (art. 8). RG 5855 repealed RG 3497 (DGI) and RG 2228 (art. 12). It rests on MECON Res. 616/2024 art. 5 (BO 25 July 2024).
• Gap: foreign to foreign sales. RG 5855 is written for "sujetos pagadores" and RG 739 withholding agents. It does not say how a seller paying its own tax by wire under RG 4227 art. 9 b) applies a treaty cap, or who keeps the certificate (unconfirmed).
• Domestic anti abuse. ITL art. 28 (exemptions are lost where they transfer revenue to a foreign treasury) does not apply to art. 26 inc. u) or to art. 98, nor where it would affect double tax treaties.

9. Bienes Personales (shares tax) in the year of sale

• Law 23.966, Title VI, unnumbered article after art. 25: the tax on shares and interests in companies under Ley 19.550 held by individuals (resident or not) or by foreign companies is assessed and paid by the Argentine company at 0.50% of the value under art. 22 inc. h). It is a final payment. Shares held by foreign entities are presumed, without proof to the contrary, to belong indirectly to foreign individuals.
• Art. 22 inc. h), third paragraph: shares are valued at their proportional equity value (valor patrimonial proporcional) under the last balance sheet closed by 31 December of the year assessed.
• The company "tendrán derecho a reintegrarse el importe abonado, incluso reteniendo y/o ejecutando directamente los bienes que dieron origen al pago": it may recover the tax from the shareholder, including by holding back dividends or acting against the shares.
• The tax is assessed on holdings at 31 December. Reading the text, the shareholder at 31 December of the year of sale is the buyer, so the seller is not the holder for that year; the company's recovery right for earlier years (for example 31 December 2025) still runs against the seller (unconfirmed).
• Practical point. The share purchase agreement should settle who bears the 0.50% for the last year the seller held the shares and whether the company may recover it from the seller after closing.
• Law 27.743 (BO 8 July 2024) did not rewrite this article, but its art. 65 gives "contribuyentes sustitutos cumplidores" that qualify as MiPyMEs under Law 25.300 art. 1 a cut of 0.125 percentage points of the rate for fiscal periods 2023, 2024 and 2025. Conditions: no regularisation of assets under Title II of that law, and all returns for 2020 to 2022 filed and paid before 31 December 2023. The cut does not cover 2026, the likely year of a sale made now.

