Internationalization of Argentine companies through the transfer of their registered office to the European Union, taking Spain and Germany as an example of destination countries

Abstract

This paper deals with the global mobility of Argentinean companies, specifically with the transfer of their registered office to the European Union (EU), taking Germany and Spain as examples of destination countries. The aim is to demonstrate that such a transfer is possible, although there is no detailed procedure in the analyzed laws. Applicable laws and regulations, academic opinions and decisions of administrative bodies and Courts are studied and analyzed; as far as legally admissible, analogy is used to integrate regulatory gaps. The tax aspects of the transaction from the point of view of Argentina are summarized, and more broadly the corporate aspects from the point of view of the EU and the three jurisdictions involved, as well as the requirements for registering a transaction of this nature before the Registers of Commerce from Argentina and Spain. It is concluded that it is possible to transfer the registered office of an Argentinean company to the EU, that it is possible for Spain to be the country of destination, and that it is also possible for Germany to be the final destination in the event that the company has become subject to EU law as a result of a change of its registered office to a Member State of the European Union (e.g. Spain), since Germany does not currently allow the cross-border transformation of companies from third countries.