Capital Companies and Tax Regulations in Argentina

Posted on Sep 17, 2024 in Law & Jurisprudence

UNIT 10

CAPITAL COMPANIES SUBJECT TO OTHER FEES INCLUDED

Article 69 – The corporations, for taxable net income, are subject to the following rates: 15 of 44 26/09/2010 21:24

a) The thirty-five percent (35%):

Corporations and partnerships limited by shares, corresponding to the limited partners, established in the country.
Limited liability companies, limited partnerships, and simply share the general partners of limited partnerships by shares, in all cases in the case of companies incorporated in the country.
Civil associations and foundations established in the country as not appropriate for this law other tax treatment.
Mixed economy companies, the share of the profits are not exempt from tax.
The bodies and entities referred to in Article 1 of Law 22,016, not included in the preceding paragraphs, as no other tax treatment applicable under what is published by Article 6 of the Act.
Trusts created in the country under the provisions of Law No. 24,441, except those in which the settlor has the quality of beneficiary. The exemption provided in this paragraph shall not apply in cases of financial trust or the settlor-beneficiary is an individual under Title V.
Common investment funds established in the country, not included in the first paragraph of Article 1 of Law 24,083 and its amendments.

The subjects mentioned in the preceding paragraphs are included in this subsection from the date of the foundation charter or the conclusion of the contract concerned, as appropriate. For the purposes of the provisions of paragraphs 6 and 7 of this subsection, the natural or legal persons who bear the quality of trust and company managers mutual funds, respectively, fall in subsection e), Article 16 of Act 11,683, revised text in 1978, as amended.

b) The thirty-five percent (35%), commercial establishments, industrial, agricultural, mining, or any other type, organized as a stable company in associations, societies, or companies, whatever their nature, consisting abroad or persons resident abroad. Do not fall within this subsection of companies incorporated in the country, without prejudice to the provisions of Article 14, its similar and consistent. (Article replaced by Law No. 25,063, Title III, art.4, subsection o). – Effective: Since its publication in the Official Gazette and shall take effect for fiscal years ending after the entry into force of this Act or, where appropriate, fiscal year to that date.)

Art … – When the subjects covered in paragraphs 1,2,3,6 and 7 of paragraph a) of article 69, as well as those listed in subsection b) of that Article, make payments of dividends and, where appropriate, distributed profits, in cash or in kind, in excess earnings determined based on the application of general rules of this law, accumulated at the end of the year immediately preceding the date of such payment or distribution, you must retain as payment only and final thirty-five percent (35%) of the said surplus. For the purposes of paragraph above, the gain to be considered in each year is that resulting from subtracting the gain is calculated based on the application of general rules of this law, the tax paid by the fiscal periods or source of profit that is distributed or the proportional correspondiente and add dividends or profits from other non-capital companies tion counted in determining the gain on the tax or the same periods. If a dividend or profit in kind, the income of each individual retention will be made by the person making the distribution or the paying agent, without prejudice to its right to demand reimbursement from the beneficiaries and defer delivery of the goods until the scheme becomes effective. The provisions of this Article shall not apply to financial trusts whose certificates of participation are placed by public offering, in the cases and conditions in this regard established regulations. (Article added after Art. 69 of Law No. 25,063, Title III, art.4, subsection p). – Effective: Since its publication in the Official Gazette and shall take effect for fiscal years ending after the entry into force of this Act or, where appropriate, fiscal year to that date.)

PRIVATE SECURITIES INCOME – DEDUCTIONS

Section 70 – The unpaid balance at ninety (90) calendar days of the provision of dividends, interest, rents, or other income, for private securities have not been submitted for conversion to non-registered securities endorsable or book entry shares, shall retain, as a single payment and final rates indicated below:

a) The TEN PERCENT (10%) on unpaid balances made available originating from occurring during the first TWELVE (12) months immediately following the deadline set by the executive for the conversion of the Private Securities bearer or nominative shares endorsable and scriturales.

b) Twenty percent (20%) on unpaid balances made available originating from occurring during the second twelve (12) months immediately following the date referred to in paragraph a).

c) The THIRTY-FIVE PERCENT (35%) on balances made available originating from occurring after the end of the period mentioned in subsection b). (Rate established by Law No. 25,063, Title III, art.4, subsection q). – Effectiveness: Effective 31/12/98.)