10. Corporate law: transfer and registration

• SA (and SAU). Ley 19.550 art. 214: shares are freely transferable; the bylaws may restrict but not prohibit transfer of registered shares. Art. 213: the company keeps a share register (libro de registro de acciones) recording successive transfers with dates and buyers. Art. 215: the transfer of registered or book entry shares "debe notificarse por escrito a la sociedad emisora o entidad que lleve el registro e inscribirse en el libro o cuenta pertinente. Surte efecto contra la sociedad y los terceros desde su inscripción". For book entry shares, the registrar notifies the account holder within 10 days of a debit.
• No IGJ filing of SA share transfers was found in the IGJ rules on file. The change of shareholders shows in the company's records, in the next shareholders' meeting attendance book, and in beneficial owner filings (unconfirmed).
• SRL. Ley 19.550 art. 152: quotas are freely transferable unless the contract says otherwise. A transfer is effective against the company once the seller or buyer gives management a copy of the transfer deed, with signatures authenticated if it is a private document. It is effective against third parties from registration with the Public Registry (IGJ in CABA). Art. 153: the contract can limit but not prohibit transfers. Consent and preemption procedures must be set out, and the company has no more than 30 days to respond from when the seller gave management the buyer's name and the price, after which consent is deemed given. Art. 154: price challenges go to a court valuation.
• IGJ filing for SRL quota transfers (IGJ RG 15/2024, Normas art. 115). Required documents: (1) public deed or original private document of the transfer; (2) reliable proof of notice to management under art. 152; (3) spousal consent under Civil and Commercial Code art. 470 where relevant; if the contract restricts transfer, proof of partner consent; a pre qualification opinion (dictamen precalificatorio) stating whether quotas are freely transferable, compliance with consent and preemption procedures, and the quota table before and after the transfer.
• The IGJ procedure page adds: the IGJ form, personal records certificate (anotaciones personales) for the seller from the CABA Real Property Registry, a Boletín Oficial notice with the post transfer quota table (citing IGJ RG 3/2020), and payment of the fee. The procedure is in person at Av. Paseo Colón 291 by appointment, or through professional associations. Fees: 12 módulos ordinary, 48 urgent for non share companies; 14 and 56 for share companies (this applies to cesión de capital comanditado); 20 and 80 for art. 299 companies. Caveat: the page still cites IGJ RG 7/2015, which RG 15/2024 replaced, and says its content is being updated.
• Foreign buyer or foreign shareholder. Ley 19.550 art. 123: a foreign company must register with the Public Registry before it can "constituir sociedad" in Argentina. IGJ practice, reflected in the art. 123 procedure page (96 módulos) and in IGJ RG 15/2024 art. 164 as replaced by IGJ RG 4/2026 (BO 26 May 2026), requires the foreign company to register before it takes part in a local company. Documents: good standing certificate no older than six months, bylaws, a board resolution designating a legal representative, the representative's acceptance with a special domicile, and PEP and beneficial owner statements (RG 15/2024 arts. 414 and 421) (unconfirmed). Documents from abroad must be signed and certified with powers verified by a notary or public official, or notarised in Argentina (art. 203).
• Provinces. Registration outside CABA follows each provincial registry's rules (unconfirmed).

11. Listed shares and capital markets law

• Ley 26.831 art. 87: anyone who reaches control (50% or more of votes, among other tests) of a company listed under the public offering regime must launch a mandatory tender offer at a fair price under art. 88. Art. 86 sets the conditions for all tender offers.
• Art. 99 c) and j): directors, managers, statutory auditors and controlling shareholders of listed issuers must report their holdings to the CNV. Anyone acquiring or selling shares in a quantity that changes the control group must report the transaction.
• CNV RG 994/2024 and RG 996/2024, named in some secondary summaries, deal with virtual asset service providers and AML rules. They contain no rule on non resident share sales.
• Non resident accounts at CNV agents: CNV RG 1062/2025 (Title XVIII, Chapter V, art. 2) imposes a holding period for securities trades settled abroad. CNV RG 1128/2026 (art. 6 ter) caps daily trading at ARS 200,000,000 for foreign clients "que posean CDI o CIE" (unconfirmed).

