As an introduction to this answer and the questionnaire in general, Argentina lacks a specific regulatory framework for VC investments. In 2017 start up-friendly legislation was introduced but political swings since then have not allowed for a consolidation of such framework and macroeconomic instability and an ever-changing foreign exchange regime have also been factors that have played their part. The above notwithstanding Argentine entrepreneurs are world-class, with several unicorns recognizing Argentina as their home country.

In Argentina, the predominant legal vehicles for technology VC-Backed Start-ups are the Sociedad Anónima (SA), which is similar to the US corporation, the Sociedad de Responsabilidad Limitada (SRL), similar to the US LLCs and the most-recently created Sociedad por Acciones Simplificada (SAS), a simplified share company which regulation combines certain aspects of the SA and SRL. The SA and the SRL are the traditional corporate forms, governed by the General Companies Law No. 19,550 (the “GCL”), which enactment dates back to the 1970s, while the SAS, introduced by Law No. 27,349 in 2017, offers a streamlined incorporation process, flexibility in governance, and the possibility of a single shareholder, making it particularly attractive for early-stage ventures.

Capitalization structures in Argentine VC-Backed start-ups typically include:

• Common shares (acciones ordinarias): The standard equity instrument, conferring voting rights and economic participation.
• Preferred shares (acciones preferidas): Less common than in the U.S. but may be used to provide investors with liquidation preferences and dividend rights.
• Convertible notes: Widely used for seed and early-stage financing, allowing debt to convert into equity upon a qualifying financing or liquidity event.
• SAFEs (Simple Agreements for Future Equity): Increasingly adopted, though not expressly regulated under Argentine law; their enforceability depends on contractual terms and compliance with the GCL and the provincial implementing regulations, which vary from province to province.

While Argentine market practice is influenced by U.S. NVCA standards, there are notable differences. Given the rigidity of the legal framework preferred stock is less prevalent, and liquidation preferences are negotiated on a case-by-case basis. Convertible notes are common, but conversion mechanics must comply with local regulatory constraints. SAFEs are used, but their legal status is less standardized, and parties must ensure compliance with the GCL. To overcome these constraints it is not uncommon that VC investors require that local startups roll over their equity into a holding company in a friendlier jurisdiction (US, UK, Canada, BVI, Cayman, etc) where they can adapt their investments to NVCA standards.

The main acquisition structures in Argentina are:

1. Equity purchase: acquisition of shares or interest in the target company, most common for SA, SRL and SAS entities. This structure allows the buyer to acquire the entire business, including assets, liabilities, and contractual relationships;
2. Asset purchase: acquisition of specific assets (most notably IP-related) and liabilities, used when the buyer seeks to avoid legacy liabilities or regulatory complications.

Corporate-law considerations:

• Share transfers in S.A. and SAS require compliance with statutory procedures and, in some cases, shareholder or board approval, especially if transfer restrictions are included in the bylaws. The transfer process is simple. Transfer of SRLs units need to be registered in a public register of commerce. Any foreign investor intending to hold direct equity interests in an Argentine company must register its organizational documents and appoint a local legal representative.
• Asset purchases may trigger assignment requirements for contracts and regulatory approvals, particularly for assets subject to registration (e.g., intellectual property, real estate).

Tax-law considerations:

Taxation on the transfer of shares: net income derived from the sale, exchange or any other kind of disposition of shares or other equity participations in an Argentine company obtained by Argentine resident individuals is subject to income tax at a 15% rate, while Argentine entities obtaining such kind of gain are subject to the regular Corporate Income Tax (CIT) rate (25 to 35%). Capital gains obtained by non-Argentine residents (“Foreign Beneficiaries”) are also subject to income tax and the seller may elect between: (i) a 13.5% effective rate over the gross sale price of the shares; or (ii) a 15% rate over the so-called ‘real gain’ (sale price less the acquisition cost and any other expenses incurred in Argentina to obtain, maintain and preserve the income). Argentina, along with a number of other countries, is a party to tax treaties which impose ceilings on withholdings of certain taxable income, which may reduce the rates of the withholding tax, or impose taxation in the other country.

Taxation on the transfer of assets: any transfer of assets from an Argentine entity to a third party would trigger, basically, CIT on the net gain resulting from this transaction, plus Value Added Tax (VAT) if the assets being transferred constitute “movable assets” (excluding in principle real estate and intangible assets) and local Turnover Tax (similar to a sales tax) if the assets being transferred constitute inventory (excluding fixed assets and other capital assets). In addition, any subsequent dividends distribution from the Argentine company to Argentine resident individuals or non-Argentine residents (whether entities or individuals) is subject to a withholding at a 7% rate.

