Law 27,349 known as the “Venture Capital Support Law” (the “Law”) promises to revolutionize the daily practice of corporate law and business affairs.
In business affairs, legislation is enacted after there is a usual business practice, that is, generally the legal regimes regulate a habitual business practice. In this case –the Venture Capital Support Law – the most important introduction is a new business form, the Simplified Corporation or SAS which anticipates the business needs. The SAS has shaken us in such a way that practitioners and qualified individuals have to modernize and adapt to this new regulation.
The Venture Capital Support Law introduces several interesting concepts, such as fiscal benefits for investors in “venture capital” (see previous articles), but the most important introduction is the SAS which promises to revolutionize the business practice and may question the need or usage of the most commonly used business forms so far (i.e. the Argentine Corporation “S.A.” and the Private Limited Company “S.R.L.”).
The Simplified Corporation (SAS) – A new business form.
To begin with, this is a new business form regulated mainly by Law 27,349 “Venture Capital Support Law” and the Companies Law (Law No. 19,550).
The SAS most remarkable features include the following:
- SAS may be created by one or more natural or legal persons whose liability will be limited to the full payment of the subscribed/acquired shares.
- SAS are based on SRL rules, together with features of S.A., but it involves a new corporate structure.
- Any business entities may be converted into a SAS.
- SAS owned by one person cannot create nor participate in other one-person SAS.
- The management body does not require a majority of Argentine residents; in fact, only one resident is enough.
- Meetings may be held through digital means (video or teleconference).
- In the City of Buenos Aires, the Business Entities’ Controlling Body (“IGJ”) has only registry powers, this means that it cannot control or analyze the content of the documentation, it can only control the formalities.
- SAS may be formed either by a notarially recorded instrument or by a private instrument certified either judicially, notarially, by bank, by the applicable public registry authority, or through digital means with the digital signature (we will analyze this below).
- Minimum content of the Articles of Incorporation:
- Shareholders who are natural persons: name, age, marital status, nationality, occupation, domicile, ID number (DNI/CUIT/CUIL/CDI);
- Shareholders who are legal persons: corporate name, domicile and place of business, personal information of the directors, CUIT or CDI of the foreign entity, if applicable, and information of its registration under section 118 or 123 of the Companies Law.
- Corporate name: must include the expression “Sociedad por Acciones Simplificada” or “SAS”. Otherwise, directors or corporate representatives will be unlimitedly and jointly liable for the performed acts.
- Domicile and place of business: If the Articles of Incorporation only indicate the domicile, the address of the place of business may be indicated in the minutes evidencing the incorporation. Notices served in the registered domicile will be valid and binding.
- Purpose: may be plural but the main activities must be clearly and accurately indicated. These activities may be linked or not with each other.
- Term: must be ascertained.
- Corporate capital and shareholders’ contribution: must be expressed in national currency. The classes of shares must be indicated as well as the method of issuing shares, other characteristics of shares, and the capital increase regime, when applicable. The Articles of Incorporation must also set forth the capital subscription, the amount and the paying up of the shares, and, if any, the term for paying any owed amount, which must not exceed two (2) years as from the date on which said instrument was executed. In this regard, there is absolute freedom for establishing what is deemed necessary.
- Management, shareholders’ meeting, and auditing body, if any: The Articles of Incorporation must indicate the directors appointed, and, if any, the members of the auditing body, their term in office and the domicile where notices will be served. In all cases, a legal representative must be appointed.
- Profits: The rules to distribute profits and bear losses are applied.
- Miscellanea: The clauses necessary to establish the rights and obligations of shareholders towards each other and in relation to third parties.
- Liquidation: The clauses related to the corporate functioning, dissolution and liquidation.
- Year-end date.
- Publication: SAS must be published for one (1) day in the official gazette of its place of incorporation. The legal notice must include:
- At the time of incorporation: basic information of the abovementioned Articles of Incorporation and Bylaws.
- At the amendment of the articles of incorporation or dissolution of the SAS:
- The decision of amending the Articles of Incorporation.
- The date of the shareholders´ resolution at the shareholders’ meeting in which the amendment/dissolution was adopted.
- Registration: The registration must be made within 24 hours as from the working day following the filing of the relevant documentation, provided that the petitioner uses the sample of Articles of Incorporation and Bylaws approved by IGJ.