12. FX: receiving and repatriating the price

• Where the price is paid matters. Nothing in the FX rules on file requires a non resident seller to bring a price paid abroad by a non resident buyer into Argentina. BCRA point 2.3 applies only to residents selling non produced non financial assets to non residents (unconfirmed).
• Peso proceeds held by a non resident. BCRA point 3.13.1: access to the FX market "para la repatriación de inversiones de no residentes y otras compras de moneda extranjera por parte de clientes no residentes requerirá la conformidad previa del BCRA", except for the listed cases. The relevant exceptions:
• 3.13.1.7: repatriation of direct investments in companies that are not controllers of local financial entities, for a capital contribution brought in and settled through the FX market from 2 October 2020, if the repatriation happens at least 180 calendar days after settlement (contributions settled from 21 April 2025) or at least 2 years after (contributions settled between 2 October 2020 and 20 April 2025). The text ties the exception to the contribution. It does not say whether sale proceeds above the contribution qualify (unconfirmed).
• 3.13.1.10: the resident buyer may access the FX market to pay the non resident seller for at least 10% of a resident company (not a financial entity), or for 100% of a foreign company whose only asset is the resident company. Access must be simultaneous with the settlement of foreign financial debt (or a local foreign currency loan funded by a foreign credit line) with an average life of at least 4 years and at least 3 years' grace on principal. If the target is a foreign holding company, the buyer commits to move its residence to Argentina within 12 months, not to pay dividends to it meanwhile, and to bring in and settle within 15 business days any later sale price. Proof of taking possession is due within 60 calendar days if not available at access.
• 3.13.1.13: repatriation of proceeds from portfolio investments in instruments listed on CNV markets, unlisted funds made of them, or bank deposits, if a local bank certifies the investment was funded with currency brought in and settled from 21 April 2025, and the amount does not exceed the sale proceeds. Proceeds received in foreign currency may be repatriated up to that amount.
• Final paragraph of 3.13.1: if the repatriation is a capital reduction or a refund of irrevocable contributions, the bank also needs proof of the legal steps and that the liability appears in the last "Relevamiento de activos y pasivos externos" (the BCRA external assets and liabilities survey) filed.
• General rules. All FX transactions go through authorised entities (point 1.1), at a freely agreed rate (1.3). Banks must be able to confirm the transaction is genuine and correctly classified (1.2) and apply AML rules (1.7). Breaches fall under the Criminal Exchange Regime (1.5). Prior approval requests must go through an entity authorised for that type of transaction, filed with the BCRA's Gerencia Principal de Exterior y Cambios (1.8). The BCRA survey must be filed even if no funds enter the FX market (1.9).
• Securities route. Point 4.3.1: securities trades agreed abroad cannot settle in pesos in Argentina. Point 4.3.2: foreign currency settled securities trades by clients that are not resident individuals must be paid to and from the client's own local account, or by cable to the client's own account abroad in a country that applies FATF recommendations (unconfirmed).
• Source: BCRA "Exterior y Cambios", texto ordenado at 14 September 2026 (last communication incorporated: A 8481).

13. AML and UIF

• The UIF rules for notaries (UIF Res. 242/2023, art. 25), accountants (UIF Res. 42/2024, art. 24) and lawyers (UIF Res. 48/2024, art. 24) list as a warning sign: "La venta de acciones o cesiones de cuotas o cualquier otra forma de participación en sociedades, dentro de los DIEZ (10) días hábiles de requerida la inscripción de la sociedad o antes de ello", and the use of foreign companies "sin una razón legítima, legal o comercial". Expect the notary, the lawyer drafting the deed and the bank receiving funds to ask for know your customer documents, source of funds and beneficial owners.
• No UIF reporting duty on the seller itself was found (unconfirmed).

14. Stamp tax and provincial taxes

• Provincial stamp taxes may apply to share purchase agreements signed or having effects in a province or CABA. No provincial tax code was reviewed for this page.
• Gross income tax (ingresos brutos) on the sale of shares by a non resident: not researched (unconfirmed).

Step by step

Step 1. Classify the sale (week 0). Who: seller and its Argentine tax adviser. Decide: (a) direct or indirect sale (ITL art. 15 tests: 30% value, 10% holding, 12 month lookback); (b) listed or unlisted, and whether art. 26 inc. u) conditions are met; (c) the seller's residence and whether it is a non cooperative jurisdiction (ITL art. 19); (d) whether a treaty applies (table above). Documents: cap table, share certificates or register extract, purchase history. Cost: adviser fees (unconfirmed).

Step 2. Build the cost file. Who: seller. Gather the purchase agreement, proof of payment, capital contribution records, and the IPC update using the ARCA tables (ITL art. 93 second paragraph) (unconfirmed). For an indirect transfer, commission an independent valuation of the Argentine assets (Decree 862/2019 art. 12). Without this file only the presumed base (13.5% of price) is available.

Step 3. Treaty paperwork, before closing. Who: seller. Obtain a current tax residence certificate from the home tax authority, with apostille or legalisation unless electronically verifiable, and sign the RG 5855 Annex sworn statement. Hand both to the payer before payment (RG 5855 arts. 2 to 4). Without them, the domestic rate applies (art. 7).