In general terms, equity purchase is more efficient from a tax perspective than an assets perspective.

Letters of intent (LOIs) and term sheets are standard in Argentine M&A practice. They are generally non-binding, except for specific provisions such as confidentiality, exclusivity, and governing law. Exclusivity clauses are common, particularly in competitive processes, and serve to protect the buyer’s investment in due diligence and negotiation.

Deposits and break-up fees are less common but may be negotiated in larger or more complex transactions, they are seldom used in transactions involving small-sized VC-Backed Start-ups.

LOIs and term sheets are governed by general contract principles under the Argentine Civil and Commercial Code, and parties should clearly delineate which provisions are intended to be binding. However, when international parties are involved, it is not uncommon to see New York or Delaware law as the governing ones.

The use of buyer equity as consideration in the acquisition of VC-Backed start-ups is less common in Argentina than in jurisdictions such as the United States, primarily due to lack of regulatory constraints and market practice.

Legal considerations:

• Issuance of buyer equity must comply with Argentine securities laws, including Law No. 26,831 (Capital Markets Law), which governs public offerings and private placements.
• Registration with the Comisión Nacional de Valores (CNV), the local equivalent of the Securities and Exchange Commission may be required, and disclosure obligations must be met.
• Private placements are possible but involve procedural complexity and limitations on the number and type of offerees.

Market practice: While buyer equity may be used in certain transactions, especially where the buyer is a listed company or a foreign acquirer, cash consideration remains the norm due to the lack of VC-specific framework and regulatory hurdles and the preference for liquidity among local sellers.

Earn-outs are increasingly common in Argentine tech M&A transactions, particularly where there is a valuation gap between buyer and seller´s expectations. Typical structures involve post-closing payments contingent on the achievement of financial or operational milestones, such as revenue targets, EBITDA thresholds, or product development goals.

Disputes over earn-out calculations and the achievement of targets are not uncommon. To mitigate this risk, parties often negotiate detailed mechanisms for dispute resolution, including arbitration clauses, independent expert determinations, and clear definitions of performance metrics; though disputes tend to be resolved without need to resort to courts or arbitration panels, mostly due to cost constraints.

Earn-out arrangements are governed by contract law under the Civil and Commercial Code, and careful drafting is essential to ensure enforceability and minimize ambiguity. However, in most cases foreign law governs these arrangements as the target tend to be holding entities with the Argentine venture entity being a subjacent asset.

Purchase price adjustments based on closing accounts—such as net working capital, cash, and debt—are the standard in Argentine M&A practice, especially in a transaction involving a VC-Backed Start-up. These mechanisms are designed to ensure that the target’s financial position at closing aligns with the parties’ expectations.

Lock-box structures are less common but are becoming increasingly usual and may be used in transactions with limited post-signing risk. In a lock-box structure, the purchase price is fixed based on a set of accounts at a pre-signing date, and the seller is restricted from extracting value from the business between signing and closing.

Adjustments are typically finalized within 60–90 days post-closing, and the share purchase agreement should specify the procedures for preparing and reviewing the closing accounts, as well as the dispute resolution process.

Employee equity is typically granted as stock options of the holding company, sometimes as phantom stock plans and following NVCA standards. In a sale transaction, there are different common approaches as in a US transaction, such as rollover of awards, cash-out, vesting acceleration, etc. There is no prevailing pattern and depends on negotiation and buyer preference.

In Argentina, stock option plans are a benefit through which employees are granted the possibility to purchase company shares at a preferential market price. To exercise this right, employees are generally required to remain employed for a certain period of time, known as the vesting period. Under this mechanism, employees do not directly receive shares, but rather the potential to obtain an economic gain derived from the difference between the preferential price and the market value at the time of exercise. The shares offered under these plans may correspond to the same company with which the employee has a direct employment relationship, or to another company belonging to the same corporate group, or to an associated or related entity, which may be interconnected or merely linked for the purposes of the plan.

