Argentina's New Rules for Foreign Companies (IGJ RG 4/2026): Branch vs Subsidiary in 2026

Until May 2026, the first legal step a foreign company took in Argentina was often the most discouraging one. Registering with the IGJ — the Inspección General de Justicia, the company registry for the City of Buenos Aires — meant navigating a thicket of requirements accumulated over two decades, many of them designed to police foreign capital rather than register it. That changed with General Resolution IGJ 4/2026, published in the Official Gazette on May 26, 2026 and in force since May 27 (full text: Boletín Oficial — RG IGJ 4/2026).

The reform matters because it lands exactly on the decision every foreign entrant has to make first: branch or subsidiary? Argentine law offers two doors, and until now the paperwork asymmetry distorted the choice. With RG 4/2026, both doors got cheaper and faster — so the decision can finally be made on the merits: liability, tax and governance. We track this measure, with primary sources and a verification date, on our deregulation tracker.

The two doors: Article 118 vs Article 123

Both routes live in Argentina's General Companies Law (Ley 19.550, "LGS"):

• Article 118 (third paragraph) — the branch route. A foreign company that wants to carry out its business habitually in Argentina — set up a branch (sucursal), seat of business or any permanent representation — registers itself with the IGJ and operates directly. The branch is not a separate legal entity: it is the foreign company, acting in Argentina.
• Article 123 — the subsidiary route. A foreign company that wants to incorporate or hold shares in an Argentine company (typically an SRL or SA) must first register as a foreign shareholder. The local company is a separate legal person; the parent participates in it.

In practice, most operating businesses choose the subsidiary route — but the branch route has real use cases, and the 2026 reform removed much of the friction that made it unattractive.

What IGJ RG 4/2026 actually changed

The resolution rewrites the foreign-companies chapter of the IGJ's rulebook (Annex A of RG 15/2024), replacing 14 articles and repealing 29 more — including restrictions inherited from the famously restrictive RG 7/2015 era. The official announcement is on Argentina.gob.ar. The concrete changes:

• One unified registration regime. Articles 118 and 123 now share a single set of base requirements, with add-ons only for branches. Registering under Article 118 also exempts the company from a separate Article 123 registration.
• Joint filing. The foreign parent's registration and the incorporation of its Argentine company can be filed together, in one procedure — previously two sequential registrations, each with its own timeline.
• Digital documents. Foreign corporate documents can be submitted as digitally issued, apostilled documents reproduced on paper; the consolidated bylaws certified by the home registry are accepted (no more filing every historical amendment).
• Simpler acceptance by the legal representative. Digital or electronic signature is now accepted for the local representative's acceptance of the role — the uniform notarization requirement is gone. A representative whose resignation is ignored by the head office can now get it registered after a 90-day notice.
• Lighter annual compliance. The annual reporting regime is unified at 120 calendar days from fiscal year-end, and the annual beneficial-owner affidavit at that filing was eliminated (the general beneficial-ownership obligation still applies).
• Branch capital can sit abroad. The capital assigned to a branch may now be deposited in foreign financial institutions, not only in Argentine banks.
• Positive-net-worth policing repealed. The requirement that branches prove positive net worth — with restitution deadlines and sanctions — was eliminated entirely.
• What did not change: companies from non-cooperative or high-risk (FATF) jurisdictions still face reinforced scrutiny, and beneficial-ownership and PEP declarations remain in force.

Branch vs subsidiary: the decision, compared

	Branch (Art. 118)	Subsidiary (Art. 123 + SRL/SA)
Legal personality	None of its own — it is the foreign company operating in Argentina	Separate Argentine legal entity (usually an SRL or SA)
Parent liability	Unlimited — the foreign company answers with its worldwide assets for the branch's obligations	Limited to the capital in the local company (standard corporate-veil rules)
Registration	IGJ registration of the foreign company itself, plus branch-specific add-ons (assigned capital, which may now be deposited abroad)	IGJ registration of the parent as foreign shareholder — now filable jointly with the subsidiary's incorporation
Income tax	Taxed as a permanent establishment at the same corporate rates as local companies (25%–35% progressive scale); profit remittances to the parent are subject to the same withholding as dividends (7%)	Corporate rates of 25%–35%; dividends to the foreign parent subject to 7% withholding
Accounting & reporting	Separate branch accounting; annual financial statements filed with the IGJ within 120 days of year-end	Standard Argentine company accounting and corporate books
Governance	A local legal representative (acceptance now valid with digital signature)	Local directors/managers under SRL/SA rules; the parent votes as shareholder
Typical use	Project-specific presences, regulated activities where the parent's balance sheet must stand behind local operations, cost centers	Operating businesses, hiring at scale, ring-fencing Argentine risk — the default for most entrants

Tax note: both structures are taxed in Argentina on essentially the same basis, so the tax system is rarely the tiebreaker. The structural difference that decides most cases is liability: a branch exposes the parent's entire balance sheet to Argentine claims; a subsidiary confines them. This is information, not legal or tax advice — structure with counsel.

So which one, in 2026?

Default to a subsidiary if you are building an operating business: hiring employees, invoicing locally, holding assets. The SRL remains the workhorse — see our step-by-step guide to setting up a company in Argentina for timelines and costs. With RG 4/2026's joint filing, the parent's Art. 123 registration no longer adds a separate waiting line in front of the incorporation.

Consider a branch when the parent's creditworthiness is the asset — e.g. certain regulated activities, tenders that weigh the bidder's consolidated balance sheet, or narrowly scoped project offices. The 2026 changes (capital deposited abroad, no net-worth policing, lighter annual filings) removed the reasons branches used to be operationally painful.

Large investors structuring projects above USD 200M should read this alongside the RIGI regime, which requires a dedicated local vehicle (VPU) and adds 30-year stability on top.

The fine print that still matters

• The IGJ covers Buenos Aires City (CABA) only. Companies domiciled in a province register with that province's registry (e.g. the DPPJ in Buenos Aires province), each with its own rules. CABA is the most common choice for foreign entrants, which is why this reform is the one that moves the market.
• Registration is the beginning, not the end. You still need a CUIT from ARCA (the national tax authority, formerly AFIP), a bank account, and accounting from day one.
• No transition rules. RG 4/2026 applies immediately; filings in progress are assessed case by case under the new regime.

The bigger picture: this is one measure in a broader, documented deregulation wave — the same program that made Argentina the world's largest economic-freedom gainer in 2026. We log each measure with its instrument, status and primary source on the Argentina Deregulation Tracker. Get in touch if you want the entity decision mapped to your specific case — structure, banking, accounting and hiring, with one project lead.

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