Step 4. Corporate approvals. SRL: give management notice of the proposed buyer and price; partners and the company have at most 30 days to answer under contractual restrictions (Ley 19.550 art. 153). SA: check bylaw restrictions (art. 214). Listed company: check whether the buyer reaches control and must launch a tender offer (Ley 26.831 art. 87).

Step 5. Foreign buyer registration. If the buyer is a foreign company, it files the art. 123 registration with the IGJ (Ley 19.550 art. 123; IGJ RG 15/2024 art. 164 as amended by RG 4/2026). In person at IGJ, 96 módulos (ARS 144,000, US$ 92.08). Time: (unconfirmed).

Step 6. Sign and close. In the SPA, set the price currency, where it is paid, the tax withholding mechanics, the gross up (if any, RG 739 art. 2), the Bienes Personales allocation, and FX repatriation conditions.

Step 7a. Argentine buyer: withhold and pay. The buyer (registered as withholding agent, RG 4227 art. 12) withholds 15% on the chosen base. It enters the withholding in SIRE under tax code 218 and regime 943 or 944 (959 or 960 for indirect sales). It pays by the calendar day of the month that applies to its CUIT, issues F. 2003 to the seller and files F. 997 (RG 3726 art. 2). Online through ARCA with tax key (unconfirmed).

Step 7b. Foreign buyer: the seller pays. Option 1: the seller's legal representative or a local agent with powers pays through SIRE (RG 4227 art. 9 a); Decree 862/2019 art. 252). Option 2: the seller wires US dollars or euros to ARCA's collecting bank by 24:00 Argentine time on the 10th business day after the transaction. The amount is computed at the seller rate at the close of the previous FX business day, and field 70 of the MT 103 must carry the target company's CUIT and code 10-366-366 (RG 4227 art. 9 b)). Bank details: ARCA microsite "Pago por Transferencia Bancaria Internacional" (unconfirmed). Late payment: interest under Law 11.683 art. 37.

Step 8. Record the transfer. SA: written notice to the company and entry in the share register (art. 215). SRL: deliver the deed to management (art. 152), then file at IGJ in person: form, dictamen, deed, spousal consent, management notice, anotaciones personales certificate, BO notice and fee of 12 módulos (ARS 18,000, US$ 11.51) or 48 urgent (ARS 72,000, US$ 46.04) (IGJ RG 15/2024 art. 115; IGJ procedure page). Time at IGJ: (unconfirmed).

Step 9. Bienes Personales clean up. The company pays the 0.50% shares tax for the year on holders at 31 December (Law 23.966, article after art. 25). Settle any amount recoverable from the seller for earlier years.

Step 10. Get the money out. If paid abroad by a foreign buyer: no Argentine FX step found (unconfirmed). If paid in pesos in Argentina: use an exception in BCRA point 3.13.1 (3.13.1.7 for qualifying direct investment, 3.13.1.10 if the buyer has qualifying foreign financing, 3.13.1.13 for listed portfolio investments). Otherwise apply for BCRA prior approval through an authorised bank (point 1.8). Expect AML checks (point 1.7; UIF resolutions above).

Costs and timelines

Tax outcomes by scenario

Presumed versus actual gain

Who withholds or pays, and when

Documents and registrations

FX repatriation rules (BCRA Exterior y Cambios, text at 14 September 2026)

Timeline of norms

Worked examples

Facts (assumptions for illustration). A foreign individual, resident in a country that is not a non cooperative jurisdiction and with no treaty cap that applies, owns 100% of an unlisted SA. An Argentine company buys all the shares for ARS 1,500,000,000 (US$ 959,140.61), paid in pesos in Argentina. The seller has documents proving an acquisition cost which, after the IPC update under ITL art. 93 (assumed, since the ARCA IPC tables are not on file), is ARS 900,000,000 (US$ 575,484.37).

