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SUPPORT FOR ENTREPRENEURIAL CAPITAL

Law 27349

General provisions.


Article 1 °- Object. Implementing authority. This title aims to support entrepreneurial activity in the country and its international expansion, as well as the generation of entrepreneurial capital in the Argentine Republic.

In particular, the development of entrepreneurial capital will be promoted considering the geographical presence of entrepreneurial activity in all the provinces of the country, in order to promote the local development of the various productive activities.

The Secretariat of Entrepreneurs and Small and Medium Enterprises of the Ministry of Production will be the implementing authority for this title.

Article 2 °- Entrepreneurship. Entrepreneurs. For the purposes of this law, the following definitions shall apply:

1. "Entrepreneurship" means any activity with or without profit developed in the Argentine Republic by a new legal person or whose date of incorporation does not exceed seven (7) years.

Within the category "Entrepreneurship", it is considered "Dynamic Entrepreneurship" to a productive activity for profit, whose original entrepreneurs retain the political control of the legal person, understood as the necessary votes to form the social will, to elect the majority of the members of the administrative body and to take decisions on its management. The quality of "Entrepreneurship" will be lost if any of the above requirements are no longer met.

2. "Entrepreneurs": to those human persons who start new productive projects in the Argentine Republic, or develop and carry out a business in the terms of this law.

In the case of human persons not registered with the Federal Administration of Public Revenue and who do not make contributions to social security, the national executive branch is instructed to adopt a regularization plan to favor the inclusion of these people and the possibility of enjoying the benefits of this law and access to funding on a level playing field.

Article 3-Institutions of entrepreneurial capital and investors in entrepreneurial capital.

1. For the purposes of this law, "institution of entrepreneurial capital" shall mean the legal person-public, private or mixed-, or the fund or trust-public, private or mixed-that has been constituted in the country and has as its sole object to provide own or third-party resources to a set of undertakings, as defined in the regulations.

2. They shall be considered as "enterprising capital investors" for the purposes of this law:

a) The legal person-public, private or mixed-, fund or trust-public, private or mixed-, which invests own or third-party resources in institutions of entrepreneurial capital;

b) The human person who makes his own contributions to institutions of entrepreneurial capital;

c) The human person who in direct form makes own contributions to enterprises.

Article 4 °- Register of Institutions of Entrepreneur Capital. Create the Register of Entrepreneur Capital Institutions in which the entrepreneurial capital institutions, the managers of such entities should be registered, if any, and the investors in entrepreneurial capital, interested in to benefit from the benefits provided for in this law, who must inform the register of the commitments and effective contributions made, as well as the investments invested, in the forms and conditions established by the regulations.

The registration of the institutions of enterprising capital in the aforementioned register does not prevent the registration or registration of the National Securities Commission in the event that its activity qualifies as a public offer, according to the terms of the Article 2 of Law 26,831.

Article 5- Institutions of entrepreneurial capital. Investors in entrepreneurial capital. Registration. In order to obtain the benefits provided for in this title, the potential beneficiaries must obtain their registration in the Register of Institutions of the Entrepreneur Capital, in the forms and conditions established by the regulations. Entrepreneurial capital institutions will be responsible for enrolling their investors in entrepreneurial capital, for which they will have sufficient powers to do so.

For the purposes of registration in the register, applicants shall at least:

a) Accredit their constitution as a legal person or the creation of the fund or trust, in both cases accrediting the fulfillment of the object provided for in article 3 of this law;

b) To accompany a memory with the background of the applicant and, in the case of legal persons, to credit experience in entrepreneurial capital activities. In the case of legal persons, funds or trusts, human persons who are responsible for the administration and/or management of such institutions may prove this last requirement;

c) To designate a management company, if it corresponds, accompanying the background of the same;

d) Investors in entrepreneurial capital referred to in Article 3 (2) (c) of the present shall register on their own account, crediting their identity as a human person and accompanying the vouchers of the committed contributions and, in their case, those of the actual contributions made;

e) In the case of the rest of the categories of investors in entrepreneurial capital, it will be the institutions of entrepreneurial capital that are obliged to accompany all the antecedents related to the investor, as well as the vouchers of the committed contributions and, where appropriate, the effective contributions made.

Article 6- Common requirement. In all cases of registration with the Register of Institutions of the Entrepreneur Capital, applicants and investors in entrepreneurial capital must be in the normal course of compliance with their tax and financial obligations. comply with the other applicable regulations on the prevention of the crimes of the laundering of assets and financing of terrorism and other illicit activities.


Article 7 °- Benefits. Capital investment contributions made by investors in entrepreneurial capital may be deducted from the determination of the profit tax, under the conditions and in the percentages established by the regulation, which may not be to exceed seventy-five percent (75%) of such contributions, and up to the limit of 10% (10%) of the net profit subject to tax from the year or its proportional to the months of the start of activities, the surplus being deducted, in the five (5) immediate fiscal years following that in which the contributions. In the case of capital investment contributions in enterprises identified as belonging to areas of lesser development and with less access to financing, as defined in the regulations, the deduction referred to above may be extended Eighty-five percent (85%) of the contributions made.

Investment contributions shall consist of cash or liquid financial assets that are easy to carry out in local currency.

