Mining 2025

ARGENTINA Law and Practice Contributed by: Sebastián P. Vedoya, Sergio Arbeleche and Dolores Cattaneo, Bruchou & Funes de Rioja

regime, and immediate access to international arbitration in case of violation of the regime by the government. 4.3 Transfer Tax and Capital Gains on the Sale of Mining Projects Argentina law provides several types of legal entities by means of which business activities may be carried out in Argentina. The corporation ( Sociedad Anónima or SA), the wholly owned corporation ( Sociedad Anónima Unipersonal or SAU) and the limited liability company ( Socie- dad de Responsabilidad Limitada or SRL) are the most common types of business organisations used as investment vehicles. Act No 27,349 issued on 12 April 2017 created a new type of legal entity, the simplified corporation ( Sociedad por Acciones Simplificada or SAS). Gains derived from the transfer of SA, SAU and SAS shares, SRL quotas and other securities are subject to income tax, regardless of the type of person who obtains the income (unless an exemption applies). Capital Gains For tax periods starting on 1 January 2021 inclu - sive, capital gains obtained by Argentine cor - porate entities derived from the sale, exchange or other disposition of shares are subject to a progressive income tax rate (from 25% to 35%, depending on the accumulated taxable net income) according to the amendments intro - duced by Law No 27,630 to the ITL. In certain cases, the cost of acquisition of the shares may be updated using a specific inflation index. Income obtained by Argentine resident individu - als and undivided estates from the sale of shares is subject to income tax at a 15% rate on net income, unless the securities were traded on a stock market or have public-offering authorisa -

tion, in which case, under certain conditions, an income tax exemption applies. In certain cases, the cost of acquisition of the shares may be updated using a specific inflation index. Capital gains obtained by Argentine resident individuals and by non-Argentine residents derived from the sale, exchange or other dispo - sition of shares are exempt from income tax in the following cases: • when the shares are placed through a pub - lic offering authorised by the Argentinian Securities Exchange Commission ( Comisión Nacional de Valores or CNV); and/or • when the shares are traded in stock markets authorised by the CNV, under segments that ensure priority of price-time and interference of offers; and/or • when the sale, exchange or other disposi - tion of shares is made through a tender-offer regime and/or exchange of shares authorised by the CNV. If the exemption does not apply, the gain derived by non-Argentine residents from the disposition of shares is subject to income tax at either a 15% rate on actual net income or a 13.5% rate on the gross sales price to the extent the seller resides in, and channelled its funds through, a co-operative jurisdiction. Non-cooperative juris - dictions are those listed under Article 24 of the ITL’s implementing decree. These income tax rates may be reduced in cer - tain scenarios, due to the application of a treaty to avoid double taxation. The ITL also provides capital gains taxation on the indirect sale of Argentine assets to the extent certain conditions are met.

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