Option A: presumed net gain (code 943). 1. Presumed net gain = 90% × 1,500,000,000 = ARS 1,350,000,000 (US$ 863,226.55). ITL art. 104 inc. i). 2. Tax = 15% × 1,350,000,000 = ARS 202,500,000 (US$ 129,483.98). ITL art. 98 inc. c); RG 4227 art. 7 b). 3. Effective rate on price = 202,500,000 / 1,500,000,000 = 13.5%. 4. Net cash to seller = 1,500,000,000 − 202,500,000 = ARS 1,297,500,000 (US$ 829,656.63).

Option B: actual net gain (code 944). 1. Gain = 1,500,000,000 − 900,000,000 = ARS 600,000,000 (US$ 383,656.24). ITL art. 98, fourth paragraph (ii). 2. Tax = 15% × 600,000,000 = ARS 90,000,000 (US$ 57,548.44). 3. Effective rate on price = 6%. 4. Net cash to seller = 1,500,000,000 − 90,000,000 = ARS 1,410,000,000 (US$ 901,592.17).

Saving from documenting cost: 202,500,000 − 90,000,000 = ARS 112,500,000 (US$ 71,935.55). The seller must give the buyer the cost file before payment (RG 4227 art. 8). The buyer keeps it for ARCA.

Mechanics. If the price is paid on, say, the 10th of a month, the buyer pays the withholding through SIRE by the calendar day for its CUIT in the same month (withholdings from the 1st to the 15th) and files F. 997 the following month (RG 3726 art. 2). It gives the seller certificate F. 2003.

Getting the pesos out. The seller now holds ARS 1,410,000,000 in Argentina. As a non resident it needs BCRA prior approval to buy dollars (point 3.13.1) unless it fits an exception. If the original investment was a contribution settled through the FX market from 21 April 2025, point 3.13.1.7 i) allows access 180 calendar days after that settlement; whether the full sale price (rather than the contribution) qualifies is not clear from the text (unconfirmed). If the buyer had foreign financing of 4 years average life and 3 years grace, the buyer could instead have bought the dollars itself and paid the seller abroad (point 3.13.1.10). At the 23 Oct 2026 dólar MEP rate the dollar value of the net proceeds is US$ 901,592.17.

Facts (assumptions for illustration). A company resident in the Netherlands owns directly 100% of an Argentine SRL. It sells all quotas to a company resident in a third country for US$ 2,000,000, paid abroad. At the 23 Oct 2026 dólar MEP rate that is ARS 3,127,800,000. The seller's documented acquisition cost, converted to pesos and updated by the IPC (ITL arts. 93 and 98), is ARS 2,000,000,000 (US$ 1,278,854.15). The seller has no legal representative in Argentina.

Step 1: who pays. The buyer is foreign, so the seller owes the tax (ITL art. 98, last paragraph). Without a representative, it pays by international wire (RG 4227 arts. 6 d), 9 b)).

Step 2: domestic tax. * Presumed: 13.5% × 3,127,800,000 = ARS 422,253,000 (US$ 270,000). * Actual: gain = 3,127,800,000 − 2,000,000,000 = ARS 1,127,800,000 (US$ 721,145.85); tax = 15% × 1,127,800,000 = ARS 169,170,000 (US$ 108,171.88).

Step 3: treaty check (Netherlands, Law 24.933, art. 14(5)(a)). The seller holds directly more than 25% of the capital of a company resident in Argentina, so Argentine tax "no podrá exceder de... el 10 por ciento de las ganancias". Cap = 10% × 1,127,800,000 = ARS 112,780,000 (US$ 72,114.59). Saving against the domestic actual method: ARS 56,390,000 (US$ 36,057.29); against the presumed method: ARS 309,473,000 (US$ 197,885.41). Caveats: the MLI synthesised text for the Netherlands was not reviewed, and RG 5855 does not say how a self paying seller documents the treaty claim (unconfirmed).