The institution of enterprising capital receiving the investment shall issue a certificate, which shall be of a sworn declaration, by which it shall inform the Registry of the Institutions of the Entrepreneur Capital of the sums contributed by the investor. in entrepreneurial capital. This institution shall be jointly and severally liable with the investor for the tax omitted, as a result of the fact that the information on the certificate is false or inaccurate. To this end, the procedure will be applied in order to make effective the solidarity responsibility provided for by Law 11.683, which was ordered in 1998 and its amendments. They shall also apply-to the beneficiary of the deduction and, where appropriate, to the person in charge of the liability-the interests and penalties provided for in the said rules, and shall apply to the investor in entrepreneurial capital, where appropriate, the is contained in Article 4 (2) of Law 24.769 and its amendments.

The deduction referred to in the first paragraph of this Article shall not have an effect if the total investment is not maintained for the period of two (2) years from the first financial year in which the investment was made. If within that period the investor requests the full or partial return of the contribution, he must incorporate in his affidavit of the income tax the amount effectively deducted with the corresponding resarciary interests.

Article 8 °- Means of implementation of the annual maximum benefit and quota. The Federal Administration of Public Revenue shall establish a general information system for the business capital institutions to transmit the data relating to the investments referred to in Article 7.

A maximum annual quota for the application of the aforementioned zero-zero-point benefit (0.02%) of the nominal gross domestic product (GDP) is established. This quota will be allocated against the investment commitment and in accordance with the mechanism established by the national executive branch.

The national executive branch may reduce the percentage of the net profit of the financial year operating as a limit to the deduction provided for in Article 7.

Article 9 °- Benefits for investors in entrepreneurial capital. The benefit provided for in Article 7 of this Law shall be applied retroactively to 1 July 2016, in this case provided that the beneficiary obtains its registration as such within a period not exceeding ninety (90) days from the entry into force. of the rules of the present.

Article 10.-The tax benefits recognised in Chapter II of Title I of this Regulation shall not apply in the event that the investment is made after the undertaking loses its quality as such.


Article 11.- Duty of information. The beneficiaries of the benefits provided for in the preceding chapter have a duty to inform the enforcement authority when for any reason they will cease to comply with the requirements laid down by this law, within thirty (30) days of be in such a condition.

Article 12.- Sanctions. Failure to comply with the provisions of this Title or its rules shall apply the following penalties:

a) Low registration in the Register of Institutions of Entrepreneur Capital;

(b) Disablement to reapply for registration in the Register of Institutions of the Entrepreneur Capital, in the forms and conditions established by the regulations.

Article 13.- Micro, small and medium enterprises. Undertakings invested by duly registered entrepreneurial capital institutions in the Register of Enterprise Capital Institutions shall be considered as micro, small or medium-sized enterprises within the meaning of Article 1 of Law 25,300 and their modifications, provided that the activity they develop is not excluded from such categorisation and complies with the quantitative requirements laid down by the implementing authority of that standard, even if they are linked to undertakings or economic groups which do not meet those requirements.


Article 14.- Creation of the FONDCE. Create the Trust Fund for the Development of Entrepreneur Capital (FONDCE), which will be formed as an administrative and financial trust with the scope and limitations set forth in this law and its regulations. The rules of the Civil and Commercial Code of the Nation will apply.

Article 15.- Object. The Trust Fund for the Development of Entrepreneurship Capital (FONDCE) and the trusts that will be established in the framework of this Fund will be designed to finance enterprises and institutions of entrepreneurial capital registered as such, in the forms and conditions to be laid down by the rules.

Article 16.-Resources of the FONDCE.

1. The Trust Fund for the Development of Entrepreneur Capital (FONDCE) will have a patrimony constituted by the fideicomítítas, which in no case constitute, nor will be considered as budgetary resources, tax or any another nature which puts at risk the fulfilment of the end to which they are affected, or the way or opportunity in which it is carried out. These goods are:

a) The resources that are allocated annually through the corresponding laws of general budget of the national administration or other laws that dictate the Honorable Congress of the Nation;

b) Income from legacies or donations;

(c) Funds provided by national, provincial, international or non-governmental organizations;

(d) the funds which may be generated or recovered as a result of the implementation of the programmes and the implementation of the Fund's objectives;

(e) the income and fruits of these assets;

(f) the funds arising from the public offering of marketable securities issued by the Fund through the capital market;

g) Funds from public or private, national or foreign companies that decide to support the development of the entrepreneurial capital industry in our country.

2. Funds integrated into the FUND shall be deposited in a special account of the trustee who shall act as the financial agent of the trust. The resources of the Fund not applied to the instruments of Article 17 of this Regulation may be invested in the instruments and forms provided for in Article 74 of Law 24.241.

With the resources of the FONDCE and as an integral part of it, the implementing authority may create different affectation assets to achieve better investment, allocation and administration of the funds available.

Article 17-Instruments for the implementation of the Fund's resources. The assets of the Fund shall be:

a) Granting of loans: The FONDCE will grant credits and/or financial assistance to enterprises and/or institutions of entrepreneurial capital for the support of entrepreneurial projects.

