Introduction to the Society Anónima

This section provides an introduction to the concept of a sociedad anónima and its main characteristics.

Characteristics of a Sociedad Anónima

• A sociedad anónima is a type of company that exists under a social denomination and is composed of shareholders whose liability is limited to the payment of their shares.

• The social denomination can be freely determined by the shareholders, but authorization must be obtained from the Secretaría de Economía (Ministry of Economy).

• A minimum of two shareholders is required to establish a sociedad anónima, with no maximum limit. This type of company is designed for capital growth.

• The capital of a sociedad anónima is divided into shares, which can have any value determined by the shareholders.

Organs of a Sociedad Anónima

This section discusses the three main organs that make up a sociedad anónima: the assembly of shareholders, the administration organ, and the supervisory organ.

Assembly of Shareholders

• The assembly of shareholders is the supreme organ of a sociedad anónima. It decides on its function, development, and life.

• There are three types of assemblies: ordinary, extraordinary, and special.

• Ordinary assemblies address topics such as appointing new positions within the company or approving financial statements. They must be held at least once a year within the first three months.

• Extraordinary assemblies address vital topics such as changes in capital or nationality. They are not bound by specific timeframes.

• Special assemblies are exclusive to shareholders who hold specific series of shares.

Administration Organ

This section focuses on the administration organ responsible for managing and representing the sociedad anónima.

• The administration organ manages and represents the company, as well as handles its relationships with other entities.

• It can be a single person (administrator) or a group of people (board of directors).

• The choice between an administrator or a board of directors depends on the priorities and needs of the company.

Supervisory Organ

This section explains the role of the supervisory organ in overseeing the activities of the administration organ.

• The supervisory organ monitors the activities of the administration organ and reports them to the assembly of shareholders.

• It can be a single person (comisario) or a supervisory board.

• The supervisory position cannot be held by any relative of members from the administration organ.

Capital Structure

This section discusses the capital structure of a sociedad anónima, including fixed capital and variable capital.

• The capital is composed of contributions made by shareholders and is represented by shares.

• Fixed capital is typically reserved for founding shareholders and is determined at the time of company formation.

• Variable capital can change over time due to additional contributions from new or existing shareholders.

Payment Options for Capital

This section explores different payment options for contributing to the capital of a sociedad anónima.

• Shareholders have two options for paying their share capital: in cash or in kind.

• Paying in kind allows shareholders to contribute assets instead of money. However, certain conditions apply, such as providing full value appraisal and safeguarding these assets within the company treasury.

• Paying in cash requires either 100% payment upfront or paying only 20% initially with a plan for subsequent payments.

Actions and Series

This section explains the concept of actions (shares) and series within a sociedad anónima.

• Actions represent the way capital is integrated and are based on contributions made by shareholders.

• Actions are organized into series, with each series representing a specific type or class of shares.

Different Types of Shares in a Company

This section discusses the different types of shares that can be issued by a company, such as series C and series B shares. These shares can represent various rights and values within the company.

Types of Shares

• Series C shares: These shares can represent foreign capital contributions or special rights within the company.

• Series B shares: These shares are used when inviting investors who may have limited voting rights or no voting rights but are entitled to receive profits.

Characteristics of Shares

• Shares can have the same value or different values based on their series.

• Different series of shares can confer different rights.

• All shares within a series must confer the same rights and have the same value.

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