If it was payment in kind, including bonus shares, the income deductions listed will be made by the company or the paying agent, without prejudice to its right to require repaid by the beneficiaries thereof and to defer the delivery of the goods until the reinstatement is made, continue to apply, where applicable, the provisions of the following article and in the latter part of this article. 16 of 44 26/09/2010 21:24 The deductions referred to in this article do not have the character of single and final payment, except with regard to dividends, when it comes to beneficiaries who are taxpayers covered by Title VI.

Article 71 – When in violation of Article 7 of the Act, Shares of a nominative of the Private Securities are attributable to payments made concepts that involve the exercise of economic rights inherent in private securities have not been subject to the established by conversion of the law, shall withhold payment basis only and final, THIRTY-FIVE PERCENT (35%) of the gross amount of such payments. (Rate established by Law No. 25,063, Title III, art.4, subsection q). – Effectiveness: Effective 31/12/98.) Also, who made the overpayment must enter the amount obtained by applying the balance remaining, the rate established for undocumented outputs provided for in Article 37 of this present law.

Article 72 – When the provision of dividends or the distribution of profits, in kind, causes a difference between the current value in place at that time and cost tax on all goods delivered under these conditions, it is considered result reached by this tax be included in the entity’s tax balance for the year in which the provision or distribution takes place.

Article 73 – Any provision of money or property made to third parties by those included in Article 49, paragraph a), and that does not respond to transactions in the interest of the company, will assume, without regard to fault Conversely, a taxable gain equal to interest compounded annually not less than that fixed by the BANK OF ARGENTINA to trade or upgrade discounts equal to the change in the rate of wholesale prices, general level, with more interest EIGHT PERCENT (8%) per annum, the amount is greater. The foregoing provisions shall not apply to deliveries made to its members companies falling under paragraph 2. part a) of Article 69. Nor shall apply as appropriate treatment under the third and fourth paragraphs of Article 14.

CORPORATE REORGANIZATION

Article 77 – When companies reorganize, goodwill and general business and/or exploitation of any nature in the terms of this article, the results that may arise as a result of the reorganization will not be hit by this tax law provided that the entity or entities continuers continue for a period not less than two (2) years from the date of the reorganization, the activity of the company or companies restructured or another linked with them. In such cases, the rights and tax obligations set out in the following article, for individuals who are reorganizing, will be transferred to entities or successors. 17 of 44 26/09/2010 21:24 The change in activity before the expiry of the period mentioned conditions precedent shall have effect. The reorganization must be reported to the Internal Revenue under the terms and conditions established by it. If not complied with the requirements established by this Act or its implementing decree for the reorganization has provided for tax purposes, shall be produced or rectified respective affidavits applying the laws that would have accrued if the operation had been performed outside this entered the tax regime and more the update established by Law No. 11,683, subject to interest and other accessories to match. When the type of rearrangement does not occur or complete transfer of the reorganized company, except in the case of division, transfer of rights and tax obligations shall be subject to prior approval from the Internal Revenue Service.

Reorganization means:

a) The merger of existing companies through third to form or by absorption of one of them.

b) The split or division of a company in one or more to continue operations together first.

c) Sales and transfers from one entity to another, despite being legally independent, they constitute a single economic unit. In the case of other sales and transfers, will not transfer the rights and tax obligations set out in the following article, and when the transfer price is higher than the current assigned in place of the respective assets, the value considering the price would be set square, should be dispensed to over his treatment of this law to the key item. For the reorganization to be tax purposes under this Article, or holders or predecessor companies must maintain for a period not less than two (2) years from the date of the reorganization, an amount not less participation that should have at that time in the capital of the company or companies continued, according to which, in each case, set the rules.(Paragraph incorporated by Law No. 25,063, Title III, art.4, subsection g). – Effective: Since its publication in the Official Gazette and shall take effect for fiscal years ending after the entry into force of this Act or, where appropriate, fiscal year to that date.)

The requirement under preceding paragraph shall not apply where the company or companies listed their shares continuers self-regulated stock market, and must maintain that rate for a period not less than two (2) years from the date of the reorganization. (Paragraph incorporated by Law No. 25,063, Title III, art.4, subsection g). – Effective: Since its publication in the Official Gazette and shall take effect for fiscal years cie terrain after the enactment of this Act or, where appropriate, fiscal year to that date.)

