Argentina: Doing Business In

Argentina adopts the civil law system. The first Civil Code was enacted and entered into force in January 1871. This Civil Code has been replaced in August 2015 by a new code that unified the Civil and Commercial codes (hereinafter, the “Civil and Commercial Code“).

Law No. 19,550 (as amended and restated, the “Argentine Companies Law”) regulates different type of investment vehicles, among which the most commonly used are:

• Corporation (“Sociedad Anónima”)
• Limited Liability Company (“Sociedad de Responsabilidad Limitada”)

Law No. 27,349 has introduced a different company type, the Simplified Stock Corporation (“Sociedad por Acciones Simplificada”).

Foreign entities whishing to carry on businesses in Argentina must set up a Branch (Succursal) or a subsidiary.

In case the vehicle chosen is a subdiary, Argentine law requires legal entities holding equity in an Argentine company to first qualify (register) with the local Public Registry. This is a process that essentially requires the registrant to file with the registry various corporate documents and show a “substantial trade or business” outside Argentina (this means showing that a preponderance of the registrant’s assets are outside Argentina).

In case of a Branch, the main office must register its bylaws, jointly with other corporate documents, to locally register an Argentine Branch.

Regarding capital requirements, the Argentine Companies Law establishes the following:

• Corporation: The minimum capital required is AR$ 100,000 and is represented by shares.
• Limited Liability Company: There is no minimum capital required for this type of entity, but it should be adequate for developing the company’s purpose. It is represented by membership interests (cuotas).

Branches: It is not mandatory to allocate capital to the Argentine branch of a foreign company.

The most common entities for investors to use are the corporation or single owner corporation (Sociedad Anónima / Sociedad Anónima Unipersonal) or the Limited liability company (Sociedad de Responsabilidad Limitada)

The basic characteristics of each of these entities, according to the Argentine Companies Law, are set out below:

Corporation (Sociedad Anónima, or “S.A.”)

• Capital is divided into shares of stock. Shares must be registered and non-endorsable. According to the rights they grant, shares may be classified into common or preferred shares.
• Transfer of shares is generally unrestricted, but certain restrictions may be included in the corporation’s bylaws.
• They may have one shareholder (single shareholder corporation or “Sociedad Anónima Unipersonal – SAU”) or more than one shareholder (multiple-member corporation).
• Shareholders’ liability is limited to their capital contributions.
• Shareholders must hold at least one regular meeting every year for the main purpose of approving financial statements, considering the results of the fiscal year, considering the performance and compensation of the members of the board and statutory auditors, and appointing directors and statutory auditors, if applicable.
• The Shareholders’ Meeting appoints the members of the Board of Directors. One or more individuals (depending on the provisions of the bylaws) may compose the board.

Single Owner Corporation (“Sociedad Anónima Unipersonal” or “SAU”)

The Argentine Companies Law allows for the incorporation of a Single Owner Corporation, a specific type of Stock Corporation. The special requirements of the SAU are as follows:

• The shareholder cannot be another single shareholder corporation.
• 100% of the capital stock must be fully paid up upon incorporation.
• The SAU is subject to permanent government supervision and must appoint at least one serving and one alternate statutory auditor (Sindico).

Limited Liability Company (Sociedad de Responsabilidad Limitada or “SRL”)

• Members limit their liability to the par value of the membership interests (cuotas) they agree to subscribe. Membership interest transfers shall be registered with the IGJ.
• The number of membership interest holders shall be at least 2 and shall not exceed 50.
• No minimum capital is required. However, it is commonly required the capital subscribed by members to be adequate in relation to the company’s corporate purpose.

The SRL is managed by one or more managers appointed for a fixed term or indefinitely.

Below, please find the most relevant information with respect to management in Corporations and Limited Liability Companies.

Corporations.

The Corporation is managed by a Board of Directors (who may also be shareholders).

They may be appointed for a fixed term not to exceed three fiscal years. In case of a plural BOD, in their first meeting they must appoint a Chairman and a Vicechairman to replace the Chairman in case of absence or impediment. The Chairman is the Legal Representative of the company and the BOD must meet at least once every three months. The bylaws must regulate the constitution and operation of the board of directors. The quorum may not be less than the absolute majority of its members.

Limited Liability Company.

The SRL is managed by one or more managers (who may also be partners).