- Restrictions: In order to incorporate and maintain the structure of SAS, the SAS must not fall within any of the cases set forth in section 299 of the Companies Law, nor have any affiliates owning 30% of its capital that fall within any of the cases provided for in said section (except when the corporate capital is AR$10,000,00), this means that the SAS must not: (i)be subject to the public offering regime, (ii)be a state majority owned company, (iii)perform capitalization or transactions that require publicly traded securities, (iv) render public services. In the event the SAS is included in any of these cases, it must be transformed into any of the corporate structures set forth in the Companies Law in no more than six (6) months as from the occurrence of the circumstance. During this period, and until the filing with the Registry, the shareholders will be unlimitedly, jointly and subsidiarily liable to third parties, notwithstanding any other liability incurred.
- However, the SAS will never be considered an entity that falls within section 299 of the Companies Law, even when the corporate capital exceeds the statutory amount (currently AR$10,000,000).
First filing of the Articles and Bylaws and subsequent filings.
In the City of Buenos Aires, the Business Entities’ Controlling Body (“IGJ”) is the entity in charge of the incorporation of the SAS. The filing will be made through a Management System of Digital Documentation (“GDE”) and the system of Remote Proceedings (“TAD”).
Please find attached a sample of the SAS Articles of Incorporation and Bylaws set forth by IGJ.
The number of the filing proceeding will be the CUIT (Single Taxpayer Code) of the SAS.
Corporate capital: shares.
The capital will be divided into shares. At the incorporation, capital must not be less than two (2) adjustable minimum living wages (currently, AR$17,720).
The subscription and paying up of the shares must be made in accordance with the conditions, proportions and terms set forth in the Articles of Incorporation. At least 25% of the contributions in cash must be paid at the time of the subscription. The outstanding amount must be paid up in no more than two (2) years. Contributions in kind must be fully paid at the time of the subscription.
Contributions may be in cash or in kind. Contributions in kind may be made at the value unanimously agreed on by the shareholders in each case. They must indicate on the Articles of Incorporation the chosen method of assessment, or otherwise, the market value. In case of corporate insolvency or liquidations proceedings, the creditors may challenge the assessment within five (5) years as from the day of the contribution. The challenge will not succeed if the assessment was made by the court. The financial statements must include a statement indicating the assessment mechanism for the contributions in kind.
Ancillary services may be rendered, either by shareholders, directors or third party providers. These services may consist in services already rendered or to be rendered in the future, and their contribution amount may be determined by the shareholders in the Articles of Incorporation or by the unanimous decision of the shareholders, otherwise the contribution value will be determined by one or more experts unanimously appointed by the shareholders. The Articles of Incorporation must include the assessment mechanism used.
The service contribution must be described in the Articles of Incorporation and/or subsequent amendments, and must indicate its content, term, method, compensation, penalties for violations and the alternative mechanism for paying up when the contribution renders impossible for any event. These contributions may only be amended as agreed, or otherwise, with the consent of the obligor and the shareholders.
If the service contribution is pending either in whole or in part, the transfer of shares held by the shareholder who promised the service contribution will require the unanimous consent of the shareholders, in which case an alternative mechanism for paying up must be established.
Shareholders guarantee third parties the paying up of the contributions jointly and unlimitedly.
When the capital is increased, shareholders may decide at the shareholders’ meeting the characteristics of the shares to be issued, indicating their class and rights.
The shares may be issued at face value or at a premium, in which case different premium values may be set for shares issued upon the same capital increase. For this purpose, shares of different classes must be issued, which may hold equal dividend and voting rights with different premiums.
When the capital increase does not exceed 50% of the registered corporate capital, the articles of incorporation may provide for a capital increase without serving any notice or registration of the shareholders’ meeting resolution.
Irrevocable capital contributions.
Contributions may be irrevocable subject to a subsequent issuance of shares for 24 months as from the date on which the contributions are accepted by the SAS management body, which must decide whether to accept them or reject them within 15 days as from the payment in whole or in part of the contribution amount. The conditions and requirements for payment of these contributions must be set forth in the relevant rules.
Classes of shares.
The SAS may issue non-endorsable registered shares of common or preferred stock, and their face value must be indicated as well as the dividend and voting rights held within each class.
Book-entry shares may also be issued.
The different classes of shares may have the same voting and dividend rights, regardless of any differences in their purchase price. The Articles of Incorporation must indicate the voting rights held by each class of share, as well as if they carry one or more votes, if applicable.
In the event the share certificates are not issued, the share ownership will be proved by means of the SAS record certificates included in the book of shares. In addition, the SAS must issue account balance statements.