Notwithstanding in the preceding paragraphs, the accumulated tax losses are not prescribed and the pending use tax exemptions, originating in the placement special promotional schemes, referred to, respectively, paragraphs 1) and 5) of Article 78 shall only be transferable to the company or companies continuing when the owners of the predecessor companies or proof of having maintained for a period not less than two (2) years preceding the date of the reorganization or, where appropriate, since its creation if the phenomenon’ll cover a shorter period, at least eighty percent (80%) of their participation in the capital of these companies, except when the latter listed its shares on self-regulated stock markets. (Paragraph incorporated by Law No. 25,063, Title III, art.4, subsection g). – Effective: Since its publication in the Official Gazette and shall take effect for fiscal years ending after the entry into force of this Act or, where appropriate, fiscal year to that date.)

Limitations to the preceding paragraphs shall not apply in the case of reorganizations made in the context of a bankruptcy proceeding and/or authorizing the reorganization of the Federal Public Revenue Administration as a way to ensure continuity of business operation. (Paragraph incorporated by Law No. 25,063, Title III, art.4, subsection g). – Effective: Since its publication in the Official Gazette and shall take effect for fiscal years ending after the entry into force of this Act or, where appropriate, fiscal year to that date. Note: Paragraph observed by Executive Decree No. 1.517/98.)

Article 78 – The rights and obligations or carryforwards to the companies continued, as provided in the previous article, are:

The prescribed tax losses, accumulated.
The amounts to be charged originated in positive inflation adjustments.
The balance of tax exemptions and special deductions unused limitations under computable amount in each fiscal period and that were carried forward to future years.
The deferred charges have not been deducted.
The tax exemption pending utilization have been entitled to the predecessor companies or in foster care under a special promotional schemes, while the maintenance in new businesses or basic conditions taken into account to grant the benefit. For these purposes must be issued enforcement agency designated in the relevant provision.
The tax valuation of assets, change and intangibles, regardless of the value assigned for the purpose of the transfer.
The tax repayments to the balance due from the sale of goods or decreasing stocks, where the franchise has used or has practiced tax revaluation of property by the predecessor entities, where they so provide the respective laws.
The repayment systems and intangible assets.
The methods of allocating income and expenses to fiscal year.
The computation of the terms referred to in Article 67, where it depends on the tax treatment.
The imputation systems of the forecast whose deduction authorized by law. 18 of 44 26/09/2010 21:24

If the transfer of the schemes referred to in paragraph 8), 9) and 11) of this article produced using different criteria or methods for similar situations in the new company, it must qualify in the first fiscal year for either of those used by the predecessor companies, unless they refer to cases in which they can apply in the same company or holding different treatments. To use criteria or methods other than those of predecessor companies or the new company must apply for authorization to the General Tax Directorate, provided that the laws or regulations require.

SPECIAL DEDUCTIONS OF THE THIRD CATEGORY

Article 87 – From the earnings of the third category and limitations of this law will also be deducted:

a) The costs and other expenses inherent to the business.

b) The penalties and provisions against bad loans in amounts justified in accordance with the customs of the industry. The General Tax Directorate may establish rules concerning how to make these penalties.

c) The expenses of organization. The General Tax Directorate admitted his involvement to the first year or depreciated over a period not exceeding five (5) years, at the option of the taxpayer.

d) The amounts of insurance companies, capitalization and the like intended to integrate the mathematical reserves and provisions for reserves for unearned premiums and the like, in accordance with the rules imposed on the subject by the Superintendent of Insurance or other official agency. In all cases, the technical reserves estimates for the previous year that had not been used to pay claims will be considered as income and should be included in net taxable year.

e) The fees and expenses incurred abroad are referred to in Article 8, as are fair and reasonable.

f) (ITEM eliminated by Law No. 25,063, Title III, art.4, subsection t). – Duration: From 31.12.1998 and shall take effect for fiscal year 1998.)

g) Expenditures or contributions made on behalf of staff for health care, educational and cultural aid, subsidies to sports clubs, and in general, all expenses of assistance for employees, dependents, or workers. Also be deducted from gratuities, bonuses, etc.., Staff are paid on time when, according to the rules, must file the affidavit for the year. The Tax Bureau may challenge the part of the ratings, gratuities, bonuses, etc.., In excess of what is usually paid for such services, taking into account the work done by the beneficiary of the undertaking and other factors that may influence the amount of remuneration.