Step 4: payment. The seller wires the tax in US dollars by 24:00 Argentine time on the 10th business day after the transaction. Amount = ARS 112,780,000 at the seller rate at the close of the previous FX business day. At the 23 Oct 2026 dólar MEP rate as a proxy, US$ 72,114.59. Field 70: the SRL's CUIT and 10-366-366. Bank charges are for the seller's account (RG 4227 art. 9 b) 4).

Step 5: net proceeds. Paid abroad: US$ 2,000,000 − US$ 72,114.59 = US$ 1,927,885.41 (ARS 3,015,020,000), before bank charges and advisers. No Argentine FX step is needed for money that never entered Argentina (unconfirmed). Had the treaty not applied: US$ 1,891,828.12 (actual method) or US$ 1,730,000 (presumed).

Step 6: registration. Delivery of the deed to the SRL's management (Ley 19.550 art. 152). IGJ registration of the quota transfer, 12 módulos (ARS 18,000, US$ 11.51). The foreign buyer files its art. 123 registration, 96 módulos (ARS 144,000, US$ 92.08) (unconfirmed). Bienes Personales: at 31 December of the sale year the SRL pays 0.50% on the buyer's proportional equity value. If, for illustration, that value were ARS 1,000,000,000, the tax would be ARS 5,000,000 (US$ 3,197.14).

Practical traps

1. Citing RG 4190 as the payment procedure. It only repealed RG 4094. Use RG 4227 Title II.
2. Forgetting the 10 business day deadline. The seller in a foreign to foreign sale is liable, and late payment carries interest (RG 4227 art. 9 b) 5).
3. Missing SWIFT field 70. The transfer is rejected if the target company's CUIT and 10-366-366 are not in field 70 of the MT 103.
4. Choosing the presumed base by default. 13.5% of price is usually far more than 15% of the gain. Prepare the cost file early and give it to the payer before payment.
5. Currency effect. The cost of shares is updated by the IPC only; exchange differences are not excluded as they are for bonds. A dollar investor may pay tax on a peso "gain" that is partly devaluation (unconfirmed).
6. Pre 2018 step up claimed for shares. RG 4227 art. 13 suggests a 31 December 2017 value, but Law 27.430 art. 86 f) covers only bonds and similar. Do not assume it (unconfirmed).
7. Treaty paperwork after payment. The certificate must be delivered before payment, or the payer withholds at the domestic rate and the refund depends on the agent (RG 5855 arts. 3, 7, 8).
8. Assuming every treaty helps. Germany and Brazil leave the 15% intact; Chile allows full source taxation at 20% or more. France's new cap only takes effect from 1 January 2027.
9. Indirect sales of a foreign parent. A 30% Argentine value with a 10% holding brings the gain into Argentine tax, and the valuation must come from an independent professional (Decree 862/2019 art. 12).
10. "Listed" is not enough. The art. 26 u) exemption needs a CNV public offering, CNV market trading under price time priority, or a CNV authorised tender offer. A private block trade may be taxable.
11. Bienes Personales tail. The company can recover the 0.50% from the shareholder, including by holding back dividends or acting against the shares. Settle the last year in the SPA.
12. Pesos stuck in Argentina. Without an exception in BCRA point 3.13.1, a non resident needs prior BCRA approval to buy dollars. Plan where the price is paid before signing.
13. IGJ page content is outdated. The quota transfer page still cites IGJ RG 7/2015, replaced by RG 15/2024. Check the current Normas before filing.
14. Spousal consent. For individual sellers who are married, Civil and Commercial Code art. 470 consent may be required for quota transfers (IGJ RG 15/2024 art. 115 point 3).