Transfer of shares.
The trading mechanism or transfer of shares must be set forth in the Articles of Incorporation, which may establish that any transfer of shares or of any class of them will be subject to prior authorization of the shareholders at the shareholders’ meeting. In the event the Articles of Incorporation do not include this provision, notice of the transfer of shares must be served to the SAS and recorded in the book of shares to be effective against third parties.
The Articles of Incorporation may prohibit the transfer of shares or a class of shares, provided that the term of the prohibition does not exceed ten (10) years as from the date the shares were issued. This term may be extended for additional periods not exceeding ten (10) years, provided that this decision is adopted by the shareholders representing all of the SAS capital.
The restrictions or prohibitions imposed on the shares must be registered in the Book of Shares. If the shares are certificated, the restrictions/prohibitions must be also registered in the applicable certificates of shares. If the shares are book entry, the restrictions must be registered in the documents issued.
The transfer of shares will be void if it does not comply with the provisions of the Articles of Incorporation.
Governing and management body.
Freedom of formalities:
Shareholders may determine the corporate structure and the rules governing the operation of the corporate bodies.
When the corporation has only one shareholder, he may exercise the powers conferred by law to the corporate bodies, so long as they are compatible, including the powers of the legal representative.
Managers who must participate in the management meeting may hold self-convened meetings to deliberate without prior notice. The same rule applies for shareholders´ meetings.
Decisions adopted at the directors´ meeting will be valid if all directors attend the meeting and the order of business is approved by the majority vote as set forth in the Articles of Incorporation.
Decisions adopted at the shareholders´ meeting will be valid if all shareholders representing 100% of the capital attend the meeting and the order of business is unanimously approved.
The management of SAS will be performed by one or more natural persons, shareholders or not, appointed for a fix or indefinite term in the Articles of Incorporation or at a subsequent stage.
In the event there is no auditing body, at least one alternate manager must be appointed. The appointments and dismissals of managers must be registered in the Public Registry of Commerce (IGJ).
If the management body is composed of more than one member, the Articles of Incorporation may establish the powers of each manager or provide that these powers be jointly performed. Moreover, at least one manager must be domiciled in Argentina.
Foreign managers must have an Identification Code (“CDI”) and appoint a representative in Argentina. Furthermore, they must establish a domicile in Argentina where notices will be served.
Meetings of the management body.
Notice of the meetings of the management body as well as the order of the day may be served by digital means. Receipt must be required.
Meetings may be held at the place of business or at any other place, using the means necessary for members to communicate with each other simultaneously.
The minutes must be signed by the manager or legal representative. The certificates of agreement to use the digital means must be kept.
The legal representation of the SAS may also be in charge of one or more natural persons, shareholders or not, appointed in accordance with the provisions of the Articles of Incorporation.
Absent a provision in the Articles of Incorporation, the appointment must be made by shareholders at the shareholders’ meeting or otherwise by the sole shareholder.
The legal representative may perform all acts and execute all agreements that fall within the scope of the corporate purpose or that are directly or indirectly related to it.
The liability of directors of a Corporation under the Companies Law will be applicable to SAS managers.
In addition, individuals who are not managers or legal representatives of a SAS, or legal persons who participate in a corporate management activity, will be liable the same way directors do, and their liability will be extended to the acts in which they have not intervene but which they habitually performed.
The shareholders’ meeting is the SAS executive body.
The Articles of Incorporation may provide that the shareholders’ meetings be held at the place of business or at any other place, using the means necessary for shareholders to communicate with each other simultaneously. The minutes of the meeting must be signed by the manager or legal representative, and the certificates evidencing the means used to communicate must be kept.
Notwithstanding this, decisions adopted by shareholders, notified to the management body by any reliable means, within ten (10) days of giving them notice of simultaneous request will be deemed valid. Decisions resulting from a written statement in which all shareholders express their vote will also be deemed valid.
When SAS have only one shareholder, decisions will be adopted by said shareholder. The shareholder must include the decision in minutes kept in the corporate books.
Call for meetings.
Notices and call for meetings to shareholders must be served in the domicile indicated in the Articles of Incorporation, unless change in domicile has been noticed to the management body.
The Articles of Incorporation may establish a controlling and auditing body, which will be governed by the provisions of the Articles of Incorporation and, additionally, by the Companies Law.