Restricted Share Units (RSUs), on the other hand, consist of the direct grant of a set number of shares to the employee, who may subsequently dispose of them at their discretion once the corresponding conditions are met. It is important to note that not all stock option or RSU plans necessarily grant actual ownership or voting rights in the company; their main objective is typically to provide an economic incentive to the employee rather than granting an equity participation or management influence within the company. These mechanisms are designed primarily as retention and compensation tools aimed at attracting and retaining key talent.

With respect to the treatment of equity participation in the context of a sale or change of control, each benefit plan must be analysed individually, as these schemes are not specifically regulated under Argentine legislation but are rather contractual instruments inspired by foreign (common law) practices. The applicable policies will determine the specific consequences, which may include acceleration clauses providing that, upon a change of control, the employee becomes entitled to exercise or acquire all vested options or RSUs as of that date. This is usually because the acquiring entity cannot guarantee the continuity of such benefit, given that it does not hold ownership over the shares subject to the plan.

In any case, it is necessary to conduct a case-by-case analysis to determine the specific impact of the transaction on each employee, depending on whether they hold stock options, RSUs, or other forms of equity-based incentives.

In post-acquisition processes, it is common for managerial employees or those considered “key employees” to be offered a special compensation package aimed at encouraging their retention and collaboration during the transition period. This compensation package typically includes benefits that go beyond those provided by law, such as extraordinary bonuses (e.g., retention bonuses), medical coverage, the possibility of retaining an assigned vehicle, the granting of stock options, among others. In Argentine practice, these types of benefits and/or retention payments are often documented through a Memorandum of Understanding (MOU) or private document between the parties involved.

Union activity in Argentina is highly active and plays a significant role in shaping labor relations. In most companies, employees are covered by collective bargaining agreements negotiated by different unions according to the specific industry in which they operate.

In the specific case of technology companies backed by venture capital, union presence is less significant compared to more traditional industries; however, the matter is currently evolving. In this context, the Asociación Gremial de Computación (AGC, for its acronym in Spanish) has taken on a visible role, asserting itself as the representative body for employees within the information technology sector.

Through Resolution 1012/2023 issued by the Ministry of Labor, Employment and Social Security, AGC’s trade union status was formally recognized and adjusted, officially authorizing it to represent employees in dependent relationships within companies engaged in computing-related activities, including operations, programming, analysis, technical support, systems development, and other related functions, with jurisdiction in the City of Buenos Aires and the Province of Buenos Aires. However, this union status was challenged in court by other unions and is still pending resolution, so it remains under discussion whether AGC actually has legal union representation over these employees.

Furthermore, it is important to note that no collective bargaining agreement has yet been executed for the technology sector as a whole. The AGC currently has only one company-level agreement in place, and, as previously referred, its representational scope remains a subject of ongoing discussion and debate within the industry.

As a general rule, upon the sale of a local startup, the portion of the price that is treated as capital gain (15%) is the one that is paid for the value of the company (value of the shares). Any other compensation that is subject to the performance of a personal obligation of the sellers (founders/key people) as future employees of the company (retention holdback) is generally treated for tax purposes as an ordinary income derived from personal services (subject to a tax rate of max. 35%), rather than as a capital gain resulting from the sale of the shares of the startup. In particular, if the payments under a M&A transaction are deferred and subject to a retention provision, there is substantial risk that the Argentine tax authorities will treat that amount as an ordinary income derived from personal services. For such, it is important to clearly distinguish between payment of the purchase price of the shares and any other retention bonus paid to key employees. Nevertheless, the applicable tax treatment in each transaction should be analyzed on a case-by-case basis, since different scenarios may be presented.

Non-competes and non-solicits are frequently used for key employees and founders and typically for 1 and up to 5 years, being 5 years the maximum allowed by Argentine regulations and precedents of the antitrust authority, provided that there is fair consideration for such restrains and that the transcription entailed the transfer of know-how (for transactions that only entail the transfer of goodwill, the Antitrust Commission has only accepted a maximum duration of 2 years). There is no bright line as to what is considered fair consideration, so that should be evaluated on a case by case basis. It is more common that founders and key employees that participate in the sale that receive a high amount of the purchase price would have longer periods for non-competes/non-solicits.

Under Argentine labour law, non-competes and non-solicits are not expressly regulated; however, they are frequently used in practice, particularly with respect to managerial employees, founders, or in sectors characterized by a high degree of specialization or a monopolistic nature. Case law has established certain requirements for their validity, including a reasonable time limitation (generally not exceeding two years), a defined geographic scope specifying the area in which the employee may not provide services, and adequate financial compensation to offset the restriction imposed (a monthly payment of a sum between 40% to 60% of the employee´s last gross remuneration). Failure to comply with these conditions may result in the agreement being deemed invalid or abusive under the principles of Argentine labor law.