h) The employer contributions made to retirement insurance plans administered by private entities under the control of the Superintendent of Insurance and plans and pension funds of mutual registered and licensed by the NATIONAL INSTITUTE OF ACTION AND COOPERATIVE MUTUAL, to the sum of fifteen cents ($ 0.15) per year per employee as an employee included in the insurance or retirement plans and pension funds. The amount set out above shall be updated annually by the General Tax Directorate, applying the discount rate referred to in Article 89, referred to December 1987, as indicating the table prepared by the Agency for each month of closing fiscal period in which the deduction applicable.

i) The representation expenses actually incurred and duly accredited to an amount equal to ONE AND FIFTY (1.50%) of the total amount of wages paid during the fiscal year in respect of personal dependence. (Subsection replaced by Law No. 25,239, Title I, article 1, subsection n). – Duration: From 31.12.1999 and shall take effect for fiscal years beginning after that date.)

j) The amounts to be allocated to the payment of fees to directors, trustees or members of supervisory boards and granted to the managing partners, with the limitations set forth in this subsection, by the taxpayers covered by subparagraph a) of Article 69. The amounts to be deducted in respect of fees of directors and supervisory board members and remuneration to the managing partners for their performance as such, may not exceed TWENTY-FIVE PERCENT (25%) of book profits for the year or so resulting from computing TWELVE THOUSAND FIVE HUNDRED PESOS ($ 12,500) for each of the recipients of these items, whichever is greater, provided that the allocation within the time limit for filing the annual tax return for the fiscal year which paid. For assigned after that period, the amount to be computed in accordance with the provisions above shall be deductible in the year they are assigned. The amounts will exceed the limit indicated for the treatment of non-beneficiary account for the determination of the charge, provided that the tax balance throw society assessed tax in the year for which fees are paid. (Third paragraph replaced by Law No. 25,063, Title III, art.4, subsection u). – Duration: From 31.12.1998 and shall take effect for fiscal year 1998.) Reserves and forecasts that this law allows a deduction in the tax balance are subject to tax in the year they are setting aside the risks covered (reserve redundancies, etc.).

Art. 118 – The provisions of Articles 114 and 115 shall not apply to quebra nts from the disposals mentioned in the penultimate paragraph of Article 19. Art. … – For the purposes of Article added after section 69, the taxable income to be considered are those determined from the first fiscal year ending after the effective date of this rule and the dividends or profits to be charged against thereof, shall be paid or distributed after the exhaustion of accrued book profits at year-end immediately prior to that effect. (Article added after Art. 118 by Law No. 25,063, Title III, art.4, subsection z) d ‘). – Effective: Since its publication in the Official Gazette and shall take effect for fiscal years ending after the entry into force of this Act or, where appropriate, fiscal year to that date.)

DECREE

Article 70 – The persons mentioned in the previous article, not made commercially balances, net income determined according to the following procedure:

a) the total sales or income, including withdrawals referred to in Article 57 of the Act, detract cost of sales, expenses and other deductions allowed by law,

b) the cost of sales referred to in paragraph a) is obtained by adding to stocks at the beginning of the fiscal year for purchases made during the course of it and the total thus obtained shall be reduced inventories at the close of that fiscal year;

c) the result of part a) will be added or subtracted from the inflation tax adjustment resulting from the application of the provisions of Title VI of the Act;

d) in the case of those responsible within paragraphs b), c) and in the last paragraph of Article 49 of the Act, they should inform the participation that applies to everyone in the tax result, discriminating within that concept, the proportion of tax inflation adjustment awarded to each participant.

ARTICLE … – In accordance with the provisions of Sections 6 and 7 of paragraph a) of Article 69 of the Act, natural persons or legal entities that assume the quality of trust and corporate managers of mutual funds, respectively, shall enter each fiscal year the tax was 22 of 53 12/03/2010 21:56 earns about:

a) the taxable net profits obtained by the exercise of the trust property in respect of the trusts included in paragraph 6 above, or

b) taxable net profits obtained by the fund in respect of the investment funds referred to in Paragraph 7 referred. For these purposes, be considered as the fiscal year established in the first paragraph of Article 18 of the Act. For the determination of net income tax, no amounts are deductible under any designation, appropriate allowances for profit distribution. (First Item added after Article 70 of Decree No. 254/99, art. 1, inc. A). Duration: From 03.22.1999 and shall take effect from the effective date of the regulations that govern.)

