New Registry and Information Regime of the Tax Authority

Through General Resolution AFIP No. 3572 (published in the Official Gazette on December 19, 2013) (“RG 3572”), the Tax Authority (AFIP) created (i) a related parties’ registry (“Registro de Sujetos Vinculados”) and (ii) an information regime concerning transactions in the domestic market among related parties (“Régimen informativo de operaciones en el mercado interno – Sujetos Vinculados”).
Notwithstanding that RG 3572 is in force as from January 3, 2014, the registration and information obligations therein provided, shall be considered duly complied with, within the following terms:

• on or before April 1, 2014: national major tax-payers (“Grandes Contribuyentes Nacionales”), for obligations due on or before March 31 , 2014.
  
• on or before July 1, 2014: other parties, for obligations due on or before June 30, 2014.
  

1. Related parties’ registry (“Registro de Sujetos Vinculados”) (“Related Parties’ Registry”)
Pursuant to RG 3572 the following entities must register with the Related Parties’ Registry: companies, one-person companies (“empresas unipersonales”), trusts, associations and foundations, and any other type of companies incorporated in Argentina, that are “related” to any kind of entity (in Argentina or abroad).
RG 3572 includes a definition of “related” parties. As set forth below, parties may qualify to be “related” through business transactions -- not only through capital participations, and therefore a case-by-case analysis is required.
Annex I of RG 3572 lists the following requirements for parties to qualify as “related”:

1. “A party holds all or a majority of another party’s capital.
   
2. Two or more parties alternatively have: (1) an entity in common that holds all or a majority of their capital. (2) An entity in common that holds all or a majority of the capital of one or more parties, and has a significant influence over one or more of the other parties. (3) An entity in common that has a significant influence over such parties (simultaneously).
   
3. A party has the necessary voting rights to decide or prevail in another party’s shareholders’ or partners’ meeting.
   
4. Two or more parties have common directors, officers or administrators.
   
5. A party has exclusive rights as agent, distributor or concessionaire, for the purchase and sale of goods, services or rights, on behalf of another party.
   
6. A party provides another party with technology or technical knowledge, which is used for the basis of such party’s business activities.
   
7. A party participates with another party in associations (that are non-legal entities) such as co-ownerships, joint ventures, or any other type of groups, through which it has a significant influence on the determination of prices.
   
8. A party agrees with another party, contractual provisions that are of preferential nature, compared to those agreed with third parties under similar circumstances (such as discounts for negotiated volumes, financing, or consignment delivery, among others).
   
9. A party significantly participates in setting another party’s company policies, such as, raw materials’ supply, production and/or commercialization/marketing.
   
10. A party develops a main activity, only concerning another party, or its existence is justified solely because of its relation with another party (i.e., acting as sole supplier or sole client, among others).
    
11. A party supplies another party, in a substantial manner, with the funds required for the development of its commercial activities (i.e. by means of the granting of loans, or any type of guarantees, in case of third party financing).
    
12. A party assumes another party’s losses or expenses.
    
13. A party’s directors, officers or administrators, receive instructions or act in the interest of another party.
    
14. Existence of agreements, circumstances or situations whereby the direction of a party is granted to another party with a minority participation in its corporate capital.”
    

The parties must register with the Related Parties’ Registry within 10 administrative business days, as from the date when the event relating the parties occurs. Any amendments must also be informed of within the same term. Withdrawal from the registry must be submitted upon termination of the event relating the parties.
Registration with the Related Parties’ Registry, and its amendments, must be submitted through the application “Registro de Sujetos Vinculados” at the AFIP’s website -- a fiscal code (“clave fiscal”) is required.
The following information must be submitted to obtain the registration: (a) of the informing party: (i) Tax ID number (CUIT) and (ii) inform if it is subject any tax benefit regime (empresa promovida), (b) of the informed party: (i) Tax ID number (CUIT) (in case of parties located abroad, provide “Tax ID number - country” (CUIT- país) according to its location), (ii) complete name or corporate name, and (iii) domicile; and (c) type of event “relating” the parties.
Lack of compliance with the Related Parties’ Registry regime shall be penalized with fines ranging from between AR$150 to AR$ 2,500.

2. Information regime concerning transactions in the domestic market among related parties (“Régimen informativo de operaciones en el mercado interno – Sujetos Vinculados”) (the “Transactions’ Information Regime”)
Unlike the Related Parties’ Registry (that includes transactions among related parties located in Argentina and abroad), the Transactions’ Information Regime is applicable to transactions among related parties located in Argentina.
Annex II of RG 3572 lists the transactions that have to be informed:

1. Purchase or sale of goods;
   
2. Financial activities (regulated or not by Law No. 21,526);
   
3. Services (cash pooling, marketing, distribution and refurbishment; technical; consulting; IT; security/surveillance; publicity/propaganda; transport; and other services);
   
4. Insurance transactions;
   
5. Use of trademarks, production and/or manufacturing licenses;
   
6. Personal property or real estate leases;
   
7. Free of charge/gratuitous transactions;
   
8. Transactions regulated by Law No. 13,512;
   
9. Other transactions.
   

All parties involved in each transaction (subject to information) must comply with the Transactions’ Information Regime. Submissions must be filed on a monthly basis (and within the subsequent month to the transaction taking place) through the application “AFIP-DGI. Régimen de operaciones en el Mercado  Interno – Sujetos Vinculados”, available at the AFIP’s website.
For the months when no transactions take place, the parties must report “no activity” (“sin movimiento”). The following information must be provided for each transaction subject to information: (i) Tax ID number (CUIT) of each party; (ii) complete name or corporate name of the informed party; (iii) type of transaction; (iv) detail of the supporting documents of the informed transaction (number and kind of receipt, date of issuance, amount, amount not included in the taxable net price, VAT percentage, tax payable, amount of exempt transactions).
Lack of compliance with the Transactions’ Information Regime shall be penalized with fines ranging from between AR$ 5,000 to AR$ 10,000, for each month of non-compliance.