They may be appointed for a fixed term or indefinitely.  Customarily, managers are appointed in the bylaws for a limited term.  The number of managers may be as few as one and increase or decrease from time to time.  The administration and representation of the company corresponds to one or more managers. If the management is plural, the contract may establish the functions that each manager is responsible for in the administration or impose joint or collegiate administration. In case of silence, it is understood that all managers are the legal representatives and can carry out any act on behalf of the company indistinctly.

Argentine or foreign nationals can be appointed directors or managers. The absolute majority of its members must be Argentine residents.

There is no specific number of individuals to integrate the BOD or management, and its number will depend on the provisions of the bylaws.

The Argentine Civil and Commercial Code states some type of associations under the form of agreements. The most relevant types are as follows:

Joint Ventures (Uniones Transitorias)

The purpose of these temporary associations of business enterprises is to develop or execute specific works, services or supplies, within or outside Argentina. They can also develop or carry out activities or services that are supplementary and accessory to the main purpose. A foreign company may be a member of a local UT as long as it is locally registered as a branch. The UT agreement and appointment of representative must be registered with the IGJ.

Cooperating groups (Agrupaciones de colaboración)

The purpose of these groups is to create a common organization among several parties to facilitate or develop certain phases of its members’ activities, or to improve or increase the results of such activities. As with UTs, this type of contract-based business integration does not create a separate legal entity distinct from its members but must be registered with the Public Registry. They do not have a profit purpose. Their members are jointly and severally liable for the obligations undertaken by this organization.

Cooperating consortium agreement (Consorcios de cooperación)

These are similar in nature and characteristics to cooperation groups; however, (i) the profits of the activity will be distributed among the members according to the provisions of the agreement (in case of silence, in equal parts) and (ii) their members may agree not to be jointly and severally liable for the obligations undertaken by the legal representatives of the consortium. The agreement and the appointment of the legal representative must be registered with the Public Registry.

Apart from the types of associations indicated above, one can expand business operations by any contractual form, provided parties observe the principles of good faith and avoid any act that can be characterized as an abuse of law, or contrary to morality or good customs, which is prohibited by the law.  Franchising, concession, distribution or agency agreements are examples of ways to expand business operations, regularly used and very common. There are several provisions regulating these types of contracts in our Civil and Commercial Code.

No.

The most common options to inject funds to a company are as follows:

• Corporate capital increase either in cash or in kind. In case of a capital increase in cash, Argentine Companies Law states that at least 25% of the funds must be paid in upon the resolution resolving the capital increase and the remaining 75% within two years from that date.
• Loans
• Irrevocable Capital Contributions. This figure is not contemplated in the Argentine Companies Law but in some local regulations, e.g. General Resolution 7/15 issued by the Public Registry of the city of Buenos Aires.

In order to return proceeds from entities, as dividends or returns of capital there are specific rules provided by the Argentine Companies Law, as follows:

• Dividends. The Argentine Companies Law establishes that distribution of dividends is legal only if it results from net profits arising from annual financial statements duly issued, and approved by the Annual Shareholders’ Meeting. Anticipated dividends are forbidden, except for those companies under permanent government auditing.
• Voluntary Capital Reduction. Article 203 of the Argentine Companies Law establishes that the voluntary capital reduction will be decided by the Extraordinary Shareholders Meeting with a well-founded report provided by the trustee and must comply with some specific requirements, such as notices in the Official Gazette for the creditors to oppose to the reduction.

In all cases foreign exchange control restrictions may be applicable for each of the options indicated above, and also for the repayment of loans.

As a general rule, resolutions are adopted by a majority of votes. Quorum may vary depending on the type of meeting (ordinary/extraordinary) and whether it is held at first or second call.

Corporations:

Argentine Companies Law establishes special majorities for situations that are considered special cases, requiring for these cases that the decisions be adopted by majorities of shares with voting rights, without applying the plurality of votes. These special cases include transformation, extension or renewal, early dissolution of the company, transfer of domicile abroad, merger and spin-off, fundamental change of purpose and total or partial reintegration of the capital, among others.

Limited Liability Companies:

The bylaws shall establish the rules applicable to the resolutions whose purpose is its modification.

The majority must represent at least more than half of the share capital. In the absence of contractual regulation, the vote of Three-Fourths (3/4) of the capital stock is required. If a single partner represents the majority vote, the vote of another will also be required.