Recent changes

• 8 July 2024: Law 27.743 changed income tax and Bienes Personales (for example, ITL art. 27 repealed). It left the 0.50% shares tax article in place but gave compliant MiPyME substitute taxpayers a 0.125 point rate cut for 2023 to 2025 (art. 65).
• 16 July 2024: IGJ RG 15/2024 replaced IGJ RG 7/2015 as the IGJ rule book (art. 115 on quota transfers).
• 25 July 2024: MECON Res. 616/2024 art. 5 requires the home State residence certificate for treaty benefits.
• 24 October 2024: Decree 953/2024 (cited in RG 5855 recitals) created ARCA in place of AFIP.
• 2025: BCRA set the 180 day period for direct investment repatriation of contributions settled from 21 April 2025, and the portfolio repatriation exception for funds settled from 21 April 2025 (points 3.13.1.7 and 3.13.1.13) (unconfirmed).
• 14 April 2025 and 9 April 2026: CNV RG 1062/2025 and RG 1128/2026 on securities trades by non residents.
• 13 and 26 May 2026: IGJ RG 3/2026 and RG 4/2026 amended the IGJ rules, including foreign company registration (art. 164).
• 3 June 2026: RG ARCA 5855/2026 replaced RG 3497 (DGI) for treaty claims on payments to foreign beneficiaries, effective for payments from 15 calendar days after publication.
• 17 July 2026 / 22 October 2026: Law 27.814 approved the 2019 Protocol to the France treaty; it entered into force on 22 October 2026 and caps Argentine tax on share gains at 10% or 15% from 1 January 2027.
• 14 September 2026: Com. A 8481 updated the BCRA Exterior y Cambios ordered text.

Pending changes

• ARCA requirements for the independent valuer under Decree 862/2019 art. 12: not found (unconfirmed).
• Mechanism for direct payment by the seller in Decree 862/2019 art. 252: the only procedure found is RG 4227 art. 9 b), written before Decree 862/2019 and still using the old article numbering (unconfirmed).
• Treaty claims by self paying sellers under RG 5855/2026: not addressed.
• List of non cooperative jurisdictions (ITL art. 19): not downloaded.
• MLI changes to the capital gains articles: not reviewed.
• Exchange rate for converting a dollar price into pesos for the withholding base: not set in the sources on file.
• Provincial stamp tax on share transfers: not researched.

FAQ

1. I am a foreign individual selling unlisted shares. What is the rate? 15% on the gain (ITL art. 98 inc. c)). You choose between 90% of the price as presumed gain (13.5% of price) or your actual IPC updated gain (ITL art. 104 inc. i) and second paragraph). If you reside in a non cooperative jurisdiction, 35% on the presumed gain (RG 4227 art. 10).

2. Is the rate different for a foreign company? No. Art. 98 applies to any beneficiario del exterior, individual or company, and Decree 862/2019 art. 250 sets the art. 98 rate for all foreign beneficiaries outside non cooperative jurisdictions.

3. The buyer is also foreign. Does Argentina still tax the sale? Yes, the gain is Argentine source. The seller pays through its legal representative, a local agent with powers, or directly by international wire within 10 business days (ITL art. 98 last paragraph; Decree 862/2019 art. 252; RG 4227 arts. 6 d), 9 b)).

4. Which form or system do I use? An Argentine withholding agent or representative uses SIRE under RG 3726: tax code 218, regime 943 or 944 (959 or 960 for indirect sales), certificate F. 2003 and return F. 997. A seller without a representative uses an international wire with SWIFT MT 103 field 70 showing the target company's CUIT and code 10-366-366, following the ARCA microsite "Pago por Transferencia Bancaria Internacional" (RG 4227 art. 9).

5. Are listed shares taxed? Gains are exempt for foreign beneficiaries outside non cooperative jurisdictions if the shares meet ITL art. 26 inc. u): CNV public offering, trading on CNV markets with price time priority, or a CNV authorised tender offer. Depositary receipts issued abroad over Argentine shares with CNV public offering are also exempt (art. 26 u) fourth paragraph (iii)).