The financial conditions may differ depending on the destination of the funds and the characteristics of the recipients;

b) Non-reimbursable contributions (NRAs): for undertakings, entrepreneurial capital institutions and institutions offering incubation or acceleration of undertakings, provided that there is a counterpart of contributions from the beneficiary of the NRA, in terms of the regulations. The regulation should provide for NRAs and entrepreneurial capital institutions to have a maximum ceiling of up to 70% (70%) of the total contribution, while for institutions offering services of incubation, the amount of NRAs may cover up to one hundred percent (100%) depending on the type of project and the geographical location. In those cases where, due to the characteristics of the project, it is not feasible to implement a loan, the FONDCE may grant funds without a refund requirement. The evaluation of the project should place particular emphasis on the elements considered at the moment of corroborating that the recipient has the technical capabilities to carry out the project. All non-repayable contributions (NRAs) granted may not exceed 30% (30%) of the total of funds administered by the FUND;

c) Capital contributions in entrepreneurial ventures and institutions: The FONDCE may carry out directly or indirectly, contributions of capital in enterprises and in institutions of entrepreneurial capital;

d) Other financing instruments: other financing instruments to be determined by the implementing authority may be used, provided that they permit the financing of projects with the destinations provided for in this Law. In particular, it may grant financial assistance to entrepreneurs under the "seed fund" programme which is established by this law in the calls to be made by the implementing authority for that programme. In this case, the advisory board provided for in Article 63 of this Law shall replace the one provided for in Article 19 (4) of the present law.

Article 18.- Trust Contract . Subscription. Subjects. The trust contract of the FONDCE shall be signed between the Ministry of Production or the Ministry of Production, as a trustee, and the public entity, public banking entity or company controlled by any of these entities designated by the Ministry of Production. implementation in the regulation, as a fiduciary.

The beneficiaries of the FONDCE will be enterprises, entrepreneurs and institutions of entrepreneurial capital registered as such.

Article 19.-Steering Committee and advisory board.

1. The Fund's management will be in charge of a steering committee, which will have the competence to carry out the analysis and define the eligibility of the entities to which financing or contributions will be provided, the fixing of the investment policy and the terms and conditions for the granting of financing and contributions. For such purposes, it shall comply with the distribution criteria laid down by the implementing authority.

2. The functions and powers of the committee shall be defined in the regulations.

3. The committee shall be composed of representatives of the jurisdictions with competence in the matter, in accordance with the forms and conditions laid down by the regulations. The Chair of the Secretariat of Entrepreneurs and Small and Medium-sized Enterprises of the Ministry of Production, or of the representative designated by the Secretariat, shall be in charge of the Chair.

4. The steering committee shall appoint an ad hoc advisory board for each FONDCE programme involving the transfer of funds to institutions of entrepreneurial capital and/or undertakings. The ad hoc advisory board shall be composed of national and international experts concerning the sector, in the forms and conditions laid down by the regulation.

Article 20.- Duration. The Fund shall have a duration of thirty (30) years from the date of its effective implementation. However, the trustee shall retain sufficient resources to meet the outstanding commitments, whether real or contingent, which the Fund has taken up to the date of termination of those obligations.

Article 21.- Tax exemptions. Exempt from the Fund and the Trust in its operations directly related to the FONDCE of all existing national taxes, fees and contributions and to be created in the future. This exemption provides for the taxes of laws 20,628, 25.063, 25.413 and 23,349 and their respective modifications and other internal taxes that may correspond.

The provinces and the Autonomous City of Buenos Aires are invited to adhere to the exemption of all taxes applicable in their jurisdictions in equal terms to those established in the previous paragraph.


Article 22.- Collective financing system. Object. Implementing authority. Establish the implementation of the Collective Financing System as a special promotion scheme to promote the entrepreneurial capital industry. The Collective Financing System will aim to encourage the financing of the entrepreneurial capital industry through the capital market, and the implementing authority must establish the requirements to be completed by those who are included in that system.

The National Securities and Exchange Commission shall be the supervisory, regulatory, audit and enforcement authority of this Title, with all the powers granted by law 26,831, provided that they are applicable to the System of Collective Financing the provisions of that law.

Article 23.- Definitions. Incorporate into Article 2 of Law 26,831, the following definitions referring to the Collective Financing System:

Platform for collective financing: are limited companies authorised, regulated, audited and controlled by the National Securities and Exchange Commission and duly registered in the register which, with the main purpose of contacting the company, are in the form of professional and exclusively by means of web portals or other similar means, to a plurality of human and/or legal persons acting as investors with human and/or legal persons applying for financing as entrepreneurs of financing collective.

Responsible for the collective financing platform: are the human persons designated by the shareholders of the collective financing platform for the fulfilment of the requirements demanded by the National Securities and Exchange Commission, acting on behalf of the financing platform collective.

Collective financing entrepreneur: is the human and/or legal person who presents a project of collective financing in order to obtain funds from the public investor for its development, in accordance with the regulations that the National Securities and Exchange Commission will dictate.

Project of collective financing: is the individualized development project presented by a collective financing entrepreneur through a collective financing platform and which requests funds from the public investor in order to create and/or develop a good and/or service.

Article 24.- Participation in a collective financing project. The only forms of investor participation in a collective financing project will be through:

i) The ownership of shares in an anonymous company (S.A.) or a company for simplified shares (SAS), taking into account in both cases those companies which in their object will additionally provide for a social impact or Environmental benefit and collective interest;

ii) Acquisition of convertible loans in shares of an anonymous company (S.A.) or a company for simplified shares (SAS); and

iii) Participation in a trust.