In the event there is a dispute concerning the operation of the SAS and the development of its business, the shareholders, managers, and the members of the auditing body, if any, will try to solve the dispute amicably. The Articles of Incorporation may establish that the disputes may be solved by arbitrators.
SAS must have financial statements which include the statement of financial position and the income statement which must be included in the inventory and balance sheet book.
In this case, the Argentine Tax Authorities (AFIP) will determine the content and formalities of the filing of the financial statements through applications or digital systems of simplified information.
SAS must keep the following books:
- Minutes book;
- Book of shares;
- Inventory and balance sheet book.
All records must be identified and filed by digital means with IGJ.
IGJ may regulate and implement mechanisms to allow SAS to replace the abovementioned books with digital means and/or by the creation of a webpage where the information of said records is uploaded.
Digital power of attorney.
The Bylaws of the SAS, the amendments and the powers of attorneys and revocations granted by the representatives may be made by a digital notarial record. Even if the power was granted in printed format, its first copy must be made digitally with the digital signature of the authorized person. In these cases, the filing of these documents with IGJ must be exclusively made in digital format.
Financial entities must provide for the mechanisms to authorize SAS to open an account in a maximum period to be determined by law. The SAS is only required to file the Articles of Incorporation and a certificate of the Single Tax Identification Code (CUIT). Financial entities do not have to grant loans to the SAS owner of an account.
The SAS registered at IGJ is entitled to obtain its Single Tax Identification Code (CUIT) within 24 hours after filing the documentation on AFIP webpage or at any of AFIP offices. The SAS is not required to file evidence of its domicile when the proceedings were initiated, but they have to do so within 12 months as from the incorporation.
SAS shareholders who are not Argentine residents may obtain their Identification Code (CDI) within 24 hours after the documentation was filed on AFIP webpage or at any of AFIP offices.
Convertion into SAS.
Business entities incorporated in accordance with the Companies Law may adopt the SAS form.
Sample of Articles of Incorporation and Bylaws of a SAS.
Articles of Incorporation and Bylaws of “[corporate name] S.A.S”.
These Articles of Incorporation and Bylaws are entered into in the Autonomous City of Buenos Aires, Argentina, on [date of Articles of Incorporation], between:
- [Full name of the shareholder], [type of identification document and its number], [CUIT/CUIL/CDI], [nationality], born on [birth date], [occupation], [marital status], domiciled at [full address], represented by [full name of attorney-in-fact], [type of identification document and its number] [CUIT/CUIL/CDI], and
- [Name of the legal person], place of business [ full address], who declares under oath that it is not comprised in the cases provided for in Section 299 of the Companies Law (Law No. 19550), represented by [Full name of its legal representative(s)], [Type of tax identification and ,its number], [CUIT/CUIL/CDI], registered with the Public Registry of Commerce (IGJ) under number [number of registration]on [date of registration],
who decide to incorporate a Simplified Corporation [sole shareholder], pursuant to the following clauses:
SECTION ONE. Corporate name and domicile. The name of the corporation is “[name]” and the principal place of business is located in the Autonomous City of Buenos Aires. The Corporation may have any other offices or branches either within or without Argentina.
SECTION TWO. Term. The term of existence of the corporation is 99 years as from the date of the incorporation. This term may be extended by shareholders’ resolution.
SECTION THREE. Purpose. The corporation is organized for the purpose of creating, producing, exchanging, manufacturing, transforming, trading, intervening, representing, importing and exporting, either alone, through third parties or in cooperation with others, within or without Argentina, tangible assets including natural resources, or intangible assets, and rendering services directly or indirectly related to the following activities: (a)agriculture, poultry, livestock, fishing, farming and winemaking; (b)communications, shows, editorial and graphic activities in any format; (c)cultural and educational activities; (d) development of technologies, investigation and innovation, and software; (e)gastronomic, hotel and tourist activities; (f)real estate and constructions; (g)investment, financing and trusts; (h)oil, gas, forest, mining and energy activities in all kinds; (i)health; and (j) transport. The corporation has full powers to carry out all lawful activities and acquire rights and undertake obligations either within or without Argentina. For conducting the activities described in its purpose, the corporation may make investments and capital contributions to legal or natural persons, act as trustee and enter into cooperation agreements; purchase, sell and/or trade all kinds of securities; grant or obtain loans and carry out all kinds of financial transactions, excluding the operations falling within the scope of the Financial Entities Law and any other transaction requiring a competitive process and/or public funds.
