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.

Ley 11.867 — transferencia de fondos de comercio

Ley 11.867 is a short national statute of 1934, still the operative text. It protects the creditors of a business owner who sells the business. It does not regulate the contract between seller and buyer. It makes the sale effective against third parties only after a public procedure. The procedure has five days of edictos, a signed list of debts from the seller, a ten-day window for creditors to file an oposición, and a twenty-day retention of the price so that opposing creditors can attach it. The document is then registered in the Registro Público. A buyer who skips the procedure is jointly liable with the seller, the martillero and the escribano for the unpaid debts, up to the price (art. 11). The statute applies to a transfer “por venta o cualquier otro título oneroso o gratuito … bien se trate de enajenación directa y privada, o en público remate” (art. 2), and art. 10 gives the martillero its own duties. So it reaches auctions by its words. The LCQ does not mention Ley 11.867 at all (consolidated InfoLEG text, searched 16 Oct 2026). Whether its opposition procedure also binds a sale of the business inside a quiebra is needs_verification. There, creditors are already gathered by compulsory verification (LCQ arts. 126, 200). Its practical bite today is registry-side. The IGJ in CABA will not register a transfer without the art. 2 publications. The INPI will not record a trademark that travels with a fondo de comercio without proof of that Registro Público entry.

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