Entrepreneurship Law: Simplified Joint-Stock Companies (SAS) and Crowdfunding
On October 15th, in a crowded conference room of the Radisson Hotel, OLIVERA Abogados organized a work breakfast with the presence of clients, colleagues and friends, to address the main aspects of the recent Entrepreneurship Law Nº 19.820, and particularly, the new corporate figure: the Simplified Joint-Stock Companies (“SAS”).
Ricardo Olivera García, managing partner of the Firm and co-author of the SAS Bill, began his presentation emphasizing that the creation of the SAS´ regime “represents the most important amendment to the corporations’ regime since the enactment of Law Nº 16.060 in 1989”. He continued with a review about this new figure’s regulation worldwide, and then focused his presentation in describing the SAS´ general characteristics, its incorporation process, the rules that apply to capital and shares, the SAS’ organic functioning, and several rules, such as enforceability rules regarding shareholders agreements and directors and representatives responsibility.
Olivera García particularly emphasized on the flexibility and versatility of the SAS regime, describing this social figure as a real “tailored suit” for business developments.
The presentation continued with the analysis of the SAS tax regime, in charge of Andrés Hessdörfer, partner of the Firm, who intervened in the process of drafting these concrete aspects of the Bill. Hessdörfer noted that the Law’s tax matters aimed to address three main issues: (i) define a tax treatment for the SAS; (ii) set up a transitional period in which single-member companies can migrate to the SAS regime, reducing the tax burden and the required formalities; and (iii) establish the liability and tax regime applicable to administrators. For that purpose, he emphasized on the importance of the purposes that guided the regulation of these matters, which he summarized in “certainty of treatment; proper use of the exemption period; and the search to equalize the conditions of the tax treatment applicable to other corporate vehicles usually used for small or medium-sized endeavors”.
After the tax review, Federico Rocca, partner of the Firm specialized in banking and finance, completed the presentation addressing the crowdfunding regulation in the Entrepreneurship Law. After going over the origin and evolution of this issue at an international level, he explained the new scenario from the recently approved law. In this regard, he pointed out that this is an exceptional framework within the stock market’s regulation, which is treated as a negotiation ambit, and that “we must wait for the Central Banks regulation in order to truly determine how crowdfunding will work in in our country.” Likewise, he stressed on the paradigm shift regarding the individual obliged to register: from the issuer to the platform; but he insisted that the law revolves around the concept of “value”, which suitability to these times seems increasingly difficult.