6. Can a tax treaty reduce the tax? Some can. The Netherlands, Mexico and UK treaties cap Argentine tax on share gains at 10% (for holdings or control of 25% or more) or 15% of the gain. France will do the same from 1 January 2027. Germany and Brazil do not cap it. You must give the payer a current residence certificate before payment (RG 5855/2026).

7. I sold my stake in a foreign holding company. Can Argentina tax that? Yes, if at least 30% of the value of the interest comes from Argentine assets and you hold at least 10%, measured at the sale or in the previous 12 months (ITL art. 15). Only the Argentine proportion of the gain is taxed. Intra group transfers meeting an 80% test are excluded unless tax motivated (Decree 862/2019 art. 13). Only interests acquired after Law 27.430 took effect are caught (Law 27.430 art. 86 b)).

8. How do I prove my cost? Give the withholding agent or your representative the documents proving purchase and sale and the computation of cost, including the IPC update (RG 4227 art. 8). The update uses the INDEC IPC under ARCA's tables (ITL art. 93).

9. Does my sale need to be registered anywhere? SA shares: written notice to the company and entry in the share register (Ley 19.550 art. 215). SRL quotas: copy of the deed to management, then IGJ registration for effect against third parties (art. 152; IGJ RG 15/2024 art. 115). Fee in CABA: 12 módulos ordinary (ARS 18,000) or 48 urgent (ARS 72,000).

10. Can I take the pesos out of Argentina? A non resident needs BCRA prior approval to buy foreign currency, except in listed cases (BCRA point 3.13.1), such as repatriating a direct investment contribution after 180 days (3.13.1.7) or proceeds of listed portfolio investments funded with currency settled from 21 April 2025 (3.13.1.13). The buyer can access the market to pay you abroad only with qualifying long term foreign financing (3.13.1.10).

11. Who pays Bienes Personales on my shares in the year I sell? The Argentine company pays 0.50% on the proportional equity value of holdings at 31 December and may recover it from the shareholder (Law 23.966, article after art. 25; art. 22 h)). For the sale year the 31 December holder is the buyer (unconfirmed).

12. Is there stamp tax? Possibly, depending on the province where the agreement is signed or has effect. This page did not review provincial codes (unconfirmed).

Primary sources

• Ley de Impuesto a las Ganancias, t.o. Decreto 824/2019 (arts. 1, 15, 19, 26 u), 28, 93, 98, 102, 104)
• Decreto 862/2019, regulatory decree, updated text (arts. 12, 13, 21, 90, 160, 227, 249 to 253, 271, 272, 286)
• Decreto 1170/2018
• RG AFIP 4227/2018 (arts. 5 to 13)
• RG AFIP 4190/2018
• RG AFIP 4094/2017 (repealed)
• RG AFIP 739, updated text
• RG AFIP 3726/2015 (SIRE)
• RG ARCA 5855/2026
• 9b. Ley 27.743 (art. 65)
• MECON Res. 616/2024
• Ley 27.430 updated text (art. 86)
• Ley 23.966, Title VI, Bienes Personales
• Ley 19.550 (arts. 123, 152 to 154, 213 to 215)
• Ley 26.831 updated text
• IGJ RG 15/2024 (arts. 115, 164, 203), as amended by IGJ RG 3/2026 and RG 4/2026
• IGJ procedure page, quota transfers
• IGJ procedure page, art. 123 registration
• MJ Res. 33/2024 (módulo IGJ ARS 1,500)
• BCRA Exterior y Cambios, Com. A 8481 (14 September 2026)
• CNV RG 1062/2025
• CNV RG 994/2024 and RG 996/2024
• UIF Res. 242/2023, 42/2024, 48/2024
• Tax treaties in force (MECON list)
• Treaty texts: Netherlands Law 24.933 (local); Mexico Law 27.334

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