Typical closing conditions in Argentine tech M&A include:

• Accuracy of representations and warranties** at closing.
• No material adverse change (MAC) in the target’s business.
• Regulatory approvals (e.g., antitrust in pre closing clearance jurisdictions).
• Third-party consents (e.g., key contracts, IP licenses).
• Board and shareholder approvals.

The concept of Material Adverse Effect (MAE) is common but subject to negotiation. Argentine courts may interpret MAE clauses narrowly, and parties often define MAE as an event that affects the company more negatively as compared to competitors. MAE affecting financial or market conditions of Argentina are typically carved out.

a. Is deemed disclosure of the dataroom common?

Deemed disclosure of the data room is not commonly used in VC-backed startup transactions in Argentina, but it is increasingly common for more mature company sales, especially in competitive processes. Sellers seek to limit liability by incorporating data room contents into disclosure schedules.

Institutional investors (PE and VC funds) typically include in their investment agreements “your watch my watch” indemnification clauses.

b. Are “knowledge” qualifiers common? Is it common to make representations that are “risk shifting” (e.g., where sellers cannot completely validate the accuracy of such representations)?

Knowledge qualifiers are restrictively accepted. Definitions of “knowledge” (actual, constructive, or deemed) are negotiated, but often include actual and constructive knowledge. Materiality qualifiers are the most common type of qualifier used to limit the scope of representations and warranties.

Risk-shifting representations (where sellers cannot fully validate accuracy) are accepted in practice but often subject to qualifiers and indemnity caps.

Argentine law permits contractual freedom in representations, but courts may limit enforcement of overly broad or vague clauses under good faith principles.

The typical parameters of seller indemnification for VC-backed startup in Argentina include:

(a) Coverage: fundamental, specified, general reps, covenants, pre-closing Tax, specific indemnities such as tax, employment and foreign exchange issues.

(b) Liability limit: (i) fundamental reps, purchase price; (ii) tax, labor and foreign exchange sometimes treated as fundamental reps and sometimes a lower limit is set, depending on the results of the due diligence and the purchase price paid and may be established in a range of 10%-50% of the purchase price; and (iii) general reps, range of 20%-50% of purchase price.

(c) Survival periods: (i) fundamental reps, statute of limitations; (ii) tax and foreign exchange sometimes treated as fundamental reps or up to 5 years; (iii) employment 2 to 4 years; and (iv) general reps, 2-3 years.

Under Argentine law, in cross-border transactions parties are allowed to choose the substantive law that will govern the relationship, provided that Argentine public order is not disputed (in principle, M&A transactions are not likely to affect public order as they only affect private interests of the parties).

If Argentine law is applicable, Section 1740 of the National Civil and Commercial Code establishes the principle o full reparation of damages (restitutio in integrum), provided a direct causal link exists between the breach and the alleged loss.

Recoverable losses expressly established by Argentine law include:

• Direct loss ( “daño emergente”): patrimonial diminution.
• Lost profits (“lucro cesante”): recoverable where the expected benefit is objectively probable, not purely speculative.
• Loss of chance (“pérdida de chance”): recoverable only if the contingency is reasonable and causally linked to the breach. The burden of proving the casual link between the breach and the damages lies with the party claiming damages, unless otherwise provided by law-

Damages may be direct or indirect, current or future, provided it is “certain and subsisting” at the time of the claim. Remote or purely hypotethical harm is not compensable.

The National Civil and Commercial Code imposes an express duty to prevent and not aggravate damage, and to take reasonable measures to avoid or lessen loss (Section 1710). Failure to mitigate typically reduces recoverable amounts.

Argentine law does not recognize punitive or “multiplier” damages, nor EBITDA “damages” in commercial contracts. Outside of consumer law (Section 52 bis Consumer Defense Law 24.240), courts focus on compensatory loss; punitive awards are exceptional and confined to consumer cases. In B2B M&A, multiples are not an available measure (unless structured as a contractual penalty, which would work similar to liquidated damages and is subject to judicial review).

