Legal
Shareholder Agreements in Argentina: What Foreign Investors Need to Know
How shareholder agreements work under Argentine law and what provisions are critical for foreign co-investors.
May 16, 2026
The Statutory Foundation
Argentine company law (Ley General de Sociedades, LGS) governs the internal relationships between partners in an SRL or SA. The estatuto (company charter) sets the foundational rules — profit distribution, management, capital contribution, and partner exit mechanisms. Beyond the estatuto, partners can enter into a separate shareholders' agreement (acuerdo de accionistas) that governs matters not regulated by the estatuto.
Key Provisions for Foreign Investors
For foreign investors entering a joint venture with an Argentine partner, the shareholders' agreement should address: pre-emptive rights (right of first refusal on partner's quota/share sale), drag-along and tag-along rights, deadlock resolution mechanisms, capital call procedures, dividend policy, and non-compete clauses. These provisions protect minority investors and create clear exit pathways.
Enforceability
Argentine courts enforce properly drafted shareholders' agreements. The key is ensuring the agreement is governed by Argentine law, executed before a notary or with certified signatures, and that all parties have legal capacity (poder notarial for those signing abroad). Roffo drafts shareholder agreements that are practical, enforceable and aligned with the business reality of operating in Argentina.
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