The BOD or managers of the company must act with loyalty and with the diligence of a good businessman with the benefit of the company as the main goal, regardless any instructions of the shareholders. Those who fail to fulfill their obligations are, unlimitedly, and jointly and severally liable, for the damages and losses resulting from their action or omission.

Any infraction committed by the employee, the seriousness of which is such as to prevent the continuation of the employment relationship, is sufficient cause to dismiss an employee with just cause. Among the grounds included are: acts of violence during the workday, acts contrary to morals and good customs, acts in violation of the employer’s codes of ethics or internal policies. Please note that this list is merely enunciative and is not exhaustive, since there are as many causes as inappropriate behavior or non-compliance may exist.

In order to implement the dismissal based on just cause, the employer must notify its decision and must express in clear terms the reason for the dismissal.

The notice may be given by simple note, registered letter or by notary.

The associated costs are related to the means of notification chosen, being the simple note the cheapest means and the notarial notification the most expensive. Depending on the area and the date on which the notarial notification is chosen, the associated costs would range from USD 600 to USD 1500.

Any trade union is granted the right to represent their individual members. However, for a union to be granted collective representation rights it is indispensable that it be certified as a trade union with union personality (personería gremial), upon fulfilment of the following requirements: (a) the union is officially registered and has been acting for at least six months; (b) its membership covers not less than 20 per cent of the workers it intends to represent; (c) it is the most representative trade union in the respective industry or branch, within a given territorial scope (frequently a city or a province, but may also be the national territory).

Apart from very few exceptions, only one union in each branch or industry, and within a given geographical area, is granted trade union personality. This means that in practice the country has a single-union structure, since a union that is merely registered does not enjoy collective representation rights. Moreover, enterprise level unions cannot be granted trade union personality where a branch level or an industry level union with trade union personality covers the respective geographical area for the industry or category corresponding to that enterprise.

The Ministry of labor is the competent authority to register unions and to grant trade union personality. It also determines which union represents such or such group of workers in case two or more unions compete for the representation of the same workers. Its decisions may be challenged before the National Labor Court of Appeal.

Considering that Argentina has adhered to ILO Convention 87 on Freedom of Association, there are no rules that prevent or limit the unionization of employees. However, the Supreme Court of Justice of the Nation has expressed in 2017, that the right to unionization is not an absolute right and that it can be regulated, in circumstances in which it gave its opinion on the constitutionality of a provincial rule that prohibited the unionization of police personnel.

There are several rules governing anti-bribery and anti-corruption conducts. A corporate entity can be held liable for failure to prevent bribery, among other crimes, or the facilitation of tax evasion. Some of the most relevant regulations are briefly referenced below:

Law No. 27,401 establishes the corporate criminal liability applicable to Argentine companies related to the following crimes: a) Bribery and influence peddling, national and transnational; b) Negotiations incompatible with the exercise of public functions; c) Concussion; d) Illicit enrichment of officials and employees; and e) Balances and aggravated false reports.

Law No. 25,246 (as amended and restated, the “AMLTF Law“) which creates the Financial Information Unit, which is the Argentine state agency in charge of the analysis, processing and transmission of information for the purpose of preventing money laundering and terrorism financing.

In addition, there are several rules that regulate fraudulent behavior, such as Law 27,430 regulating tax crimes as tax evasion.

Argentine Criminal Code also regulates bribery of public officers and influence peddling as crimes against the Public Administration, both in their active and passive forms.  Some of them may have extraterritorial effects.

As we previously mentioned, there are specific laws related to economic crimes, among others: Law No. 27,430 regulating tax evasion, and Law No. 25.246 establishing the obligation for some type of entities or individuals, such as banks, gambling companies – casinos y bingos – insurance companies, notary public, among others, to report to the Financial Information Unit suspicious transactions related to money laundering and terrorist financing.

Furthermore, Argentine Criminal Code establishes crimes against the economic and financial order (articles 303 to 313).

Law No. 25,246 (as amended and restated, the “AMLTF Law“) regulates the anti money laundering and terrorism financing in Argentina. This Law establishes a procedure in order to detect, prevent and report suspicious operations that could be related to this kind of crimes. The obliged entities to report these situations have an extremely cautious and detailed reporting and information system to the Financial Information Unit, and its mandatory to report any suspicious transaction or situation regardless of its amount and whether carried out in an isolated or repeated manner.