Parties may limit or exclude liability except where the clause: (i) affects non disposable rights, (ii) violates good faith, public policy or imperative law, (iii) is abusive, or (iv) pre releases fraud or willful misconduct (“dolo”)—such clauses are invalid. Caps/baskets are generally enforceable in negotiated M&A transactions, but no advance waiver for fraud or willful breaches, and consumer style “abusive” clauses are at risk.

RWI is not commonly used in Argentina. The very rare cases in which RWI was used the policies had substantial exclusions from coverage and the fees of insurance companies for the issuance of RWI where very high that did not justify the purchase of such insurance. However, and given what is becoming a global trend, we expect R&W insurance to become a more common feature of transactions involving Argentine ventures as their main target.

The Argentine Antitrust Law No. 27,442 (“Antitrust Law”) aims to preserve the general economic interest by prohibiting acts (agreements between competitors, economic concentrations, and practices) that may limit, restrict, distort, or hinder competition, or that may constitute an abuse of dominant position in a certain market.

Antitrust law in Argentina is structured on two fundamental pillars:

1. Merger control, which involves a prospective, post-closing analysis of the effects that a certain transaction may have on the market; and
2. The investigation and sanction of anticompetitive conduct.

With respect to thresholds for filing in merger control cases, there is a “volume of business” threshold. Pursuant to this threshold, transactions will be subject to merger control in Argentina if the combined turnover in the country of the involved companies exceeds 100 million Adjustable Units, currently equivalent to ARS 110,228,000,000. Note that the value of the Adjustable Unit is updated yearly, which in turn also updates the threshold. This merger control threshold refers to turnover in Argentina without any distinction for the industry that the involved companies are in. So, technology companies will be caught in this regime insofar as the relevant revenue figures in Argentina surpass the threshold.

Other relevant thresholds for merger control in Argentina are those related to the application of the de minimis exemption. Pursuant to Section 11.e) of the Antitrust Law, transactions will be exempted from filing if the local consideration of the transaction and the value of the target’s assets in Argentina each do not exceed 20 million Adjustable Units, currently equivalent to ARS 22,045,600,000. The exemption will not be applicable if the parties have carried out acquisitions in Argentina in the same relevant market for 20 million Adjustable Units (ARS 22,045,600,000) in the 12 months prior to closing or 60 million Adjustable Units (ARS 66,136,800,000) in the 36 months prior to closing.

Once the analysis of the transaction is completed, the Antitrust Commission will issue a decision with one of the following outcomes:

1. Clear the transaction without conditions.
2. Clear the transaction subject to conditions, imposing behavioral and/or structural remedies; or
3. Reject the transaction.

Technology companies are not currently facing heightened scrutiny from the Antitrust Commission.

Argentina does not have a general foreign direct investment (“FDI”) regime. However, certain general rules regarding foreign investments are scattered across various legal norms. The Argentine National Constitution guarantees equal treatment for foreign and domestic investors, ensuring that foreigners enjoy the same rights as Argentine nationals.

Foreign investors may invest in Argentina without the need for prior governmental approval and under the same conditions as local investors.

This principle is established in Foreign Investment Law No. 21,382, which has undergone several partial amendments and was re-enacted in a consolidated version by Decree No. 1,853/1993. The law provides definitions for key terms such as “foreign capital” and “foreign investor,” and sets out general principles for foreign investment, but does not impose specific restrictions on FDI.

Although there is no overarching FDI regime, certain sector-specific regulations may impose limitations on foreign investment and must be assessed individually. These include:

• Media (Law No. 25,750)
• Aviation (Law No. 17,285
• Arms and munitions (Law No. 12,709)
• Technology transfers (Law No. 22,426)

There is no heightened scrutiny of technology companies in Argentina under an FDI framework.

In Argentina, the acquisition of a technology company may raise material considerations under the Consumer Protection Law No. 24,240 (“CPL”) and the Civil and Commercial Code (“CCC”). These rules are of public policy and cannot be contractually waived or limited in business-to-consumer (B2C) relationships. Therefore, in a technology M&A transaction, the buyer should evaluate the target’s exposure to consumer protection risks, which remain fully enforceable regardless of any change in corporate control.

The consumer protection framework applies whenever there is a “consumer,” understood as any individual or entity acquiring a product or service for a final use, that is, not for resale or reintegration into the market. Even if the target primarily operates in a business-to-business (B2B) environment, exposure may still arise because the CPL imposes joint and several liability throughout the entire supply chain. This means that if downstream customers commercialize with end users who later allege harm, the supplier —including the target company— may still face liability. Consequently, due diligence should assess both the company’s direct consumer dealings and its role as a supplier within broader commercial networks.

