Setting up a company in Argentina: the SAS gives you almost total freedom to tailor the bylaws; the SRL gives you a closed, predictable framework backed by decades of case law to lock in control among partners. In Córdoba, with the registry’s pre-approved templates, both are now equally fast to incorporate — what decides it is how you want to distribute power.
If you are starting a business alone or with just a few partners and you want an agile, flexible structure to grow, the SAS is usually a great fit. If instead there are several of you and what matters most is controlling who joins and who leaves the company, locking in decisions through tailored clauses and relying on a legal framework tested over decades, the SRL will give you more peace of mind. Neither is “better” in the abstract: one of them fits your project, your number of partners and the level of control you want to keep. And an important clarification for Córdoba: the old idea that “an SAS is much faster to set up” no longer really holds, as you will see below.
Key point: both limit your liability to the capital you contribute, so your personal assets stay protected. And in Córdoba, speed is barely a differentiator any more: the Inspección de Personas Jurídicas (IPJ), the provincial companies registry, works with pre-approved instruments and model clauses for both the SAS and the SRL, so incorporation times are now broadly equivalent. The real decision is how far you can custom-design the rules of coexistence between partners: admission of new partners, majorities, veto rights, how a stake can be sold, and what happens the day someone wants out or passes away.
What each one is
The SRL (Sociedad de Responsabilidad Limitada) is the classic Argentine limited liability company. It is governed by the General Companies Act 19,550, in force since 1972, with thousands of rulings interpreting each of its provisions. Capital is divided into quotas, it admits up to 50 partners, and management is entrusted to one or more individuals appointed as managers.
The SAS (Sociedad por Acciones Simplificada) is the modern vehicle: it was created by the Entrepreneurial Capital Support Act 27,349 in 2017 and its selling point is speed. It can be incorporated with a single shareholder, capital is divided into shares, and the bylaws allow enormous freedom to design internal rules. Its treatment before the registries has had ups and downs depending on the period and the jurisdiction, but in the 2026 context it has regained ground as the most agile route to formalise a venture.
Incorporation, costs and timing: the Córdoba case
For years the SAS’s great advantage was speed: digital incorporation, model bylaws and registration within days, against a more laborious SRL. That gap is still real in several jurisdictions, but it is worth looking at where you will actually register. In Córdoba, the IPJ today works with pre-approved instruments and model clauses for both the SAS and the SRL, so incorporation times for the two types are now broadly equivalent.
What does that mean in practice? That if you adopt the IPJ-approved templates, either one is registered swiftly, and speed has stopped being the big deciding factor in the province. Only if you want to depart from those templates — for instance, to build in heavily tailored clauses — will the filing require more analysis and time. That is why, in Córdoba, choosing between an SAS and an SRL comes down far more to structure and control than to deadlines.
Liability of the partners
In both, the liability of partners is limited to what they subscribed and paid in. In other words: if the business takes on debt, in principle you answer with what you put into the company, not with your home or your savings. This is precisely why it pays to formalise rather than operate in your own name as a sole trader, where no such separation exists between your personal assets and the business.
Careful, though: that protection is not absolute. Where there is fraud, undercapitalisation, or the company is used as a front, courts can pierce the corporate veil and reach the partners. And in employment or tax matters, directors and managers may be personally liable if they acted with wilful misconduct or gross negligence. The legal form protects you; it does not erase the responsibilities of whoever runs the company badly.
Control among partners and special clauses: the difference that matters
This is where the choice becomes strategic. By default, the SRL is a “closed” company: the law protects the control of those already inside. Transfer of quotas to third parties can be restricted in the articles, the consent of the other partners can be required, and a right of first refusal can be agreed so that, if a partner leaves, the others buy their stake before an outsider does. That makes the SRL ideal when you want the company to stay in the hands of a defined group — a family, two friends, a couple of professionals — and to avoid an unwanted partner appearing.