In all cases, such participations in a project of collective financing must be concretized online through a platform of collective financing, in order to allocate funds to a project of collective financing.

Article 25.- Requirements, denomination and registration of the collective financing platforms. The National Securities and Exchange Commission will regulate the requirements that the collective financing platforms will have to credit for the purposes of their authorization, and during the term of their validity, as well as those necessary for their registration in the registry. and the reporting obligations which should be completed.

The social reason must include the term "Collective Financing Platform" or the acronym "PFC", and it will be an exclusive denomination in the terms of Article 28 of Law 26,831.

Article 26.- Structure and types of the Collective Financing System. The Collective Financing System will refer exclusively to collective financing projects presented in a collective financing platform authorized by the National Securities and Exchange Commission and intended for the public any form of participation in a collective financing project referred to in Article 24.

The collective financing projects must:

a) To be directed to a plurality of persons to be part of a collective investment in order to obtain a profit;

b) To be realized by entrepreneurs of collective financing who request funds in the name of a collective financing project of their own;

c) Estimate funding for an individualized collective financing project;

d) Subject to the limits that the National Securities Commission establishes in its regulations.

Article 27.- Limits to the Collective Financing System. The following limits shall apply to the Collective Financing System:

a) That the total amount offered to be invested does not exceed the sum and the percentage established by the regulations of the National Securities and Exchange Commission.

b) That the same investor, in itself or through a company in turn controlled by him, does not acquire a higher percentage of the investment offered to him than the one established by the National Securities and Exchange Commission regulation;

c) That investors cannot invest more than twenty per cent (20%) of their annual gross receipts.

Article 28.- Exclusions. The following projects are excluded from the Collective Financing System:

a) The collection of funds for charitable purposes;

b) The donations;

c) The direct sale of goods and/or services through the collective financing platform;

d) Loans which do not fall within the meaning of Article 24 (2) ii) .

Article 29.- Secondary market for collective financing. Once the shares or units of a collective financing project have been placed, they may be sold by the investor, through the same platform of collective financing in which they acquired them, by means of the mechanism provided for in the specific rules.

Article 30.- Services of the collective financing platforms. The collective financing platforms will provide the following services:

a) Selection and publication of collective financing projects;

b) Establishment and exploitation of communication channels to facilitate the procurement of the Collective Financing System and the publicity of collective financing projects;

c) Development of channels of communication and direct consultation of investors;

d) Presentation of the information of each project of collective financing in accordance with the provisions of the regulations dictated by the National Securities and Exchange Commission;

e) Preparation and provision of pro forma contracts for the participation of investors in the collective financing projects.

The service referred to in paragraph (d) above shall not constitute a risk rating in the terms of Article 57 of Law 26,831, so that the collective financing platforms may not issue opinions regarding the feasibility of the project of collective financing or to ensure the profit to the investor.

Article 31.- Bans on collective financing platforms. It is expressly prohibited to the responsible for the platform of collective financing and/or to the platforms of collective financing, acting alone or through legal persons or human, controlling, controlled or linked, to exercise the following activities:

a) Provide financial advice to investors regarding the collective financing projects promoted by the collective financing platforms, without prejudice to the objective information referred to in Article 30, (d);

b) Receive funds on behalf of collective finance entrepreneurs for the purposes of investing in collective financing projects developed by those same entrepreneurs;

c) Manage investments in collective financing projects;

d) To award funds from a collective financing project to another project of collective financing without resorting to the mechanism that the National Securities and Exchange Commission establishes for the transfer of these funds and without the authorization expressed by the investors who have contributed those funds;

e) To ensure collective finance entrepreneurs to capture all or part of the funds;

f) Ensure investors return their investment in a project of collective financing in which they participate;

g) To present, in order to obtain funds from the public investor, projects of collective financing developed by a responsible for the platform of collective financing, partner and/or dependent of this platform of collective financing.

Article 32.- General principles applicable to the collective financing system. Those who engage in the raising of funds from the public investor through any of the forms provided for in the Collective Financing System shall act in accordance with the principles of transparency, diligence and objectivity, and With the standard of good businessman, they are subject to the obligations imposed by the specific legislation in the field of defense of consumer rights in the provision of information about the collective financing projects, their potential risks and benefits, and the applicable rules on the prevention of crimes of laundering of assets and financing of terrorism and other illicit activities.


Article 33.- Company for simplified shares. Create the company by simplified actions, identified henceforth as SAS, as a new societarium type, with the scope and characteristics foreseen in this law. The provisions of the General Companies Law, 19,550, t, will apply. or. 1984, as soon as they are reconciled with those of this law.


Article 34.- Constitution and responsibility . The SAS may be constituted by one or more human or legal persons, who limit their liability to the integration of the shares they subscribe or acquire, without prejudice to the guarantee referred to in Article 43. The single-personnel SAS cannot constitute or participate in another one-person SAS.

Article 35.- Requirements for your constitution. The SAS may be made up of a public or private instrument. In the latter case, the partners ' signature must be certified in the form of a judicial, notarial, bank or competent authority of the respective public register.

