During the management of former President Mauricio Macri, it was approved in Argentina the Simplified Corporations Law (SAS), a rule that, among other issues, allows you to create a signature in just 24 hours and online. This always made noise for Kirchnerism and they disagreed; for that reason, uA group of national deputies from the Frente de Todos presented a text to modify that regime and in the last few days they managed to start debating the issue in Congress.
What the ruling party asks is to impose more controls and supervision of law 27,349 Support for Venture Capital because, among many other irregularities, there are certainties about the use that was made of these companies to launder money from drug trafficking. On the other hand, the opposition in Deputies defends the current norm and with the support of several entrepreneurs, they assure that modifying the regime of Simplified Limited Companies (SAS) is “ruining a valuable tool for consumption and the economy.”
In this sense, and although there is reluctance to modify the law, the ruling party managed to hold the first meeting to discuss the issue in the General Legislation Commission of the Chamber of Deputies, a meeting that made clear the abysmal differences between the Frente de Todos and the opposition in Congress on Simplified Stock Companies.
“We propose to strengthen the regulatory framework of Simplified Stock Companies, granting them the hierarchy that arises from state control, propping up the legal certainty of partners, contractors and taxpayersand also, combating the corrupt use of legal figures that end up channeling undesired illicit ends”, says the project presented last month by the head of the block of national deputies of the FDT, Germán Martínez, the parliamentary secretary of the block Paula Penacca and the current president of the HCDN, Cecilia Moreau.
Intensive debate on Simplified Joint Stock Companies
It is not the first time that From Kirchnerism they try to modify this law, and although they have not been successful, they now hope to be able to make progress in reaching an agreement with the opposition and to be able to move forward on the issue. “We hope that they do not continue -by JxC- with a closed position regarding the fact that we are eliminating the possible creation of SAS because nothing is further away than that… to make it clear, we do not want to paralyze the creation of SAS, but to generate control conditionsas corresponds to all companies”, said Lucas Godoy, president of the General Legislation Commission of Deputies, minutes before beginning the legislative work that took place the last week of April in the annex of the lower house.
At that commission meeting, several experts on the subject spoke, including Daniel Erbetta, president of the Supreme Court of Santa Fe, given that an investigation was initiated in that province on the use of the SAS for laundering assets from drug traffickingIt was even found that the most dangerous drug gang in Argentina, Los Monos, created around 50 Simplified Stock Companies in the City of Buenos Aires in order to launder money from drug crime.
Germán Martínez (FDT) promotes a transparency regime for the SAS
In this sense, during her presentation, Erberta considered that the problem is not the instrument of the SAS, sino the lack of supervision and control. “The SAS are a very suitable and important tool for the development of entrepreneurial capital… but the need to generate a strong articulation between State control agencies must be rethought,” he said.
In turn, he suggested that in reality “there is a deeper problem that has to do with some vices of our Companies Law“, and reflected on rethinking and modifying “at some point” that law.
“Controls are sometimes necessary and inspections too,” considered the president of the Supreme Court of Santa Fe. However, warned that currently in Argentina, the SAS “are not the only legal tool that allows the channeling of money that comes from illegal activities”.
The SAS and the Los Monos gang
In that Commission in Deputies, Walter Rodríguez, head of the Federal Prosecutor’s Office No. 2 of Santa Fe, who carried out the investigation involving the Los Monos gang, also exposed, who described that the narcocriminals created SAS that lasted a maximum of four months and that They came to issue some 8,500 invoices that together amounted to more than 700 billion pesosmaking clear the serious shortcomings of the SAS Law approved by the macrismo.
Another who spoke was Ricardo Nissen, who is the head of the General Inspectorate of Justice. Nissen was also in favor of modifying the law since he considered that the SAS were born “as a society without controls”, and recalled that from 2017 to 2020 more than 20,000 SAS were registered “without any control”, and assured that almost none of these companies “had a real domicile.”
“The entrepreneur has to be supported in his initiatives, but with a certain limit. The entrepreneur is not supported by telling him that he can make a society for anything,” he said.
Ariel Cantero, one of the members of the Los Monos gang.
Along the same lines, the deputy general director of collection of the AFIP, José Bianchi, also exposed in favor of modifying the SAS law, who detailed data on the irregularities caused by the norm.
Who defends the current norm
On the other side of the counter are those who defend the current regulations. The opposition denounces the Government of want to exercise more pressure on the sector economic. Even the deputy of the Civic Coalition Maximiliano Ferraro doubted the good faith of the ruling party to modify the SAS law for the better and warned about “a new attack against small entrepreneurs.”
In this context, Manuel Tanoira was present in the commission, representing the Association of Entrepreneurs of Argentina (ASEA), who made it clear that the organization is against changing the law and denounced that they only want to generate “more bureaucracy.”
“We have a deformation in Argentina of wanting to prevent crime on literality and corseting the business ecosystem, that makes the entrepreneurs who formed SAS see themselves harmed and do not create jobs,” shot Tanoira.
“Entrepreneurs are choosing this tool, don’t ruin it. They have a great responsibility in their hands. This law kills start-ups and SMEs. It is a project that gets involved 100% with powers not delegated from the provinces to the nation”sentenced.
Finally, others who spoke out in rejection of the modification of the SAS law were Rafael Manovil, a lawyer specializing in commercial law; and José Alejandro Ramírez and Pablo Sala Mercado, lawyers specializing in corporate law.
The commission in Deputies that started the debate on the SAS
What modifications do you propose for the SAS
The project presented called Transparency regime of Simplified Stock Companies consists of 9 articles and is promoted by the deputies of the Frente de Todos. This initiative seeks to make transparent the opacity of the legal framework in which the so-called SAS are developed, which constitute a new corporate type in Argentine law.
For the ruling party, the Simplified Stock Companies contain “a low level of control and regulation of essential aspects of the corporate type, a scenario that enables the development of illegal activities”, and they ensure that “the lax and imprecise regulation that governs the SAS is has become the legal face of companies that have the purpose of laundering assets, among others, from drug trafficking”.
In this sense, the FDT legislators assured that the Transparency Regime of Simplified Stock Companies that they are proposing urges “to regulate, order and grant legal certainty to the contracting parties and the community, favoring the transparency of the corporate type under analysis”.
In its article 1, the project states that, if the law is approved, all simplified stock companies (SAS) incorporated in the Argentine Republic must, within a period of 60 calendar days from the entry into force of the regulation, submit to the Public Registry corresponding to your address:
1) Accredit the existence and veracity of the domicile and registered office (through the presentation of a notarial verification certificate, proof of services in its name, property title or rental or leasing contract of the property where the registered office and the authorization are established).
2) Submit your financial statements corresponding to the last 3 financial years ended and payable on the date of entry into force of this law.
After the 60-day term that the SAS will have if this regime is approved, “all those simplified stock companies that have not fully complied with the provisions of article 1 will be considered inactive.”
On the other hand, in its article 4 it describes that Simplified Stock Companies (SAS) must be established by entrepreneurs previously registered in a Registry by the Undersecretary for Entrepreneurial Development of the Nation, and that the registration must be requested and issued digitally and remotely.