The SAS, by contrast, starts from almost total freedom of configuration. You can create different classes of shares with different voting rights, establish plural votes, ancillary obligations, veto mechanisms, deadlock-resolution rules and exit clauses (such as the tag-along and drag-along rights used when an investor comes in). It is enormously flexible, but that same freedom demands drafting the bylaws with care: being a newer vehicle, there is less case law to fall back on if the bylaws were poorly built.
The practical conclusion is clear. If your priority is predictability and closed control of the partner group within a tested legal framework, the SRL plays in your favour. If your priority is designing a bespoke structure — for example, to bring in investors or to allocate power in a way that is not proportional to capital — the SAS gives you tools the SRL does not offer as broadly. In either case, the key is not only choosing the company type: it is drafting the bylaws properly and, above all, a solid shareholders’ agreement that anticipates conflicts before they exist.
| Aspect | SAS | SRL |
|---|---|---|
| Legal framework | Act 27,349 (2017), modern vehicle, less case law | Act 19,550 (1972), classic and heavily tested |
| Incorporation in Córdoba (IPJ) | Swift with approved templates | With IPJ templates, timing now on par with the SAS |
| Partners | From 1, no maximum | From 2, up to 50 partners |
| Capital divided into | Shares (classes with different rights allowed) | Quotas of equal value |
| Liability | Limited to the contribution | Limited to the contribution |
| Control among partners | Maximum design freedom (plural vote, veto, classes) | Closed control by default; pre-emption and consent |
| Entry of third parties | Configurable in the bylaws | Can be heavily restricted; protects the group |
| Best suited to | Going solo, scaling up, taking investment | Closed group, family or partners who prioritise control |
An example to make it concrete
Picture two scenarios. In the first, Lucía develops software and wants to formalise on her own, invoice clients abroad and, later on, bring in an angel investor who asks for preferred shares. The SAS fits her perfectly: she incorporates quickly, by herself, and leaves the bylaws ready to issue different classes of shares when the investment arrives. In the second, three siblings inherit their father’s workshop and want to carry on together, but worry that if one of them leaves, their share could end up with a stranger. For them the SRL is ideal: they agree that no partner may sell their quotas without first offering them to the other two, thereby locking in family control of the business.
So which one do you choose?
As a rule of thumb: SAS if you value flexibility, are starting alone or with few partners, and want a structure ready to grow or take investment. SRL if you are a defined group that prioritises closed control, predictability and a legal framework with decades of backing. In Córdoba, on top of that, do not let the “speed” myth decide for you: with the IPJ templates both filings are now swift, so choose on structure, not on timing. And one warning that applies to both: the company type is only the wrapper. What prevents 90% of corporate disputes is a well-drafted constitutive agreement and a clear shareholders’ agreement.
Frequently asked questions
Which is better for a business that is just starting out?
Generally the SAS, for its flexibility, low cost and the option of incorporating with a single shareholder. The SRL is preferable when there are several partners from the outset and they prioritise closed control of the group. In Córdoba, to be clear, registration times for the SAS and the SRL before the IPJ are now broadly on par, so speed is no longer the decisive argument.
Are my personal assets protected in an SAS too?
Yes. In both the SAS and the SRL your liability is limited, in principle, to what you contributed. Your personal assets remain separate from those of the company, except in cases of fraud or mismanagement.
Can I convert an SRL into an SAS, or the other way round?
Yes. Corporate conversion exists: you can change company type by following the statutory procedure, without dissolving the company or losing its continuity. It is worth assessing costs and tax impact beforehand.
Are the bylaws enough, or do I need a shareholders’ agreement?
The bylaws are mandatory; the shareholders’ agreement is optional but strongly advisable. That is where the fine print is agreed — a partner’s exit, deadlock resolution, non-compete — which keeps a disagreement from ending up in court.
Co-founder of Herrera & Flamenco Abogados, he advises companies, SMEs and entrepreneurs on employment matters and on the legal organisation of their activities, combining legal analysis with a practical approach to support the running and growth of each project.
About to set up your company in Argentina?
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