The SAS may be constituted by digital means with digital signatures, and in accordance with the rules to which it is issued. In these cases, the instrument must be sent for the purposes of its registration to the corresponding Public Registry in the digital file format that is timely established.

Article 36.- Content of the instrument of incorporation. The constituent instrument, without prejudice to the clauses which the partners may resolve to include, shall contain at least the following requirements:

1. The name, age, marital status, nationality, profession, address, number of identity document, Single Key of Tax Identification (CUIT) or Single Key of Identification (CUIL) or Identification Key (CDI) of the partners, in their case. In the case of one or more legal persons, the name or social reason, address and place of business, data of the members of the administrative body and the Single Key for the Identification of Tax Identification (CUIT) or Identification Key (CDI) of the or to comply with the registration that the tax authority has for that purpose, if any, as well as the registration data in the corresponding register.

2. The name of the company which shall contain the expression "Company for Simplified Shares", its abbreviation or the acronym SAS. The omission of this statement shall make unlimited and in solidarity with the administrators or representatives of the company responsible for the acts which they hold in those conditions.

3. The domicile of the company and its headquarters. If, in the constituent instrument, only the address is registered, the address of its registered office may be entered in the minutes of the establishment or may be entered at the same time by a separate request from the administrative body. All the notifications made at the registered office shall be valid and binding for the company until it has been effectively cancelled by the public register where the registered office has been registered by the company.

4. The designation of its object which may be plural and shall clearly and accurately enunciate the main activities constituting the same, which may or may not be related or unrelated.

5. The period of duration, which shall be determined.

6. The social capital and the contribution of each partner, which shall be expressed in national currency, including the classes, emission modalities and other characteristics of the shares and, where appropriate, their rate of increase. The instrument shall also include the subscription of the capital, the amount and form of integration and, if appropriate, the time limit for the payment of the balance due, which may not exceed two (2) years since the signing of that instrument.

7. The organization of the administration, the meetings of the members and, where appropriate, the audit. The constitutive instrument shall contain the individualisation of the members of the administrative bodies and, where appropriate, of the audit body, with the term of duration fixed on the charges and the individual address where they are located. valid all the notifications made to them in such a way. In all cases, legal representative must be appointed.

8. The rules for distributing profits and supporting losses.

9. The clauses necessary to establish the rights and obligations of the partners to each other and to third parties.

10. The clauses relating to its operation, dissolution and liquidation.

11. The date of the end of the financial year.

Public records shall approve models of instruments of incorporation to facilitate registration.

Article 37.- Advertising by the Company for Simplified Shares. The SAS shall publish for a (1) day in the journal of legal publications corresponding to its place of incorporation, a notice which shall contain the following information:

(a) The information provided for in points 1 to 7 and 11 of Article 36 of this Law and the date of the constituent instrument shall be provided for in the constitution;

(b) In the case of an amendment to the instrument establishing or dissolving the SAS:

1. The date of the resolution of the meeting of partners which approved the modification of the instrument or its dissolution.

2. Where the amendment affects one of the items listed in points 2 to 7 and 11 of Article 36, the publication shall determine the number of points listed therein.

Article 38.- Registration registration. The relevant documentation shall be submitted to the public register, who shall, after compliance with the laws and regulations of the application, register. The registration shall be completed within 24 hours of the working day following the working day following the presentation of the relevant documentation, provided that the applicant uses the approved type of instrument model by the public register.

Public records should dictate and implement regulatory standards for such purposes, with the use of digital means with digital signatures, and a procedure for electronic notification and resolution of comments to be established. perform the submitted documentation. The same criterion shall apply with respect to the reforms of the instrument.

Article 39.- Limitations. In order to constitute and maintain its character as SAS, the company:

1. It shall not be included in any of the cases referred to in Article 299 (1), (3), (4) and (5) of the General Law on Societies, 19,550, t.o. 1984.

2. It shall not be controlled by a company within the meaning of Article 299 of the General Law of Societies, 19,550, 1984, or be linked, in more than 30% of its capital, to a company included in the aforementioned Article.

In the event that the SAS for any reason falls within any of the cases referred to in the preceding 1 or 2, it must be transformed into one of the types provided for in the General Companies Act, 19,550, t.o. 1984, and such processing in the relevant public register, within a period not longer than six (6) months of the date of setting up such an assumption. During that period, and until registration is registered, the members shall respond to third parties in solidarity, unlimited and subsidiary, without prejudice to any other liability in which they have incurred.


Article 40.- Social capital. The capital shall be divided into parts denominated shares. At the time of the formation of the company, the capital may not be less than the amount equal to two (2) times the minimum living and mobile salary.

Article 41.-Subscription and integration. The subscription and integration of the shares must be made in accordance with the conditions, proportions and deadlines laid down in the instrument. Contributions in money must be integrated by 25% (25%) at least at the time of subscription. The integration of the balance may not exceed the maximum period of two (2) years. Contributions in kind must be integrated into one hundred percent (100%) at the time of subscription.

Article 42.- Contributions Contributions may be made in cash or non-cash assets.

Contributions in non-cash assets may be made to the value that the partners agree unanimously in each case, who shall indicate in the instrument establishing the background evidence of the valuation or, failing that, according to the securities square. In the event of insolvency or bankruptcy of the company, the creditors may contest it within five (5) years of the contribution. Impeachment will not proceed if the valuation was conducted judicially. The accounting statements shall contain a note in which the valuation mechanism of the contributions in kind that make up the social capital is expressed.