ARTICLE …- The limitation shall not apply in the first article added after 70 of Regulatory Decree, for financial trusts set out in Articles 19 and 20 of Law No. 24,441 that are linked to the implementation of infrastructure affected the delivery of public services when they meet all the following requirements.

a) is formed with the sole purpose to make uniform the securitization of assets consisting of public or private securities or credit rights arising from financing transactions evidenced in public or private instruments, verified as such in the definition and value for agencies control as required by relevant legislation in force, provided that the constitution of trusts and the public offering of certificates and debt securities, incurred in accordance with the rules of the National Securities Commission under the Ministry of Economy AND PRODUCTION.

b) The originally homogeneous assets in trust, they are replaced by others after completion or termination, except temporary financial investments made by the Trust with the proceeds of such realization or cancellation in order to manage the amounts to be distributed or applied to pay the respective obligations of the trust, or where replacement of one asset for another late payment or default.

c) The term of the trust, assuming only representative of credit instruments, relevant to the final cancellation of the assets in trust.

d) The total gross profit of the trust is integrated only with the income generated by the assets in trust or by those who are and those from its implementation, and transitional financial investments referred to in point b), admitting that a proportion not exceeding ten percent (10%) of the total income comes from other operations to maintain the value of such assets. Not be considered invalidated the requirement in paragraph a) for inclusion in the corpus of the trust given by the settlor, or obtained from third parties to fulfill their obligations. In fiscal year in which non-compliance with any of the above requirements and in the years following the duration of the trust shall apply in the previous article. In order to establish the net income of the trust funds referred to in the preceding article shall be considered the provisions governing the determination of earnings in the third category, among which are included the gains on the fiscal year and aimed at be distributed in the future during the term of the trust agreement, as well as that at that time apply to the costs involved in carrying out the specific activity of the trust that are attributable to any subsequent fiscal year covered by the same. (Second item without number added after Article 70, replaced by art. 1, Decree No. 1207/2008 BO 1/8/2008. Valid: from the date of its publication in the Official Gazette)

ARTICLE … – In cases where the depository for investment funds real estate act as trustee following the establishment of a trust governed by Law No. 24,441, according to the provisions of paragraph e) of Article 14 of Law No. 24,083, as amended by the abovementioned Act, shall apply in the first article added after 70 of the decree, so the net profits tax generated by the exercise of the trust property will be subjected to the treatment reserved for trust funds. (Third item added after Article 70 of Decree No. 254/99, art. 1, inc. A) .- Effective: As of 03/22/1999 and shall take effect from the effective date of regulating standards.)

ARTICLE … – When the trustee holds the beneficiary of the trust, except in cases of financial trusts, settlors or beneficiaries covered under Part V of the Act, the trustee will perceive in the proportion corresponding to the results obtained in the respective year 23 of 53 12/03/2010 21:56 occasion fiscal year of the trust property. For the purposes provided in this article result from implementing the provisions of Article 50 of the Act, considering the purposes of determining net profit fiduciantebeneficiario such results as coming from the third category. (Fourth item added after Article 70 of Decree No. 254/99, art. 1, inc. A) .- Effective: As of 03/22/1999 and shall take effect from the effective date of rules

Regulation. … – The PUBLIC FEDERAL INCOME-TAX-GENERAL ADDRESS autonomous entity within the scope of the Ministry of Economy and Public Works and Services, shall establish the form, terms and conditions that shall be recorded the mutual funds included in the first article added after 70 of the Decree and the manner and conditions under which the companies managers and/or depository must check their operations as organs of these funds and make the relevant accounting records. Equal measures should be taken in respect of trusts governed by Law No. 24.441 and of the transactions carried out by the same trust in the exercise of fiduciary property. It will also take appropriate action within its competence with respect to the value attributable to the assets referred to the second item added after 70 of the decree and determine the terms and conditions under which it will make revenue and performance attribution by the trust that provided for in the preceding articles. (Fifth Article added after Article 70 of Decree No. 254/99, Art. 1, inc. A) .- Effective: As of 03/22/1999 and shall take effect from the entry into force regulating standards.)

CAPITAL COMPANIES locally incorporated entities

Section 102 – are not covered by the provisions of Article 69, paragraph b) of the Act, a company incorporated in the country, although its capital belongs to associations, societies or companies, whatever their nature, set up abroad or natural persons residing abroad.

