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 judicialin Argentina. If you arrived carrying US assumptions, read falsos-amigos first.
Buying a business out of a quiebra
The sale of a business as a unit is the LCQ’s first-ranked way to liquidate
(art. 204).
It runs on a fixed track. The person designated to sell appraises the business. The
síndico drafts a pliego with a base no lower than the appraisal or the secured
debts, whichever is higher. Offers come in sealed envelopes with a 10% guarantee. The
judge opens them in public and awards on price and on jobs kept. The buyer pays in
cash within 20 days of the award and takes possession (art. 205). In return the buyer
gets assets free of the fallido’s pre-bankruptcy debts, which stay in the file to be
verified (arts. 126, 199). Hipotecas and pledges attach to the price, not the assets
(art. 206). Collective agreements die as to the buyer (art. 198). The buyer does not
get every element of the business. It gets what the pliego lists, title by title. Each
item moves by its own oficio: land to the provincial registry, marks to INPI, vehicles to
the DNRPA, the habilitación to the municipality. The lease survives only on the terms of
arts. 193–194. Employees do not come automatically. The buyer is the concurso’s
successor only for workers kept on during continuation (art. 199). The buyer pays the
enajenador’s commission on top of the price (art. 261). On CSJN-portal sales the
national commercial courts in CABA also charge a 0.25% arancel, and IVA where the court
says it applies. The largest competitive fact is the workers’ cooperative. It may claim
the business at the appraisal value, paying partly with its members’ labour credits
(arts. 203 bis, 205 inc. 2). The clock is short: four months from the bankruptcy,
plus 90 days by reasoned order (arts. 205, 217). Where the business was continued, the
continuation term set under art. 191 governs.
This guide covers the business sale. For a single inmueble out of a quiebra, see
comprar-en-una-quiebra. For the asset-by-asset law, see
empresas-y-fondos-de-comercio, marcas-y-propiedad-intelectual and
acciones-y-cuotas-sociales.
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