Suppliers of technology-related products or digital services must ensure that their contractual terms, digital interfaces, and marketing practices comply with mandatory consumer protection rules. The suppliers must provide clear, accurate, and easily accessible information on the essential characteristics of the product or service, pricing, applicable terms, potential risks, and available redress mechanisms. Consumers also benefit from a ten-day statutory cooling-off period for online transactions, during which they may withdraw without cause or penalty and obtain a full refund.

Advertising and marketing communications form part of the binding offer under Argentine law, making compliance with transparency and non-deceptive advertising rules critical. Representations made in promotional materials, websites, or app interfaces are contractually enforceable, and discrepancies may lead to damages or administrative sanctions. The authorities actively monitor online and digital markets, and enforcement trends show significant fines imposed by the Consumer Protection Agencies, particularly against technology and platform businesses. Additionally, consumer NGOs play a prominent role in collective litigation and often benchmark their claims on enforcement precedents from jurisdictions comparable to those of international acquirers. Courts may also impose punitive damages where supplier conduct is deemed grossly negligent or indifferent to consumer rights.

In the context of technology M&A transactions, common IP issues include:

Ownership of software and other works: the Copyright Law states that any copyrightable work, including software, cannot be used without proper authorization of the copyright owner normally given by a license, or an assignment if the property is transferred. Copyrights over software developed by employees hired for that purpose belong to the employer. However, if the software was developed by third-party contractors, ownership remains with the author unless a valid and clear assignment agreement exists. In addition, copyrights over works other than software developed by employees also belong to the author. Therefore, lack of clear and documented ownership may generate legal risks, including restrictions on the commercialization or transfer of key assets.

Use of third-party software: Any third-party software must be duly licensed. Unlicensed use can expose the company to civil and criminal sanctions, including injunctions, damages claims, and potential cease-and-desist actions. Third-party software could also be core for the conduction of the business of the target entity and, therefore, proper licensing is essential.

Trademarks and branding: Technology companies often depend heavily on brand reputation. Buyers need to confirm the registration and renewal of trademarks with the Trademark Office (INPI), the existence of authorizations for the use of third-party trademarks and check for oppositions and/or disputes.

Under Argentine law, software as a standalone invention and algorithms as such are excluded from patent protection. Only technical inventions that incorporate software as part of a device or process may be patentable, provided that they meet the statutory requirements of novelty, inventive step, and industrial applicability. As a result, many technology companies rely heavily on confidential know-how and trade secrets, which are protected under Law No. 24,766 on the protection of confidential business information. These rights depend on the company having adopted reasonable measures to maintain secrecy, and the absence of such measures may weaken enforceability in the context of a transaction.

Social media and image rights: Unauthorized use of images or videos, particularly if depicting individuals, requires both the consent of the person portrayed and the photographer/filmmaker. Unauthorized profiles or misuse of brand presence in social media may also expose the company to reputational damage or takedown demands.

Hardware: In the acquisition of a technology company, it is very common to find a significant amount of hardware that is critical to the business. If such equipment is leased rather than owned, restrictions on ownership or transfer may affect the continuity of operations post-closing.

Intercompany agreements: Intra-group agreements may include IP provisions that restrict assignment or require renegotiation in the context of a transaction. Reviewing these arrangements is essential to assess whether they limit the transferability of assets or impose additional compliance obligations on the buyer.

In Argentina, the protection of personal data is governed by the Personal Data Protection Law No. 25,326 (“DPL”), its Regulatory Decree No. 1558/2001 (“Decree”), Convention 108 for the Protection of Individuals with respect to Automatic Processing of Personal Data (ratified by Law No. 27. 483), its Amending Protocol (approved by Argentine Law No. 27,699), also known as “Convention 108+”1 and by the complementary rules issued by the Agency of Access to Public Information (“DPA”) (collectively, the “Data Protection Regime”). In addition, personal data protection and privacy rules –whether expressly or implicit– are also contained in other laws at a federal level, such as Section 9, Section 53, Section 1710 and Section 1721 of the Federal Civil and Commercial Code (“CCC”), section 117 bis and section 157 bis of the Criminal Code (“CP”), Section 63 of the Law No. 20,744 Labor-Agreement (“LCT”).