ARTICLE … – The provisions of the first paragraph of Article added after 69 of the Act shall apply to dividends paid in cash or in kind, except for bonus shares, “whatever that business funds payment is effected such as: previous reservations regardless of the date of its incorporation, except that the proportion by which it is shown that it has paid the tax-exempt income tax, from s of premium, or otherwise. The provisions above shall also apply, as appropriate, when profits are distributed in cash or in kind. For the purposes of the first and second paragraphs above, should take into account the provisions of Article added after Article 118 of the Act. Equally, it applies the rule mentioned in the first and second paragraph of this article for those cases in which settlement occurs is situated or, where appropriate, the redemption of the shares or participation shares in respect of accounting profits accumulated surplus on the tax. (First Item added after Article 102 of Decree No. 254/99, art. 1, inc. B) .- Effective: As of 22/03/1999 and shall take effect from the effective date of regulating standards.)

ARTICLE … – For the purposes of the provisions of Article added after 69 of the Act must be understood as the time of payment of dividends or profit distribution as those concepts that are paid, made available or become available, have credited to the account holder, or with the consent or acquiescence of the express or implied, have been reinvested, accumulated, capitalized, placed in reserve or sinking fund or insurance, whatever their denomination or otherwise disposed of them form. (Second item added after Article 102 of Decree No. 254/99, art. 1, inc. B) .- Effective: As of 03/22/1999 and shall take effect from the effective date of regulating standards.)

ARTICLE … – When making payments of dividends, if any, distributed profits, in cash or in kind, accumulated at the end of the year immediately preceding the date of such payment or distribution, beyond those determined in accordance with the provisions of law, the surplus shall be apportioned among the beneficiaries, having practiced the retention under Article added after 69 of the Act, depending on the proportion of total book profits as 30 of 53 12/03/2010 21: 56 distribution has been approved, representing the aforementioned surplus.(Third item added after Article 102 of Decree No. 254/99, art. 1, inc. B) .- Effective: As of 22/03/1999 and shall take effect from the effective date of regulating standards.)

Disposition of funds or assets to third Article 103

– For the purposes of applying Article 73 of the Act, be deemed to set the availability of funds or property that the standard applies, when those are delivered on loan, without this being a consequence of ordinary course of business operations of the company or be regarded as generating taxable profits. Be deemed to constitute a result of ordinary course of business operations of the company, the sums advanced to directors, trustees and members of supervisory boards in fees, to the extent not exceeding the amounts fixed by the assembly for the year by which came forward and provided that such advances are individualized and accounting records. The complaint alleged interest and updates prepared by that article shall cease when operating the return of funds or property, at which time it was considered that this fact implies, by the time they occur, the cancellation of the respective credit more accrued interest, capitalized or not, generated by the provision of funds or assets in question. However, if in the same year in which the return operation or immediately following, to register new dispositions of money or property for the same third party, means that recovery did not occur to the extent given by amount of these new provisions and that the interests and updates that correspond proportionally to the amount not been subject to cancellation referred to above. For all purposes provided by Article 73 of the Act and this Article, the property subject to the provisions contemplate that they will be valued by its square value at the date of the respective provision. The charging of interest and update provided by that section of the Act, also apply when the provision of funds or assets earned an income of less by more than TWENTY PERCENT (20%) that must be allocated in accordance with this rule under whose case is considered interest and are attributable alleged update equal to the difference between the two registers. In the event that the provision of funds or goods in this article assume a liberal than those referred to in Article 88, paragraph i) of the Act, the respective amounts are not deductible by the company that made and not will lead to the computation of interest and suspected updates.

Compensation of losses by companies, associations, businesses and farms-person reorganization of companies and enterprises Definition. Requirements

Article 105 – For the purposes of Article 77 of the Act is meant by:

a) merger: when two (2) or more companies are dissolved without liquidation, to constitute a new or an existing incorporated into another or others, without liquidation, are dissolved, provided that at least in the first case, the EIGHTY PERCENT (80%) of the capital of the new entity at the time of the merger applicable to holders of the ancestors, in the case of incorporation, the value of a share related to the owners of the company or companies incorporated in the capital of the surviving company will be one that represents at least EIGHTY PERCENT (80%) of capital or incorporated

b) split or division of companies: when a company allocates its assets to an existing company or involved with it in creating a new society or allocates part of its heritage to create a new company or when it split into new legally and financially independent, provided that at the time of the split or division, the value of a share related to the holders of the company being divided or split in the capital of the company’s existing or to be formed by integrating with it a new society, not less than one that represents at least EIGHTY PERCENT (80%) of the estate for for that purpose or, in the case of the creation of a new company or division into new businesses, provided that at least EIGHTY PERCENT (80%) of capital or new entities, taken together, belong to holders of the predecessor entity. Care division or division in 31 of 53 3/12/2010 21:56 all cases the proportional reduction of capital,

c) economic group: when the EIGHTY PERCENT (80%) or more of the share capital of the entity belongs continuation the owner, partner or shareholder of the company is reorganized. In addition, they must maintain individual in the new society, at the time of transformation, not least eighty percent (80%) of the capital they possessed at that time in the predecessor entity.