The Argentine National Constitution establishes the freedom of all persons and the prohibition of slavery.

In addition, Argentina has signed several international human rights conventions, among which the following stand out: (i) the Universal Declaration of Human Rights; (ii) the American Declaration on Human Rights; (iii) the International Covenant on Civil and Political Rights; (iv) the Convention on the Rights of the Child; and (v) the International Convention on the Elimination of All Forms of Racial Discrimination.

There is a legal prohibition against hiring persons under 16 years of age unless they have the express authorization of the minor’s father, mother, or guardian. In such cases, the minor may work 3 hours a day or 15 hours a week, and must attend school.

Article 63 and subsequent articles of the Argentine Companies Law state the requirements that financial statements must comply.

Basically, they are as follows:

• The information must be grouped in such a way that it is possible to distinguish and total current assets from non-current assets, and current liabilities from non-current liabilities.
• The rights and obligations must be shown, indicating whether they are documented, with collateral or others.
• Assets and liabilities in foreign currency must be shown separately in the corresponding items.
• The different items may not be offset against each other.
• The income statement must be presented in such a way that it shows separately the profit or loss from the ordinary and extraordinary operations of the company, determining the net profit or loss for the year to which those derived from previous years will be added or deducted. The different items may not be offset against each other.
• The statement of results must be complemented with the statement of changes in equity. It will include the causes of the changes produced during the year in each of the items that make up the net worth.

Copies of the financial statements, jointly with its related documentation, must be kept at the corporate headquarters, available to the partners or shareholders, with no less fifteen (15) days in advance of its consideration by them. When appropriate, copies of the directors’ or administrators’ report and the trustee’s report will also be kept at their disposal.

With respect to approval and filing of annual financial statements, please see our comments in the following sections 22 and 23.

According to Argentine Companies Law, the annual compliance requirements basically consist in the following actions:

• Approval of annual financial statements.
• Filing of financial statements with the Public Registry, if applicable depending on the type of entity involved. Limited liability companies are not required to file financial statements with the Public Registry unless they have a corporate capital over AR$50,000,000 (approx. USD475,000).
• Appointment of authorities, in those cases in which the bylaws fix their term of office in only one year or fiscal year.
• Payment of annual fee depending on the Public Registry regulations.

Please be aware that each provincial jurisdiction within Argentina (apart from the City of Buenos Aires that has its own public registry, the IGJ) has the power to issue their own regulation regarding registry requirements. Therefore, there may be additional actions to be complied with depending on the Argentine Province in which the company has been incorporated.

For instance, the IGJ has imposed an annual compliance regime applicable to foreign entities registered in Argentina, which basically consists in the disclosure of relevant assets located outside of Argentina, information about their shareholders and Ultimate Beneficiary Owner.

Argentine Companies Law requires that an Annual General Meeting (AGM) must be held,  following the indications set out below:

• A BOD meeting calling for the AGM must be convened within 4 months counted from closure of the fiscal year.
• This BDO must consider: (i) a document named “memoria” through which the BOD mainly reports on the state of the company in the different activities in which it has operated, and includes their opinion on the projection of the operations and other aspects that are considered necessary to illustrate the current and future situation of the company, (ii) the annual financial statements, and (iii) the convening to the AGM.
• There is no specific term to hold the AGM.

The AGM must consider, at least, the following: (i) the document named “memoria”, (ii) the annual financial statements, (iii) the result of the fiscal year, (iv) the BOD performance, and (v) the BOD fees.

This requirement is not stated in the Argentine Companies Law but, in the regulations issued by the Public Registry of each jurisdiction.

For instance, in the case of the IGJ, regulations state as follows:

• In the registration procedures carried out by any company, a sworn statement indicating the UBO must also be filed.
• The UBO shall be understood as the human person who meets the characteristics established by the Financial Information Unit.
• It must be accompanied by the supporting documentation.

In case the majority share of the company corresponds to a company that makes a public offering of its negotiable securities, listed in an authorized local or international market and it is subject to requirements on transparency and/or disclosure of information, such circumstance must be indicated for the purposes of being able to be exempted from this requirement of ID.

The Income Tax applicable to Companies is one of the fundamental taxes.