Ancillary services may be agreed. In this case, the provision of services, whether from partners, administrators or external providers of the SAS, may consist of services already provided or to be provided in the future, and may be contributed to the value that the partners determine in the The instrument shall be either a constituent instrument or subsequently a unanimous decision of the partners, or the value shall be determined by one or more experts appointed by the partners in a unanimous manner. The instrument establishing the valuation shall indicate the background to the valuation.

The benefits shall be the instrument establishing and/or the instruments of subsequent reforms, where their content, duration, modality, remuneration, penalties in the event of non-compliance and alternative integration mechanism shall be specified. for the assumption that for any cause it will become impossible to fulfill. They may be amended only in accordance with the agreed terms or, failing this, with the agreement of the obligors and the entire partners.

If the provision of the service is wholly or partially pending, the transmission of the shares from which the partner undertaking the service shall be held shall require the unanimous agreement of the partners, where appropriate, an alternative integration mechanism.

Article 43.- Guarantee of the partners for the integration of the contributions. The partners guarantee solidarity and the integration of the contributions to third parties.

Article 44.- Capital increase. In the event of an increase in the share capital, the shareholders ' meeting may decide on the characteristics of the shares to be issued, indicating class and rights.

The issue of shares may be carried out at face value or at issue premium, with different premiums being fixed for the shares issued in the same capital increase. For such purposes, actions of a different kind should be issued which may recognise the same economic and political rights, with different emission premiums.

The constitutive instrument may, for cases in which the increase in capital is less than fifty per cent (50%) of the registered capital, provide for the increase of the share capital without requiring the advertising or registration of the meeting of partners.

In any event, the adopted resolutions shall be sent to the Public Registry by digital means in order to verify compliance with the registration tract, under the conditions laid down in regulation.

Article 45.- Irrevocable contributions. The irrevocable contributions to the future issue of shares may be maintained for the duration of twenty-four (24) months from the date of their acceptance by the management body of the SAS, which must be resolved. on their acceptance or rejection within fifteen (15) days of the entry of part or all of the sums corresponding to that contribution. The rules to be laid down must lay down the conditions and requirements for their implementation.

Article 46.- Actions. Non-endurable, ordinary or preferred nominative shares may be issued, indicating their nominal value and the economic and political rights recognised for each class. Written actions may also be issued.

Article 47.- Rights . The same political and economic rights may be accorded to different classes of shares, irrespective of whether there are differences in the purchase or sale price of shares. The instrument establishing the voting rights shall express the voting rights corresponding to each class of shares, with an express indication of the attribution of a singular or plural vote, if this is the case.

In the event that the securities representing the shares are not issued, their ownership shall be credited through the registration constances that the SAS will take in the stock book. In these cases, the company will also have to issue evidence of account balances.

Article 48.- Transfer. The form of trading or transfer of shares shall be that provided for by the instrument of establishment, in which it may be required that any transfer of shares or of any kind of shares may have the prior authorisation of the meeting of members. In case of omission of its treatment in the constitutive instrument, any transfer of shares shall be notified to the company and registered in the respective Book of Record of Actions for the purposes of its oponability with respect to third parties.

The constitutive instrument may stipulate the prohibition of the transfer of shares or of any of its classes, provided that the validity of the restriction does not exceed the maximum period of ten (10) years, counted from the issue. This period may be extended for additional periods not exceeding 10 (10) years, provided that the respective decision is taken by the favourable vote of the entire share capital.

The restrictions or prohibitions to which the shares are subject shall be recorded in the Book of Record of Shares. In the case of the card, the corresponding shares must be transcribed. In the case of scriptural actions, such restrictions shall be recorded on the vouchers to be issued.

Any trading or transfer of shares which does not comply with the provisions of the constituent instrument is of no value.


Article 49.- Internal legal organisation . The partners shall determine the organic structure of the society and other rules governing the functioning of the social bodies. The administrative, government and audit bodies, where appropriate, shall operate in accordance with the rules laid down in this law, in the instrument establishing and, in the case of, the limited liability company and the general provisions of the General Law of Societies, 19,550, t. or. 1984.

During the period in which the company operates with a single partner, the latter may exercise the powers conferred on the social bodies by the law as soon as they are compatible, including that of the legal representative.

Administrators who are required to participate in a meeting of the administrative body when the latter is plural may self-convene to deliberate, without the need for prior summons. The same rule applies for partner meetings. The decisions of the administrative body to be taken shall be valid if all the members are present and the agenda is approved by the majority provided for in the instrument. The governing body's resolutions will be valid if the partners representing 100% (100%) of the social capital are present and the agenda is adopted unanimously.

Article 50.- Board of directors. The SAS administration shall be in charge of one or more human persons, partners or not, designated by a specified or undetermined period in the instrument establishing or subsequently. At least one alternate shall be appointed if the audit body is dispensed with. The designations and assignments of the administrators must be registered in the Public Registry.

