Buying a business in Argentina under Law 11.867

The law lists the elements that make up a business for the purposes of a transfer (art. 1): the fittings, the stock in trade, the trading name and sign, the customer base, the right to the premises, invention patents, trademarks, industrial designs and models, honorary distinctions, and every other right derived from commercial, industrial or artistic ownership.

That is a list of possible elements, not a fixed package. The transfer agreement says which of them change hands and at what price. Ask for an inventory of the stock and the fixtures, signed by both sides, and for clear wording on open orders and suppliers.

The trademark

The assignment or sale of the business includes the trademark unless the contract says otherwise (Trademark Law 22.362, art. 7). Two registrations then matter: the transfer document at the Public Registry of Commerce, which Law 11.867 requires for the deal to be enforceable against third parties (art. 7), and the trademark transfer at the National Institute of Industrial Property (INPI), which is what makes that transfer valid against third parties (art. 6 of Law 22.362).

INPI itself asks, when a business sale includes a trademark, for the document proving that the transfer was registered at the Public Registry of Commerce under Law 11.867. The trademark moves with the contract, but it becomes solid in two different registries, each with its own procedure.

The right to the premises

The right to the premises sits among the elements of the business (art. 1). When the premises are rented, that right depends on the lease, and assigning a lease is governed by the Civil and Commercial Code, with rules of its own.

The notice states the type and location of the business, the names and addresses of seller and buyer, and those of the auctioneer and notary when they take part (art. 2). In the City of Buenos Aires the notice runs in the city's Official Gazette, and the city government summarizes the step as five days of publication.

During those ten days any creditor may object: the creditor notifies the buyer at the address given in the notice, or the auctioneer or notary, and asks for the amount of the claim to be withheld and the necessary money to be deposited in a special account (art. 4). The creditor does not need to appear on the seller's list. Creditors left out of it may also object if they produce documents evidencing their claims or prove the claim through the books.

If nobody objects, the sale document can be signed once the ten days are up. If there is an objection, the law calls for the withholding and the deposit to be kept in place for twenty days so the creditor can obtain a court attachment (art. 5); if no attachment is obtained in that time, whoever made the deposit may withdraw the money (art. 4). Where the objecting claim is disputable, the seller can ask the judge to release the price against a guarantee (art. 6).

1. Agree what is being bought and at what price

   An inventory of stock and fixtures, a list of contracts being transferred, and the price. The law forbids selling below the liabilities the seller has declared plus the undeclared claims that drew an objection, provided they arise from goods supplied to the business or its general expenses, unless every creditor agrees (art. 8).

2. Request the debt statement

   The seller hands over the signed statement listing the outstanding claims, with creditors, amounts and due dates (art. 3). It becomes the checklist for everything to verify before signing.

3. Publish the notices

   Five days of notices in the Official Gazette of the jurisdiction and in one or more local newspapers, carrying the details art. 2 requires.

4. Wait ten days and handle objections

   Ten days run from the last notice before signing is allowed (art. 4). If a creditor objects, the money is withheld and deposited for twenty days (art. 5).

5. Sign the transfer document

   A public deed or a private instrument. To take effect against third parties, the law requires the document in writing and registered within ten days (art. 7).

6. Prepare social security clearance and register the transfer

   Obtain social security clearance or follow the statutory alternative while assembling the file: it is required before registration, not afterwards. In CABA the file goes to IGJ, whose RG 15/2024 article 215 regulates the alternative; elsewhere confirm the competent registry process.

7. Finish the follow-up procedures

   Trademark registration at INPI with the business transfer already registered. Lease assignment, employment continuity, tax changes and permit transfer are coordinated before closing under their own rules, not automatically left until afterwards.

If the business runs from rented premises, selling the business does not carry the lease along on its own. The Civil and Commercial Code says the tenant may assign its contractual position only in the terms set out in arts. 1636 and following (art. 1213), and art. 1636 requires the other parties to the contract to consent, before, at the same time as, or after the assignment. The lease's assignment and subletting rules are in Commercial leases in Argentina.

Get the landlord's consent in writing before signing, together with the assignment of the contract, the fate of the deposit, and who answers for rent already owed. The lease you are taking on deserves the same reading as a debt: term, rent reviews, charges, service charges and restrictions. The checklist in what to check before renting a commercial premises applies to that contract point by point.