Through Law No. 27,630 (Official Gazette 06/16/2021), the income tax rate for Companies was modified with effect for fiscal years beginning on or after January 1, 2021, inclusive, according to the table that we share below:

Capital gains tax rate: Capital Gains generally are included in taxable income and are subject to corporate income tax at progressive rates.

Progressive Corporate Income tax rate as above (25%/30%/35%)

Tax incentives are available for certain activities, such as mining, forestry, renewable energy and biofuel production.

There is a Tax-Free Zone in Tierra del Fuego, Province, with incentives for certain activities carried out within the zone, including and exemption from corporate income tax, net worth tax and excise tax.

There are Tax incentives to promote economic activities that utilize knowledge and digitalization of information supported by scientific and technological advancements, to obtain goods, the provision of services and process referred “Economy Knowledge”. The Tax benefit include:

• Fiscal stability thought 31 December 2029.
• A reduce income tax rate (60% small and micro-Companies; 40% for medium sized Companies and 20% for large Companies)
• Exemption from VAT withholdings and additional withholdings

A 70% or 80% tax credit bond allowing certain social security contributions paid to be credited against national taxes.

Since August 2019 Argentina reinstated several foreign exchange control restrictions (in this respect please refer to our answers to question 34 below):

Withholding Tax

• Dividends: A 7% withholding tax applies on dividend pay by in Argentine Company to resident individual and non-resident, or remittances by and Argentine branch of a foreign entity to its head office.
• Interest: The interest paid to resident Companies exceeding a specified monthly threshold is subject to withholding tax at the local level at various rates depending on the payee but the tax withheld is creditable against the corporate income tax payable on the income. The general withholding tax rate on interest paid to a non-resident is 35%, which is reduce to 15.05% under certain circumstances.

Royalties: Royalties paid to resident Companies exceeding a specified monthly threshold are subject to withholding tax at the local level level at various rates depending on the payee but the tax withheld is creditable against the corporate income tax payable on the income. Patent royalties paid to a non-resident are subject to a final withholding tax of 35% on 80% of the gross payment (effective rate 28%) if the agreement under which the royalties are paid is registered by the national institute of industrial property (INPI). If these conditions are not satisfied, the effective rate is 31,5% (35% on 90%).

Value added tax (VAT): There are four VAT rate in Argentina

1. Standard Rate: 21%
2. Increased Rate: 27% that applies to some services (communication; power; water)
3. Reduced Rate: 10,5% that applies to capital goods and other items.
4. Rate 0%: applicable to exports

Stamp Tax: The provincial authorities levy stamp tax on the formal execution of public or private instrument. The rate varies between provinces, but generally is 1%. The rate can range between 2,5% and 4% for the real state sales, and there are certain exceptions.

Turnover Tax: The provincial authorities levy turnover tax on the commercial or industrial activities. The rate varies between provinces, but generally for commercial is 5% and for industrial is 1,5%.

Yes, there are public takeover rules, mostly contemplated in Law No. 26,831 “Capital Markets Law” and related regulations from the National Securities Comission.

In this regard, “A public offer for the acquisition and/or exchange of securities is considered to be the market operation by which a human or legal person, acting individually or in concert with other person(s), offers to acquire and/or exchange shares with right to vote of a company admitted to the public offering of shares system, for a predetermined time, and subject to a special procedure to control the terms and conditions of the offer.”

Any public offer for the acquisition of shares with voting rights of a company whose shares are admitted to the public offer system, whether voluntary or mandatory, must be carried out under the terms of the Capital Markets Law and the regulations issued for such purposes by the National Securities Commission, applying the rules of transparency and principles of protection to the investing public in the public offering regime.

The Argentine Antitrust Law No. 27,442 (“AAC Law“) provides for a merger control regime establishing a special regime for the so-called economic concentrations. To prevent problems of competition in the markets, the Authority exercise a control of concentration operations economy, by which the companies that participate in mergers and acquisitions- when the volume of business crosses the thresholds established in the law- must request the authorization of the Authority and this Authority may, when deemed necessary, authorize, deny said authorization or subject it to compliance with certain conditions.

The obligation to negotiate in good faith derives from the principle of good faith that governs our entire legal system (Civil and Commercial Code, article 9).

Current legislation does not contain an obligation for employers to inform individual workers and/or the union representing the employees of the sale of shares, sale of assets and/or transfer of goodwill. Consequently, there are no processes to be complied with.