Article 51.- Administrator functions. If the administrative body is plural, the constituent instrument may establish the functions of each administrator or provide for them to be carried out jointly or collectively. At least one of its members must have a registered office in the Republic of Argentina. Foreign members must have a Key Identification (CDI) and appoint a representative in the Republic of Argentina. In addition, they must establish an address in the Republic of Argentina, where all the notifications made in such a character will be valid.

Of the meetings

The summons to meetings of the administrative body and the information on the agenda to be considered may be made by electronic means, and must be received.

Meetings may be held at or outside the registered office, using means to enable participants to communicate with each other at the same time. The minutes must be signed by the administrator or the legal representative, and the constances must be kept according to the means used to communicate.

Legal representation. Faculties.

The legal representation of the SAS may also be in charge of one or more human persons, partners or not, designated in the form provided for in the instrument. In the absence of any provision in the constituent instrument, its designation shall be the responsibility of the meeting of partners or, where appropriate, the single partner. The legal representative may conclude and execute all the acts and contracts included in the social object or which relate directly or indirectly to the social object.

Article 52.- Duties and obligations of administrators and legal representatives. The duties, duties and responsibilities provided for in Article 157 of the General Law on Societies, 19,550, t, are applicable to the administrators and legal representatives. or. 1984. Where appropriate, the rules laid down in that law are applicable to the audit body, as appropriate.

Human persons who, without being administrative or legal representatives of a SAS or legal persons who intervene in a positive activity of management, administration or management of the company, incur the same responsibilities applicable to the administrators and their responsibility shall be extended to the acts in which they have not intervened when their administrative action is customary.

Article 53.- Governing body. Optional audit body . The meeting of partners is the governing body of the SAS.

The constituent instrument may establish that the partner meetings are held at or outside the registered office, using means that enable the partners and participants to communicate with each other at the same time. The minutes must be signed by the administrator or the legal representative, and the constances must be kept according to the means used to communicate.

Without prejudice to the above, the social resolutions adopted by the members ' vote are valid, communicated to the administrative body through any procedure that guarantees its authenticity, within ten (10) days of they have been consulted at the same time by means of a reliable means; or those resulting from a written declaration in which all the partners express the meaning of their vote.

In the SAS with a single partner the resolutions of the governing body will be adopted by this one. The partner will leave the resolutions in minutes settled in the books of the society.

Call

Any communication or summons to the partners shall be addressed to the address expressed in the instrument, unless its change has been notified to the administrative body.

Audit body

A supervisory body, a trade union or a supervisory board may be established in the constituent instrument, which shall be governed by its provisions and supplemented by the rules of the General Companies Act, 19,550, t.o. 1984, as appropriate.


Article 54.- Reforms of the constituent instrument. The reforms of the constituent instrument shall be adopted in accordance with the procedure and requirements laid down therein and shall be entered in the public register.

Article 55.- Dissolution and liquidation. The SAS will be dissolved, by the will of the partners adopted at the meeting of partners, or, if necessary, by decision of the single partner or by the causal ones provided for in the General Law of Societies, 19.550, t.o. 1984.

Article 56.- Liquidation. The liquidation shall be carried out in accordance with the rules of the General Company Law, 19,550, t.o. 1984. It shall act as liquidator, the administrator or the legal representative or the person designating the meeting of partners or the single partner.

Article 57- Conflict resolution. In the event of conflicts, the partners, the administrators and, where appropriate, the members of the audit body, shall endeavour to settle the dispute, dispute or claim arising between them on the basis of the functioning of the audit body. the SAS and the development of its activities, and a system of conflict resolution can be provided for in the instrument establishing a system of conflict resolution through the intervention of arbitrators.

Article 58.- Accounting statements. The SAS shall keep accounting and make its accounting statements which shall include its status as a state of assets and a statement of results to be settled in the inventory and balance sheets.

If applicable, the Federal Administration of Public Revenue (AFIP) will determine the content and presentation of the accounting statements by means of applications or electronic or electronic information systems for short information.

Digital records

1. The SAS must bear the following records:

a) Book of minutes;

b) Book of record of shares;

c) Daily book;

d) Inventory book and balance sheets.

2. All records which must be carried by the SAS shall be individually identified by electronic means to the public register.

3. Public records may regulate and implement mechanisms for the purpose of allowing the SAS to supplement the use of the records referred to above by means of digital media and/or by creating a web page where The entire data of these records is returned.

4. Public records shall implement a system of comptroller to verify this data to the sole effect of checking the compliance of the registry tract, under conditions that are regulated.

Article 59.- Electronic powers . The status of the SAS, its modifications and the powers and revocations granted by its representatives may be granted in electronic notarial protocol. In the case of paper, its first copy must be sent in digital form with digital signature of the authorizer. In such cases, the registration in the Public Registry that corresponds will be exclusively in electronic form.


Article 60.- Simplification.

1. Financial institutions shall provide for mechanisms enabling SAS to open an account within a maximum period of time to be established by regulation, requiring only the presentation of the duly registered instrument and record of obtaining the Single Tax Identification Key (CUIT). Financial institutions shall not be required to give credit to the SAS account holder.

2. The SAS registered in the public register will have the right to obtain its Unique Key of Tax Identification (CUIT) within twenty-four (24) hours of filing the procedure on the website of the Federal Administration of Public Revenue (AFIP) or any of its agencies, without having to present a proof of its domicile at the moment of the beginning of the procedure, but within the twelve (12) months of the SAS.