In the cases referred to in paragraphs a) and b) of the preceding paragraph shall be met, as appropriate, all the requirements listed below:

I) the date of the reorganization, the reorganized companies are in up: it is understood that this condition is met, when they are developing the activities covered by the company or, when having stopped them, the termination had occurred within the eighteen (18) months preceding the date of the reorganization;

II) continue to develop for a period not less than two (2) years counted from the date of the reorganization, some of the activities of the restructured business or other activities related to those of the farm-stay within the same branch -, so that goods and/or services they produce and/or selling the companies continued or having characteristics essentially similar to those produced and/or marketing or predecessor companies;

III) that the companies have developed the same activities or linked during the twelve (12) months immediately preceding the date of the reorganization or termination, if it had occurred within the time prescribed in paragraph I) above or in both cases, during the period of its existence, whichever is lower. Be considered as linked to that activity that contributes or supplement an industrial, commercial or administrative, or tending to an accomplishment or purpose that relates to the other activity (horizontal integration and/or vertical);

IV) that the reorganization will provide to the FEDERAL TAX AUTHORITY, autonomous entity within the scope of the MINISTRY OF ECONOMY AND PUBLIC WORKS AND UTILITIES and requirements are met within the period fixed. For the foregoing purposes shall mean the date of the reorganization, the commencement by the company or companies continued, the activity or activities being carried out or predecessors. For the reorganization of this article has provided for tax purposes must be completed in the advertising and registration requirements established by Law No. 19,5

50 of commercial companies as amended. The provisions of this Article shall also apply, as appropriate, to cases of reorganization of one-person businesses or farms. Transfer of Rights and Obligations

Art106 – The transfer of rights and obligations on institutions to continue to respect Article 78 of the Act, shall follow the following rules: a) Where specifically provided in the aforementioned article, companies continue to enjoy the tax attributes, in accordance with the law and this regulation, had reorganized company, in proportion to the assets transferred; b) the balance of positive inflation adjustment referred to in paragraph 2) of Article 78 of the law is the constituted by the positive inflation adjustment that the predecessor company had deferred in accordance with the provisions of Article 98 of the Act (revised text in 1986, as amended) and, in accordance with the provisions thereof would not have charged due to financial years until the reorganization; c) in the case of division or divisions of companies, the rights and obligations will transfer tax based on the values of the assets transferred. Also be reported to the Federal Administration of Public Revenue, autonomous entity within the scope of the MINISTRY OF ECONOMY AND PUBLIC WORKS AND SERVICES, exercise the option referred to the penultimate paragraph of Article 78 of the Act and requested his consent as cases provided for in the last paragraph of that article. Resolution of the reorganization

Article 107 – When companies have been reorganized under the arrangements provided for in Article 77 of the Act, the change or abandonment of the activity within two (2) years from the date of the re-start or by the business continuity of the activity or activities or developed the predecessors-will produce the following effects: a) in the case of mergers, there shall be rectification of the affidavits had been submitted, with the modification of all aspects which had an impact on the 32 of 53 12/03/2010 21:56 Application of the system; b) in the case of division or divisions of companies, or entities who have engaged in the change or cessation of activities must submit affidavits or correct, the application of laws that would have accrued if the operation had been performed outside that scheme. In these cases the Federal Administration of Public Revenue, autonomous entity within the scope of the MINISTRY OF ECONOMY AND PUBLIC WORKS AND SERVICES, establish the manner and time frame for the submission of affidavits that have been referred. Exhibition participation

Article 108 – For the reorganization of companies, business assets, businesses and farms referred to in Article 77 of the Act and 105 of this regulation, be provided for tax purposes, he or holders or predecessor companies must maintain, for a period not less than two (2) years from the date of the reorganization, an amount of participation no less than they should have that date in the capital of the entities or successors. In order that the accumulated tax losses are not prescribed and the pending use tax exemption, originated in the aco-gence special promotional schemes, referred to, respectively, paragraphs 1) and 5) of Article 78 of the Act only be transferable to the business or go on, when holders or predecessor companies, fill in the conditions and requirements set out in Article 77 of the Act and in this decree. The lack of compliance with the conditions and requirements in the preceding paragraphs, will lead to the purposes set out in Articles 77 of the Act and 107 of this regulation. (Article replaced by Decree No. 254/99,art. 1, inc. c) .- Effective: As of 03/22/1999 and shall take effect from the effective date of the regulations that govern.) special deadlines for income tax