If the landlord refuses the assignment, or offers a new contract on different terms, Law 11.867 does not settle the conflict for you: that is a question for your lawyer before any advance payment changes hands.

The notices and deadlines protect creditors, but the risk map of the deal is yours to draw.

• Debts of the business. The statement under art. 3, suppliers, utilities, and tax and social security debts. Public registries of commerce across the country must require, before registering the transfer of a business, proof that the employer owes no contributions to the pension funds (Law 14.499, art. 12); the certificate must be issued within fifteen days unless there is an impediment. If it cannot be issued, the body provides proof of that impediment: that proof has the statutory six-month validity. If neither is delivered, follow the registry alternative procedure rather than assuming compliance.
• Permit and activity. That the economic activity authorization exists, covers the trade you will run, and is in good standing. In the City of Buenos Aires, transferring that authorization is a separate procedure with its own documents and grounds for rejection, laid out in the guide to commercial permits in Buenos Aires.
• Lease and assignment. Term, rent, deposit, charges, restrictions, and the landlord's written consent to the assignment.
• Employees. The obligations arising from employment contracts at the time of transfer pass to the buyer, and each worker keeps the seniority built up with the seller (Employment Contract Law, art. 225, text as amended by Law 27.802).
• Taxes. The seller's de-registration and the buyer's registration in the gross revenue tax, stamp duty on the contract, and the tax standing of the business.
• Trademarks and patents. That they are registered, current, and held by the seller, and that the contract includes or excludes them in plain words.
• Legal capacity and marital status. A sale of marital community property requires the spouse's consent (Civil and Commercial Code, article 470(d)), also covered by IGJ RG 15/2024, article 214. Its current list does not require the seller's inhibition certificate still shown in the older operational guide. Have your lawyer separately review judicial restrictions and each party's legal capacity.

Art. 11 is the reason nobody skips the procedure: omissions and breaches of the law make the buyer, the seller, the auctioneer or the notary who committed them jointly liable for the claims left unpaid as a result, up to the amount of the sale price.

Two more rules govern the money. First, the business cannot be sold for a price below the liabilities the seller has declared plus objected undeclared claims arising from goods supplied or general business expenses, unless every creditor agrees (art. 8). Second, advance payments or deposits made by the buyer are presumed fictitious insofar as they may harm creditors (art. 9).

Employment adds another shared liability: seller and buyer are jointly responsible for the labor obligations arising from employment contracts at the time of transfer that affect the establishment and that the buyer knew or could have known about; information kept hidden that due diligence does not reveal releases the buyer from that joint liability (Employment Contract Law, art. 228, text as amended by Law 27.802, B.O. 6/3/2026). And a seller who assigns the lease may remain liable to the landlord if that was agreed when the assignment was consented to (Civil and Commercial Code, art. 1637).

In CABA, IGJ has registry jurisdiction because the establishment is located there (RG 15/2024, article 213). The current framework is RG 15/2024 as amended, not RG 7/2015 still cited in the operational guide being updated. That page publishes appointment filing at Av. Paseo Colón 291 or through a professional association; confirm the channel when booking. Distinguish operational forms from article 214 requirements:

• Transfer of Business form (IGJ forms), completed, printed and paid.
• Professional pre-qualification opinion: a notary if the transfer is executed as a public deed, a lawyer or a graduate in economic sciences if it is a private instrument.
• First certified copy of the deed or the private instrument of the contract, with company minutes where companies are involved, and proof of the spouse's consent under art. 470 of the Civil and Commercial Code where it applies.
• The publications required by art. 2 of Law 11.867.
• Social security clearance certificate (Law 14.499, art. 12), or the pension body's proof of impediment.
• Notice of closing the seller's gross revenue tax account: the receipt for filing it is enough.
• Notary or auctioneer statement on objections, withholding and deposits, or their absence or withdrawal (RG 15/2024, article 214(3)).
• Receipt for the service fee and a plain and protocol copy of the contract.

The operational guide consulted publishes 9 modules for a standard filing, not a fixed peso price. Because it warns it is being updated, confirm forms, copies, pre-qualification fees and the current filing charge before submitting. If social security clearance is missing, article 215 allows proof of impediment or, with evidence of a received request and fifteen days elapsed, asking IGJ to issue an official letter to the body. Merely saying you requested clearance is not enough.

Outside the City, the same contract is registered with the public registry of commerce of the province where the business operates.