An Argentine startup hires a US artificial intelligence platform. The agreement combines API access, licensing of language models, implementation know-how transfer, and professional support services. Does that contract need to be registered with INPI? What happens if it is not? Can the company deduct that payment under Corporate Income Tax?
These questions are now urgent and concrete. Since February 10, 2026, INPI Resolution 38/2026 completely redesigned the procedure for registering technology transfer agreements in Argentina, repealing rules in force since 2005. The change simplifies procedures but transfers legal and fiscal responsibility to companies: those who declare incorrectly bear the consequences.
What does INPI Resolution 38/2026 say?
Published in the Official Gazette on February 2, 2026, Resolution 38/2026 repeals Resolution P-328/2005 and approves a new Regulation for the Registration of Technology Transfer Agreements under Law 22,426. Key changes: elimination of the negative list that blocked many tech contracts from registration; removal of apostille and consular legalization requirements; INPI no longer evaluates economic substance (that responsibility now falls on the declarant); and explicit admission of intra-group agreements between related companies.
Who is affected? The case of AI contracts
Law 22,426 covers agreements related to the transfer, assignment, or licensing of trademarks and technology. Decree 580/81 includes patents, industrial models, and technical knowledge for manufacturing or services, covering algorithms, AI models, and implementation know-how. Registration also requires alignment with Article 104(a) items 1 and 2 of the Income Tax Law, covering deductible payments for technical assistance, engineering, specialized consulting, and licensing of industrial property rights.
The practical problem: contemporary AI contracts are hybrid. They combine API access, pre-trained model transfer, implementation services, and SaaS platform access. The resolution requires analysis not of the contract's name but of the economic value being transmitted. If the core of the agreement involves the recipient acquiring exploitable technical knowledge, Law 22,426 likely applies. If professional services without autonomous technology transfer predominate, the classification may differ, and registration would be inappropriate.
What should companies do?
1. Audit existing contracts with foreign tech providers: identify all agreements with US or other foreign providers involving software, AI, know-how, algorithm licensing, or tech services, including OpenAI, Microsoft Azure, AWS, Google Cloud, automation platforms, and AI consultants. 2. Legally classify each contract based on economic substance, not the contract label. 3. Register qualifying contracts with INPI under the simplified new procedure (no apostille, no consular legalization). 4. Document the technical nature of the service: ARCA retains substantive review and can disallow deductions if actual knowledge transfer cannot be demonstrated. 5. Review future term sheets with AI providers to include clauses that precisely describe what technology or knowledge is being transferred.
Conclusion
INPI Resolution 38/2026 simplifies procedures and modernizes a regime that had gone more than twenty years without structural reform. But simplification comes with a cost: it removes bureaucracy and transfers responsibility. Startups and tech companies paying foreign AI providers and deducting those payments under Ganancias must urgently review whether those contracts are correctly classified, registered, or properly excluded from the regime for documented legal reasons. At Kaplan Abogados, we advise startups, tech companies, and investors on structuring and reviewing technology contracts with foreign providers. Contact us at kaplanabogados.com