SECTION FOUR. Capital. The corporate capital is $ [pesos in numbers] (*) and it is divided into book-entry shares of common stock, $1 per value per share. Each share shall entitle its holder to one vote. Capital may be increased upon resolution of the shareholders pursuant to section 44 of Law No. 27,349. Book-entry shares related to future capital increases may be common or preferred, according to the resolution at the shareholders’ meeting. Preferred shares may hold the right to fixed dividend payment which may be cumulative or not, in accordance with conditions of issuance. These shares may hold the right to an additional dividend on realized net profits, and may grant the shareholder a priority on the reimbursement of his contribution upon the corporate liquidation. Common shares shall entitle the holders to one to five votes per share. Preferred shares may hold voting rights or not, except for the matters indicated in section 214, fourth paragraph of the Companies Law (Law No. 19,550), notwithstanding the right to attend and speak at the shareholders’ meeting.
SECTION FIVE. Default in the payment of the subscribed contribution. The payment of the subscribed contribution shall be in default upon the date of expiration. The corporation may choose any of the alternatives set forth in section 193 of the Companies Law (Law No. 19,550).
SECTION SIX. Transfer of shares: The shares may be freely transferred. Notice of the transfer shall be served to the corporation.
SECTION SEVEN. Management body: The business and affairs of the corporation shall be managed by one or more human persons, shareholders or not, with the number to be designated from time to time, and shall not be less than 1 (one) nor more than five (5). The management body shall be in charge of the representation of the corporation. When the management body is composed by more than one person, the managers shall be in charge of the management and representation indistinctly. The managers’ term of office is indefinite. When the corporation has no auditing body, an alternate manager shall be appointed. When the corporation has only one shareholder, he may exercise all the powers conferred by law to the corporate bodies, so long as they are compatible, including management and legal representation. When the management body is composed by more than one manager, notice of the meeting of the management body and the information of the order of business shall be served by reliable means or by digital means, in which case, receipt must be ensured. The meetings shall be held at the place of business or at any other place, using the means necessary for members to communicate with each other simultaneously. The minutes of the meeting shall be drawn up in accordance with section 51, paragraph 3, Law No. 27,349. The resolutions shall be adopted by the vote of the majority. Managers may hold self-convened meetings to deliberate without prior notice, in which case, adopted resolutions shall be valid if all the managers were present and the order of business was approved by the majority vote. All resolutions shall be registered in the Minutes Book. The corporation shall be liable for the lawful acts performed by the person in charge of the corporate representation within the corporate purpose.
SECTION EIGHT. Governing body: The shareholders’ meeting shall be held when required by any manager. Notice of the meeting shall be made by reliable means and also by digital means, in which case receipt shall be ensured. Meetings may be held in the place of business or at any other place, using the means necessary for shareholders to communicate with each other simultaneously, subject to the requirements set forth in the second paragraph of Section 53, Law No. 27,349. Resolutions concerning the amendment of the Articles of Incorporation or the dissolution of the corporation shall be adopted by the vote of the majority of the stock of the corporation. Other resolutions, such as the appointment or removal of managers, shall be adopted by the majority vote of the shareholders present. In no event the vote of another shareholder shall be required when one shareholder represents the majority vote to adopt resolutions. Notwithstanding this, resolutions adopted by shareholders shall be valid upon notice to the management body by any means within ten (10) days after the simultaneous consult by a reliable means, as well as written resolutions in which all shareholders expressed their vote. When the corporation has only one shareholder, resolutions shall be adopted by this shareholder. All resolutions shall be recorded in the Minutes Book. Shareholders may hold self-convened meetings, and their resolutions shall be valid if all members representing the total amount of the capital are present and the order of business is approved unanimously.
SECTION NINE. Auditing body. The corporation lacks an auditing body.
SECTION TEN. Business year-end. The business year of the corporation ends on [closing date] of each year, on which financial statements shall be made in accordance with the accounting legislation in force. The management body shall put the financial statements at the shareholders’ disposal at least fifteen (15) days before the shareholders’ meeting is held.
SECTION ELEVEN. Profits, reserves and distribution: Net realized profits shall be distributed as follows: (a) five percent (5%) shall be allocated to the legal reserve, until they reach twenty percent (20%) of the corporate capital; (b) the amount established for managers and auditors, when applicable; (c) the payment of dividends on preferred shares, when applicable; and (d) the remaining amount shall be distributed among the shareholders in proportion to their capital share and considering the rights of preferred shares.