Article 109 – In the case of sales and transfers of goodwill referred to the last paragraph of Article 77 of the Act, the Federal Administration of Public Revenue, autonomous entity within the scope of the MINISTRY OF ECONOMY AND PUBLIC WORKS AND SERVICES , may be granted at the request of the taxpayer special deadlines for payment of tax shall not exceed five (5) years, with or without bond, plus interest and updating under Law No. 11,683, revised text in 1998, considering the manner and time agreed for the claim. The provisions of this Article shall apply to both are completed, if applicable, publicity and registration requirements under Law No. 11,867. Transfers, sales or business mergers

Article 130 – In the transfer, sale or merger of business referred to in Article 77 of the law for a total value, the Federal Administration of Public Revenue, autonomous entity within the scope of the MINISTRY OF ECONOMY AND PUBLIC WORKS AND SERVICES PUBLIC, will gauge the appropriate price to depreciable assets and the period within which the remainder of life, for the purpose of establishing the annual amortization. If you assign values to each well and they be amortized over the streams in place to date occurs in the circumstances mentioned above, considering the progress that they are, the aforementioned FEDERAL can estimate them For the purposes of tax depreciation. Fees

Article 142 – The deduction for directors’ fees, members of supervisory boards or managing partners remuneration set out in paragraph j) of article 87 of the Act, shall not exceed the greater of the following limits: a) TWENTY-FIVE PERCENT (25%) of book profits for the year. To this end, should be understood as book income to that obtained after subtracting the income tax is assessed for the year determined under the rules of the law and this decree; b) the amount resulting from computing TWELVE THOUSAND FIVE HUNDRED PESOS ($ 12,500) for each of the recipients of fees or sums agreed. This amount is determined by considering for each recipient the amount indicated above or fees or amounts agreed to be allocated, whichever is lower. The deductible amount is determined under the provisions above, are earned on the sums paid or agreed fees if, within the time limit for filing the affidavit for the same society, such fees or sums agreed upon had been assigned individually by the shareholders’ meeting or meeting of members or the directors or executive body, if the bodies mentioned in the first place assigned them globally. If the assignments alluded to above took place after the expiration of that period, that amount will be deducted from the allocation exercise. The same criteria governing allocation for the deduction of the sums intended for the trustees’ fees. The remuneration referred to in paragraph j) of Article 87 of the Act does not include amounts that the directors, trustees, members of the supervisory board or managing partners would receive for other items (salaries, fees, etc.), Which have the treatment under the law depending on the type of profit involved. For the purposes set should be credited to the respective amounts correspond to effective services, and that its magnitude is related to the work performed and, if applicable, has been completed with the relevant pension obligations.ARTICLE … – The provisions of the third paragraph of subsection j) of article 87 of the Act, shall apply where the assessed tax in the year for which fees are paid directors and the supervisory board and the remuneration to the managing partners , is equal to or exceeds the amount arising from the rate applied under Article 69 of the Act to amounts that exceed the limit specified in the second paragraph of that subsection. When not set the situations described in the preceding paragraph, the income earned by the beneficiary will be treated as unaccounted for determining the tax to the limit of taxable net gain for taxpayers covered by subparagraph a) Article 69 of the Act. (Article added after Article 142 of Decree No. 254/99, art. 1, inc. E). – Effective: As of 03/22/1999 and shall take effect from the effective date of the regulations that govern.) Managers Partners

Section 143 – The managing partners of limited liability companies, with limited and limited by shares, referred to Articles 18, paragraph b), second paragraph, 79, paragraph f), second paragraph and 87, subsection j) of the Act, are those that have been designated as such in the contract establishing or later, by a decision in the terms prescribed by Law 19,550 and its amendments. ARTICLE …. – For the purposes of the provisions of paragraph a) of Article 88 of the Act, are only deductible personal expenses and living expenses of the taxpayer and his family, that are covered by articles 22 and 23 of the law in this case to the limitations provided in Article added after itself and in paragraphs g) h) of Article 81 of the same standard. (Item added after Art. 143 per art. 1 ° inc. O) of Decree No. 290/2000 BO