The partners of the non-resident SAS in the Republic of Argentina will be able to obtain their Identification Key (CDI) within twenty-four (24) hours of filing the procedure on the website of the Federal Administration of Public Revenue (AFIP) or in any agency of that body.


Article 61- Transformation. Companies incorporated under the General Companies Act, 19,550, t.o. 1984 may be transformed into SAS, with the provisions of this Title applicable.

Public records shall lay down the regulatory standards applicable to the processing procedure.

Article 62.-The provisions of the Law on Labor Contract, 20.744, t.o. 1976, and, in particular, those relating to the solidarity responsibilities laid down in Articles 29, 30 and 31 of that Law, shall apply to the SAS.


Article 63.- Creation. Create the "Seed Fund" Program, in the orbit of the Secretariat of Entrepreneurs and Small and Medium Enterprises of the Ministry of Production, which will have the purpose of training and financing those entrepreneurs who intend to start a project or to promote an existing one with a degree of incipient development.

The program will provide technical and financial assistance to the beneficiaries of the program, which will be channeled through incubators, according to the forms and conditions that the regulations will establish.

The Secretariat for Entrepreneurs and Small and Medium-sized Enterprises will make calls to entrepreneurs and companies of recent creation of the Republic of Argentina interested in participating in the Program "Seed Fund", in accordance with the regulations that establish for these purposes.

For the purposes of granting assistance, the following non-exhaustive criteria shall be assessed and weighted for the selection of projects, as provided for in the Regulation:

a) Potential for innovation;

b) Provincial or regional representation;

c) Representation of the diversity of the productive sectors of the Argentine Republic;

d) Generation of jobs; and

e) Generation of value.

The implementing authority shall appoint an advisory board which shall have the main function of assisting it in the setting of the criteria for the distribution of funds, and shall be composed of experts and national representatives of the business sector, with special consideration of regional economies, local development and social innovation, all in the forms and conditions laid down by the regulations.

Financial assistance may consist of soft loans, non-reimbursable contributions (NRAs) and/or other financing instruments to be determined by the said authority. For the purposes of implementing the "seed fund" programme, the implementing authority may provide the funds allocated to it with specific allocation to the Trust Fund for the Development of Entrepreneurship Capital (FONDCE).

The Secretariat for Entrepreneurs and Small and Medium-sized Enterprises will be the implementing authority of the "Seed Fund" Programme, and will be empowered to adopt regulatory and complementary regulations.

Article 64.-The Secretariat of Entrepreneurs and Small and Medium-sized Enterprises, through its programs, will promote the creation of incubators throughout the country, especially in the areas of lower development or with less access to financing, as It is established by the regulation, so that they support the emergence, development and strengthening of enterprises. For these purposes, funds for institutional strengthening can be granted to incubators, which must be used, among others, to improve the infrastructure or equipment thereof, to improve the level of professionalization. the internal and external staff of the incubator and/or develop the skills necessary to detect and support entrepreneurs.


Article 65.- Federal Board of Support for Entrepreneurs.

1. Create the Federal Council of Support for Entrepreneurs with public-private participation in the field of the Secretariat for Entrepreneurs and Small and Medium-sized Enterprises of the Ministry of Production, which will have as its main function to participate in the definition of objectives and the identification of the most appropriate instruments to promote entrepreneurial culture in the Argentine Republic.

2. The Federal Council of Support for Entrepreneurs will be a collegiate body that will act with complete independence and autonomy, and will assist the Secretariat of Entrepreneurs and Small and Medium Enterprises of the Ministry of Production, in the elaboration of entrepreneurship policies. The membership of the council shall not be remunerated.

3. The Secretariat of Entrepreneurs and Small and Medium-sized Enterprises of the Ministry of Production will make available the necessary resources for the council to develop its functions.

4. The council shall be composed of the following members, in the terms of the regulations established by the Secretariat of Entrepreneurs and Small and Medium-sized Enterprises, who shall act as the implementing authority:

(a) Three (3) representatives of the national executive branch (one from the Ministry of Science, Technology and Productive Innovation, one from the Ministry of Production and one from the Ministry of Social Development with no less rank than national director);

(b) Six (6) representatives of the national legislative branch, three (3) for each chamber, which must represent different provinces and majority blocs. Two (2) representatives may not be from the same province or from the same political space or coalition;

(c) Four (4) representatives of the institutions to support entrepreneurial activity in the Argentine Republic, and the federal character of this representation must be ensured.

Article 66.-The implementing authority provided for in Article 1 of this Law shall coordinate with the Ministry of Education and Sports, in agreement with the Federal Board of Education, the incorporation of curriculum designs into the various levels and content modalities that promote entrepreneurial culture.

Article 67.- Regulation . The national executive branch shall regulate this law within sixty (60) days of its publication.

Article 68.-Commune to the national executive branch.

GIVEN IN THE SESSION HALL OF THE ARGENTINE CONGRESS, IN BUENOS AIRES, AT THE TWENTY-NINE DAYS OF MARCH OF THE YEAR TWO THOUSAND SEVENTEEN.


MARTA G. MICHELETTI. -EMILIO MONZO. -Eugenio Inchausti. -Juan P. Tunessi.