In the context of the acquisition of a technology company, common issues include:

Database registration: Both the data controller and the database must be registered with the DPA. In an acquisition of assets, the transfer of databases to the buyer usually requires the seller to cancel its registrations and the buyer to re-register the assigned databases.

Legal basis for processing: Processing of personal data generally requires free, express, informed consent, unless an exception applies. This is particularly relevant in M&A transactions where the target typically processes data belonging to customers, employees, job applicants, suppliers, and other third parties. Failure to have a valid legal basis constitutes an infringement under Resolution No. 126/2024, and there may be claims for damages by data subjects based on the general principles of civil liability established in the CCC.

Duty of information: Data subjects must be informed of how their data is collected and used, through privacy notices or internal policies. Assignments of personal data in the framework of an asset transaction should also be informed. The absence of such documentation or discrepancies between the actual practices and disclosed information may be treated as an infringement under the DPL and may affect valuation or require remediation before closing.

Data processing agreements: All service providers handling data must be bound by written agreements reflecting the controller–processor relationship. Omission of these clauses may expose the company to infringements and often lead buyers to request contractual undertakings to update vendor agreements. If the transaction involves the provision of transitional services, the TSA should also consider including data processing provisions to ensure proper processing of personal data involved.

International data transfers: Transfers outside Argentina are restricted unless the destination jurisdiction is deemed adequate or personal data is protected through consent, model clauses, or Binding Corporate Rules. Use of foreign cloud providers may fall under this rule. Breaches in this area are sanctioned as infringements.

Data security: Controllers must adopt technical and organizational safeguards. Lack of adequate security or confidentiality is treated as a severe infringement under the Data Protection Regime and may also cause significant reputational damage, particularly for technology companies whose business models depend on user trust and data integrity. The lack of these measures may also expose companies to security breaches.

Sanctions and liability: Penalties range from warnings to database cancellation and fines up to ARS 100,000 (approx. USD 75), which can be multiplied up to 500 times if multiple infringements are involved (up to approx. USD 37,500). In addition, civil liability claims (including class actions) may be brought by data subjects under the Civil and Commercial Code. Companies who do not comply with the Data Protection Regime may also face reputational damages by being listed in the DPA’s offenders registry.

During a technology M&A process, compliance with the Data Protection Regime must therefore be assessed not only from a legal standpoint but also as a key operational and reputational factor. Lawful data sharing during due diligence and the target’s overall privacy governance are often central to the buyer’s risk assessment, potentially impacting valuation, negotiation of warranties, and post-closing integration.

In the context of acquiring a technology company, several labour-related contingencies may arise. To begin with, labour claims, both administrative and judicial, are among the most common issues identified in these transactions. At the administrative level, claims may be filed before the Labor Secretariat (SECLO), where a mandatory conciliation stage takes place. Once this stage is concluded, claimants are entitled to initiate judicial proceedings in accordance with the applicable labour laws of each jurisdiction. Judicial claims generally represent the most significant exposure, and it is common practice to aggregate the total amounts claimed in order to assess the company’s potential financial impact in the event of adverse rulings.

Another frequent issue relates to the misclassification of independent contractors, as mentioned in the question, which is a common contingency within the technology sector. Contractors may eventually allege that they were in fact employees, claiming the existence of a disguised employment relationship. Such claims typically lead to demands for unpaid social security contributions, full severance compensation payment, salary differences, and, in some cases, compensation for damages.

A further potential contingency involves the deficient registration of remuneration, particularly in cases where non-salary or non-registered benefits are paid on a regular basis. These may include private health coverage, company car, fuel reimbursements, meals, or other benefits that employees could claim constitute unregistered salary. Consequently, they may seek that such benefits be reflected in pay slips, be subject to social security contributions, and be included in the severance calculation base upon termination.

In addition, short-term incentive plans, such as annual bonuses, and long-term incentive plans (LTIPs), which typically apply to key managerial employees, must also be carefully considered. Depending on the company’s internal policies, long-term incentives may involve deferred compensation or equity-based benefits subject to vesting periods. Therefore, at the time of acquisition, it is essential to assess whether to accelerate the vesting and settle such LTIPs in full at closing, or to determine any alternative procedure that may be provided under the company’s internal policies.

For cross‑border deals, international commercial arbitration is broadly used. Arbitration clauses are also frequently included in corporate bylaws as intra-corporate dispute resolution mechanisms.

