Empresas y Fondos de Comercio — Businesses Sold as a Unit in a Forced Sale

Argentina (AR) — civil law.

Nothing on this page describes United States practice. There is no certificate sold to an investor, no administrative sale of land for unpaid tax, and no redemption window after a subasta judicial in Argentina. If you arrived carrying US assumptions, read falsos-amigos first.

Empresas y fondos de comercio

A fondo de comercio (or establecimiento comercial o industrial) is not one thing. It is a bundle that Ley 11.867 art. 1 defines, “a los efectos de su transmisión por cualquier título”, as the installations, stock, trade name and sign, clientela, the derecho al local, patents, trademarks, industrial designs and other industrial or artistic property rights. A forced sale of a business is therefore a sale of separately-titled pieces under one price. The inmueble passes by oficio to the provincial Registro de la Propiedad Inmueble. The trademarks pass by oficio to the INPI. Registered vehicles pass to the DNRPA. The stock and machinery pass by delivery. The lease, the employees and the municipal habilitación each follow their own rule, and some do not pass at all. Most whole-business sales happen inside a quiebra, where Ley 24.522 (LCQ) ranks the sale of the business as a going unit first (art. 204 a) and sets a dedicated procedure: appraisal, a pliego de condiciones, sealed offers with a 10% maintenance guarantee, a base that is the higher of the appraisal or the secured debts, and a cash price paid before possession (art. 205). The price is what the buyer pays for a clean break. Under art. 199 the buyer of a business whose operation continued is not the fallido’s successor for labour debts. The only exception is the labour rights of workers kept on during the continuation. Debts from before the bankruptcy are verified and paid inside the quiebra. Hipotecas and pledges move onto the price (art. 206). In 2011, Ley 26.684 gave a workers’ cooperative a seat at every step. It can ask for continuation, offer the appraisal value, and set off its members’ labour credits against the price (arts. 189–191, 203 bis, 205 inc. 2). That is the single largest competitive fact for an outside bidder.

See comprar-una-empresa-en-quiebra for the step-by-step guide and the underwriting checklist; deudas-laborales-y-continuidad-de-la-empresa for the labour-liability edge cases; marcas-y-propiedad-intelectual and acciones-y-cuotas-sociales for the intangible pieces.

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