SECTION TWELVE. Dissolution and liquidation: Following the dissolution of the corporation, the liquidation shall be made by the managers in accordance with Section 7 hereof. Once debts are cancelled and capital is reimbursed considering the rights of preferred shares, the remaining amount, if any, shall be distributed among the shareholders in proportion to their share capital.
SECTION THIRTEEN. Dispute resolution: Any dispute arising between the corporation, shareholders, managers, and the members of the auditing body, if any, shall be subject to the commercial courts in and for the Autonomous City of Buenos Aires.
- TRANSITIONAL PROVISIONS: The parties hereto agree the following:
- DOMICILE. The Corporation is domiciled at [street and number], [floor], [office], Autonomous City of Buenos Aires.
- CORPORATE CAPITAL: The shareholders agree to subscribe 100% of the corporate capital as follows: (a) [full name of shareholder 1], subscribes [amount of shares], book-entry shares of common stock, one peso per value per share, with one voting right per share. (b) [full name of shareholder 2], subscribes [amount of shares], book-entry shares of common stock, one peso per value per share, with one voting right per share. (c) [corporate name, corporate structure], subscribes [amount of shares], book-entry shares of common stock, one peso per value per share, with one voting right per share. The corporate capital shall be composed of 25% cash, as evidenced by [ receipt of the expenses incurred for the incorporation of the corporation/deposit certificate of Banco de la Nación Argentina/notarial act], the pending capital amount shall be paid in a 2-year term, as from the date of incorporation.
- APPOINTMENT OF THE MEMBERS OF THE MANAGEMENT BODY. AFFIDAVIT RELATED TO THE CONDITION OF POLITICALLY EXPOSED PERSON. The following persons are hereby appointed as (regular manager/s): [full name of the regular manager], [type of identity document], No. [number of the identity document], [number of CUIT/CUIL/CDI of manager], [nationality], born on [date], domiciled at [street, number, floor, office, city, province], who hereby accepts the position and establishes special domicile at the corporate place of business, and declares that he [IS/IS NOT] a Politically Exposed Person, pursuant to the Rules of the Financial Information Unit, [subsection] of FIU Resolution No. 11/11. (alternate manager): [full name of the alternate manager], [type of identity document], No. [number of the identity document], [number of CUIT/CUIL/CDI of the manager], [nationality], born on [date], domiciled at [street, number, floor, office, city, province], hereby accepts the position and establishes special domicile at the corporate place of business, and declares that he [IS/IS NOT] a Politically Exposed Person, pursuant to the Rules of the Financial Information Unit, [subsection] of FIU Resolution No. 11/11. The legal representation of the corporation shall be exercised by the appointed manager(s).
- FINAL BENEFICIARY AFFIDAVIT. Pursuant to the rules in force related to the anti-money laundering and combating the financing of terrorism, [full name of the final beneficiary], [type of identity document], No. [number of identity document], [type of tax identity document], [number of tax identity code], [nationality], [complete domicile of the final beneficiary], hereby declares that he is the final beneficiary of the legal entity in a [percentage]. I,[full name of manager I], in my capacity as legal representative, hereby declare that there is no individual who is the final beneficiary, pursuant to section 510, subsection 6 of General Resolution No. 7/2017 of the Business Entities’ Controlling Body [Inspección General de Justicia].
- SPECIAL POWER OF ATTORNEY. A special power of attorney is hereby granted to [full name of authorized person 1], [type of identity document], [No. of identity document], and/or [full name of the authorized person 2], [type of identity document], [No. of identity document], to perform either jointly or separately, all acts necessary for the filing of the corporation with the Public Registry of Commerce. For this purpose, the abovementioned persons have the power to accept or discuss amendments to the Articles of Incorporation and Bylaws, including the corporate name, grant additional private and/or public instruments and individualize the digital records of the corporation before the Public Registry. In addition, they have the power to perform all acts before financial entities, the Argentine tax authorities (A.F.I.P.), DGI Tax Agency, the tax authorities in and for the Autonomous City of Buenos Aires (A.G.I.P.), Revenues Departments and Customs Department and/or any other public or private body. They are also authorized to request the publishing of legal notice in the official gazette. (*) In the event the corporation has the statutory minimum capital, said amount must be indicated in Argentine pesos which must be equivalent to two adjustable minimum living wages current at the date of the incorporation of the SAS (section 40, Law 27349). Otherwise, the corporate capital must be indicated as agreed by the shareholders.