However, a good practice would be to inform the union (if any) of the decisions taken to avoid collective labor disputes, labor union actions, or delays in operations.

Notwithstanding the foregoing, some unions require the acquirer of the shares or new owner of the company to pay the legal severance of the employees as if they had been terminated without just cause, and then to discharge the employees who continue to perform their duties.

As a general rule, foreign investors are subject to the same laws and regulations that apply to local investors.  Indeed, our National Constitution states as a general principle that foreigners have the same status and the same rights that the law grants to local investors.  In this sense, freedom to set up a business by foreign investors in Argentina is the prevailing principle.

Investments in Argentina are regulated by a set of rules, including international treaties and local rules, that govern, among other things, the treatment afforded to foreign investments, the registration of foreign companies, and foreign exchange controls.

Furthermore, Law No. 21,382 established a legal regime that tends to promote foreign investments in the country, based on the principle of non-discrimination between Argentine and foreign investors. This law provides, among other things, that foreign investors may conduct investments in the country intended to promote economic activities or the improvement or expansion of those already existing, under the same conditions applicable to national investors, subject to the same rights and obligations that the Constitution and laws grant and impose on national investors in accordance with its terms and any other law that may govern special or promotion regimes.

As said before, in principle, there are no restrictions on foreign investments. However, there are restrictions in respect of certain economic sectors:

• Acquisition of real property in border areas or security zones as per the National Regime on Security of the Borders (Decree Law No. 15,385-) which in general terms sets forth that portions of land close to the borders of Argentina must be owned by Argentine native citizens;
• In relation to special regimes, due for instance to anti-trust issues;
• The participation in media companies/broadcasting (Law No. 25,750) that sets forth limits to the participation of foreign investors’ in certain media companies (Investment in media companies by foreign investors is limited to 30%, except United States who has an Investment Promotion and Protection Treaty with Argentina);

Acquisition of Rural Lands Law (Law No. 26,737) that imposes limits on the ownership or possession of rural land by foreign individuals or legal entities (and in cases of properties adjacent to certain bodies of water foreign ownership is prohibited).

Since September 2019 Argentina has reinstated foreign exchange (FX) controls that, in general terms, regulate, among other things, the acquisition of foreign currency/assets, the inflow and outflow of funds into Argentina, and oblige exporters of goods and services to repatriate and sell in the official foreign exchange market (“Mercado Libre de Cambios“ or “MLC“ as per its acronym in Spanish) the proceeds of their export transactions.

Furthermore, FX transactions are to be conducted at a freely agreed exchange rate in the MLC, following and complying all the requirements and regulations set forth by the Argentine Central Bank (the “FX Control Regime“). FX transactions must be made through an institution or foreign exchange house licensed to carry out transactions in the MLC. In general terms, the institution will need the client to prepare and submit supporting information and/or documentation evidencing the genuinely of the type of transaction to be carried out in the MLC. Failing to comply with the FX Control Regime is subject to the FX Criminal Regime since a violation of any of the foreign exchange restrictions is considered a criminal offense under said regime that establishes fines and even imprisonment in case recidivism.  In case of a legal person, directors, legal representatives, managers, and members of its supervisory committee who participate in a transaction violating the FX Control Regime will be jointly and severally liable with the legal person.

The Argentine Companies Law establishes the following causes for dissolution of a company:

• Decision of the partners
• Expiration of the term for which the company was established.
• Fulfillment of the condition to which its existence was subordinated.
• Achieving the object for which it was formed, or by the supervening impossibility of achieving it.
• Loss of capital stock.
• Declaration of bankruptcy.
• Due to its merger.
• Firm sanction of cancellation of public offer or of the listing of its shares.
• Firm resolution of withdrawal of the authorization to operate if special laws imposed it due to the object.

The process to liquidate and dissolve an entity is mainly as follows:

• BOD’ and shareholders’ resolutions approving the dissolution and the appointment of a liquidator.  Registration of these resolutions with the Public Registry.
• Preparation of special financial statements for liquidation.
• Notice of liquidation and payment of all claims to creditors and collection of all credits.  Upon publication of notice, creditors will have 15 days to demand payment of their claims.
• BOD’ and shareholders’ resolutions to distribute any remaining assets to the members.
• Preparation of final financial statements to a “zero” balance sheet (no assets and no liabilities).
• De-registration with the Public Registry.