Stamp tax: no taxation without legal instrumentation

I. The case

The tax authorities of the Province of Misiones determined the stamp tax on the adhesion request and the general regulations for official dealers, which were tacitly accepted by Kia Argentina SA through the delivery of vehicles.

Kia filed an administrative lawsuit challenging the tax claim and requesting a declaration of unconstitutionality of the last paragraph of article 174 of the Fiscal Code of Misiones, considering that this rule violates the instrumental principle of the stamp tax by taxing contracts between absentees with tacit acceptance clauses.

The Superior Court of Justice of Misiones dismissed Kia’s lawsuit. To do so, the Court considered that the adhesion request and the general regulations for official dealers are an adhesion contract subject to stamp tax. The Court also stated that article 174 of the provincial Fiscal Code is not contrary to article 9, paragraph b, subparagraph 2 of the Federal Taxes Co-participation Law 23548, because this rule does not require the signature of both parties on the instrument, only an unequivocal manifestation of will, even if it is tacit.

II. The Supreme Court's ruling

In its ruling of May 29, 2025, in the case “Kia Argentina S.A. c/ Dirección General de Rentas de la Provincia de Misiones s/ demanda contencioso administrative,” the Argentine Supreme Court overturned the ruling of the Superior Court of Misiones.

First, the Supreme Court carried out a historical analysis of article 9, paragraph b, subparagraph 2 of the Federal Taxes Co-participation Law, to which the province of Misiones had adhered. The Court emphasized the purpose of the article's wording by clarifying that the stamp tax exclusively applies to the instruments defined in the same rule, and added that this was intended to avoid interpretations that would distort the nature of the tax.

Second, the Court rejected the  Superior Court of Misiones’ interpretation, which considered the stamp tax as if it had the legal nature of a tax "on acts, contracts, and operations." The Court deemed this interpretation "gravely mistaken" because it was precisely what the current wording of the Federal Taxes Co-participation Law aimed to avoid.

The Court added that the Provincial Court contradicted itself in concluding that the Federal Taxes Co-participation Law did not require the contract to be signed by both parties. The Court determined that, without the parties' consent reflected in a single document, the contract alone could not have the external characteristics of a legal title or meet the self-sufficiency requirements to be subject to the tax.

Third, the Court highlighted that the three documents involved in the operation—the general regulations, the adhesion request, and the vehicle order form—lacked the self-sufficiency required to enforce the obligations established in them.

Fourth, the Court concluded that the appealed ruling should be disqualified due to serious logical reasoning deficiencies and for presenting a total absence of legal grounds, which results in arbitrariness according to the Court's established doctrine on the arbitrariness of judgments.

Based on this, the Court overturned the appealed ruling and remanded the case to the Superior Court of Misiones.

Why is this ruling important?

The Court once again reaffirms the criterion it has been maintaining in relation to some provinces who aim to levy stamp tax on acts and contracts that are not an “instrument” under the definition established by the Federal Taxes Co-participation Law. As a distinctive note, the Court seems to be more emphatic and severe in disqualifying the interpretations on which the provincial Superior Court based its decision.

Additionally, the Court continues to establish a clear and forceful doctrine that is particularly relevant for ruling in cases in which local authorities pursue tax claims against numerous business models where the existence of a taxable instrument is neither usual nor necessary.

Finally, regarding local legislation or claims that seek to enforce the collection of stamp tax without carrying out an ex officio determination procedure, the Court's doctrine is fundamental to establishing the "likelihood of the right," a typical requirement for preliminary injunctions available to taxpayers in situations analogous to those addressed in the case review.