TerraLex Guide to Foreign Direct Investment - NEW

In Argentina, Foreign Direct Investment (FDI) is primarily regulated at the national level. The main laws governing this area are:

• Foreign Investment Law No. 21,382. Establishes the principle of equal treatment between domestic and foreign investors and allows the inflow and repatriation of capital without general restrictions.

• Rural Land Law No. 26,737. Imposes limits and requires prior authorizations for the acquisition of rural land by foreign individuals or entities, including surface caps and restrictions in security zones.

• Investment Incentive Regime for Large-Scale Projects (“RIGI”) – Law No. 27,742 and Regulation 749/2024. Grants 30-year fiscal, customs, and foreign-exchange stability to large projects (whether domestic or foreign), strongly promoting FDI in strategic sectors.

• General Companies Law No. 19,550. Regulates the manner in which foreign companies may operate and invest in Argentina, requiring their registration to act as shareholders, incorporate commercial companies or branches, among other activities.

• Mining Investment Law No. 24,196. Provides tax incentives, fiscal stability, and customs benefits for mining investments, applicable to both domestic and foreign companies.

In addition, Argentina has entered into bilateral treaties with various countries that govern the treatment of investors from the contracting parties.

In Argentina, there is no single authority responsible for enforcing foreign direct investment legislation. The competent authority depends on the type of investment and the sector involved, meaning that filings or authorizations must be submitted to the specific agencies governing each regime.

Inquiries are generally handled through formal channels, as there is no informal mechanism to confirm whether a filing is required.

In Argentina, foreign investments are not subject to a general review; however, they are examined by the competent authorities when specific requirements apply depending on the type of investment. This occurs, for example, when the intervention of the Public Registry of Commerce is required for investments in local commercial companies, or when the National Registry of Rural Lands must be involved in the acquisition of rural real estate.

In Argentina, there is no general substantive test for the review of foreign investment. Assessments are limited to verifying compliance with the requirements set forth under each specific regime, such as the rules of the Public Registry of Commerce in corporate matters or the criteria established by the National Registry of Rural Lands for the acquisition of rural real estate.

Additionally, when a foreign investor seeks to access special incentive regimes—such as the RIGI or the Mining Investment Law—an additional review is carried out to confirm that the investment meets the conditions required under each framework, in order to grant the applicable tax, customs, or foreign-exchange benefits.

In Argentina, there is no general regime requiring pre- or post-closing filings on the basis of foreign direct investment. Filing obligations depend on the type of investment and the regulatory framework applicable to each case.

In corporate matters, when a foreign company intends to incorporate a local company or acquire an equity interest in an Argentine entity, it must first register with the Public Registry of Commerce pursuant to Article 123 of the General Companies Law. This registration constitutes a prerequisite or a concurrent step to the effective closing of the investment.

Similarly, if a foreign individual or legal entity acquires rural land in Argentina, the transaction must be notified to the National Registry of Rural Lands, and a clearance certificate must be obtained. This filing also operates as a pre-closing requirement for completing the acquisition.

Other regimes, such as the RIGI or the Mining Investment Law, may require specific filings either before or after closing, depending on the type of project and the benefits sought.

Yes. The applicable fees depend on the type of filing and the authority involved. For example, registering a foreign company with the Public Registry of Commerce requires the payment of registration fees, and filings with the National Registry of Rural Lands include administrative costs that must be paid at the time of submission.

The information required varies depending on the filing and the competent authority. In general, filings may include corporate or personal documentation of the investor, evidence of its legal existence, powers of attorney, identification of the ultimate beneficial owner, and, where applicable, information regarding the property or project in which the investment is made (for example, in the case of rural land acquisitions or the Investment Incentive Regime for Large-Scale Projects).

Filings must be submitted by the foreign investor directly, or through an attorney-in-fact or legal representative in Argentina. In most cases, filings must be completed in person, and the documentation must be submitted in hard-copy format.

The consequences depend on the applicable regime and the authority involved. In corporate matters, the failure to register a foreign company that intends to participate in a local company may prevent the investor from exercising corporate rights in Argentina and/or result in observations or sanctions from the Public Registry of Commerce. In the case of rural land acquisitions, failure to notify the transaction may lead to the nullity of the act or the inability to register the acquisition.

Each sector-specific regime establishes its own consequences, which may include fines, delays in registration, or the impossibility of completing the investment until the filing is duly regularized.

Only in those regimes that require prior authorization (for example, for the acquisition of rural land) are the parties required to suspend the transaction until approval is obtained. If they proceed without such approval, the transaction may not be registrable, may have no legal effect, or may be deemed invalid under the applicable regime.

In Argentina, authorities may review transactions only within the scope of the powers granted under the specific regime. For example, the National Registry of Rural Lands is empowered to verify and audit acquisitions that fall within the scope of Law No. 26,737, even if the transaction was not timely notified. Similarly, the Public Registries may review corporate agreements—such as the transfer of equity interests involving foreign investors—when their registration is requested.

The type of decisions issued by the authority depends on the applicable regime and the authority involved, but generally may include: (i) approvals, when the investment complies with the applicable requirements; (ii) observations or requests for clarification or remediation, when the documentation must be adjusted; and (iii) rejections, when the investment or transaction does not meet the legal requirements of the relevant regime.

Argentina does not have foreign investment regimes that provide for conditional approvals in the strict sense.

In practice, certain authorities—such as the Public Registry of Commerce—may request additional documentation, corrections, and/or clarifications before granting registration of a given transaction. However, the filing is not approved until all requirements have been satisfied; therefore, this does not constitute a conditional approval but rather a procedure that remains pending until fully regularized. Consequently, if the investor fails to comply with the requested requirements, registration is simply not granted.

Yes. Decisions issued by authorities involved in filings related to investments with foreign participation—such as the Public Registry of Commerce, the National Registry of Rural Lands, or sector-specific agencies—may be appealed through the administrative remedies provided under the applicable regulations and, ultimately, through judicial review pursuant to the Administrative Procedures Law. The scope and deadlines of the appeal depend on each authority and the specific regime.

In Argentina, there is no unified foreign investment procedure; the steps and timeline depend on the regulatory regime applicable to the specific type of investment.

The level of confidentiality depends on the authority and the type of filing. Submissions made before the Public Registry of Commerce (for example, the registration of foreign companies or transfers of equity interests) are public, and the Registry may disclose information from the file in response to a duly grounded request. By contrast, information submitted to administrative or sector-specific authorities—for example, under the Mining Investment Law, the RIGI, or other specific procedures—is generally treated as confidential, unless a formal access request is made in accordance with the applicable administrative regulations.

In addition to the regimes already mentioned, the following may also apply:

• Competition Law (Law No. 27,442): requires notification and approval of economic concentrations that exceed certain thresholds.

• Ultimate Beneficial Ownership regulations issued by the Financial Intelligence Unit (UIF) and the National Securities Commission (CNV): these rules require the identification of the ultimate beneficial owner in corporate transactions and capital markets operations.

• Foreign Exchange Regulations of the Central Bank of Argentina (BCRA): set the conditions for the inflow and outflow of foreign currency, the repatriation of profits, and access to the official foreign exchange market.