In Argentina, two distinct regimes are applicable to arbitration, depending on if the dispute can be described as objectively international or not:

1. International arbitration seated in Argentina is governed by Law 27,449 on International Commercial Arbitration (2018)—largely based on the UNCITRAL Model Law—.
2. Domestic arbitration is governed by arbitration provisions contained in the National Civil and Commercial Procedural Code, and provincial procedural codes.

The National Civil and Commercial Code contains certain provisions regarding arbitration which, although applicable to domestic arbitration, should also be considered for international arbitration. Arbitrability is addressed in Article 1651 of the National Civil and Commercial Code, which expressly lists the matters excluded from arbitration (e.g., family law, consumer rights issues and adhesion contracts -which is disputed by certain case law-). Likewise, among its rules of private international law, the Argentine Civil and Commercial Code contains provisions that also exclude certain types of disputes from arbitration, without affecting M&A transactions.

In principle, disputes arising out of M&A transactions are not excluded under Article 1651 of the Argentine Civil and Commercial Code, so arbitration clauses are perfectly valid and enforceable in these types of situations. However, proof of negotiation of this clause is recommended, to minimize the risk of being challenged under the argument that the arbitral agreement is consequence of an adhesion contract.

Arbitration as a method for resolving dispute arising out of M&A transactions is recommendable considering its advantages vis-à-vis judicial conflict resolution (e.g., the technical expertise of the arbitrators or experts involved, confidentiality of the proceedings, speed and cost-efficiency of the arbitration proceedings, among other).

International Chamber of Commerce (ICC) arbitration with neutral seats such as New York, London, Paris or Madrid are commonly agreed by the parties in cross-border deals. The Center for Mediation and Arbitration (CEMA) and the Center for Mediation and Arbitration of the Argentine Chamber of Commerce and Services (CEMARC) are also frequently recommended arbitral institutions, albeit more commonly used for local arbitration.

In the context of an M&A transaction related to technology companies, disputes often arise from issues related to the nature of tech assets and business models, such as IP matters, financial statements and valuation assets, breaches of the non-compete obligations, data privacy and cybersecurity (in particular, post-closing claims relating to undisclosed data breaches, non-compliance with data protection regulations), or inadequate security practices, and indemnification duties regarding pending litigation of the target company.

In principle, arbitration would be under the rules of law. However, it is also possible to agree on a technical arbitration if the dispute is of a technical matter.

1. Notarization of Share Transfers

No notarial deed is required for a SPA as a matter of validity. What makes the transfer effective/“opposable” is registration in the company’s share register once the company is notified; the law requires that transfers of nominative or book entry shares be notified and recorded.

In filings before the Public Registry, private instruments must carry authenticated signatures (e.g., notarial certification) or be executed as a public instrument; this is a filing/formality requirement, not a validity requirement for the SPA itself.

Quota transfers of an Argentine SRL must be registered with the Public Registry at the company’s seat; in the City of Buenos Aires, the Public Registry of Commerce (Inspección General de Justicia, IGJ) requires publication with specific content when filing transfers. The Registry would require authenticated signatures on private instruments tendered for registration.

2. Corporate Approvals and Minutes

Shareholders’ and board meetings approving the transaction, director resignations/appointments, and other closing steps must be documented in corporate minutes (actas).

These minutes often require notarial certification for registration with the Public Registry of Commerce.

3. Registration with Public Registry

For SAs and SRLs, changes in ownership, board composition, and certain other corporate acts may have to be registered with the Public Registry of Commerce of the relevant provincial registry.

Documents submitted must be in Spanish, with foreign documents translated by a certified translator and legalized/apostilled as needed.

4. Stamp Tax (Impuesto de Sellos)

Stamp tax may apply to certain transaction documents (e.g., share purchase agreements, loan agreements) depending on the jurisdiction. Rates and applicability vary by province and assets being transferred (average 1%).

Mitigation: In accordance with the uniform caselaw of the Argentine Supreme Court of Justice, it is a common practice to execute transaction documents (if possible) with a mail agreement format (which involves the execution of an offer by one party containing all the terms and conditions and the execution of a separate acceptance notice by the counterparty), which is a perfectly valid alternative to execute most documents and does not trigger stamp tax

5. Other Formalities

Foreign investment registration: If the buyer is a foreign entity, registration with the Central Bank or other authorities may be required for remittance of funds or repatriation of dividends.

Antitrust filings: Transactions meeting certain thresholds must be notified to the Argentine Competition Authority (CNDC).