One Bullet for Two: Natural Person, Legal Person

and the Dilemmas of Criminal Tax Extinction Following Law 27,799

By Gala Garriga and Rodrigo Diaz

Law 27,799 on Fiscal Innocence amended Article 16 of the Criminal Tax Regime; however, it not only failed to resolve the structural conflicts of the legal mechanism, but it also deepened them, creating a more restrictive, asymmetrical, and dogmatically unstable system. This paper analyzes how extinction through payment, the most benign criminal law, the new grounds for non-reporting under Article 19, and the exclusion of Article 59(6) of the Criminal Code interact in a scenario where legal persons face new asymmetries that legal doctrine has not yet explored.

I. Introduction

Argentine criminal tax law has an acknowledged weakness: it legislates on impulse. Each reform of the Criminal Tax Regime (hereinafter, the “CTR”) responds to fiscal or political emergencies rather than to a coherent dogmatic design. And within this landscape of superimposed patches, few legal mechanisms have experienced as many twists and turns as the one that forensic practice christened, with more expressiveness than rigor, the “silver bullet.”

As legal doctrine has pointed out, the evolution of the Argentine criminal tax regime shows a marked absence of coherence in legislative policy, in which decisions regarding punitive matters often appear subordinated to revenue-collection needs rather than to a systematic logic of criminal policy.

The silver bullet mechanism can be defined as the possibility of extinguishing criminal action through the full payment of the evaded obligation.

As Riquert has maintained, “(…) what is at issue is the unconditional and total acceptance and cancellation of the obligations evaded, improperly taken advantage of, or improperly collected, along with their accessories. In other words, one must accept the tax claim and pay it. This is the essence that nurtures what turns out to be an expression of the principle of prosecutorial discretion: in exchange for redressing the damage caused, the choice is made to dispense with the full exercise of criminal action…”.

Law 27,799, known as the Fiscal Innocence Law and enacted on January 2, 2026, substantially amended Article 16 of the CTR. It also introduced modifications to the thresholds of punishability—rendering the vast majority of pending criminal tax proceedings non-punishable—and incorporated a 50% surcharge as a condition for extinction when criminal action has already been initiated, and—perhaps most relevant to the purpose of this paper—expressly excluded the application of integral reparation, provided for in Article 59(6) of the Criminal Code (hereinafter, the “CC”), to tax offenses.

However, there is a problem that the reform did not address: what happens to the “silver bullet” when both a natural person (the manager, the director, the administrator, among others) and a legal person (for example, the company subject to the tax obligation) coexist in the same criminal proceeding? The question is not theoretical. A ruling by the Federal Court of Appeals of Mar del Plata, handed down before the enactment of Law 27,799, exposed the cracks in the system with a clarity that deserves to be revisited in light of the new regulatory framework.

II. The “Familia R. SRL” Case: The Crack That the Law Did Not Close

In April 2024, the Federal Court of Appeals of Mar del Plata delivered a judgment in the case “Familia R. SRL re: simple tax evasion.” The facts were as follows: the company had evaded Income Tax for the 2020 fiscal year in the amount of $5,670,841.72 by failing to file its tax return on time and subsequently filing two misleading tax returns with a zero balance. The managing partner, A. R., was indicted in his capacity as representative of the legal entity.

The conflict arose when the first-instance judge declared the criminal action extinguished and dismissed the charges against A. R. pursuant to Article 16 of the CTR, but did not extend the dismissal to the legal person. In a clarifying resolution, the magistrate held that the sanctions applicable to a legal person require, as an indispensable condition, a conviction of one of its representatives, and that since the criminal action regarding the natural person had been extinguished, the case had been “concluded.”

The Prosecution appealed, and here lies the paradox: the Public Prosecutor's Office requested that the legal person also be dismissed. The argument was precise: if the SRL was not formally included in the extinction, it kept its “silver bullet” intact to use in the future, whereas the law provides that the benefit is granted only once for each obligated natural or legal person. Put differently: the prosecution asked for the accused to be dismissed in order to prevent it from going unpunished later.

The Court of Appeals overturned the clarifying resolution and ordered the dismissal of the SRL. To do so, it relied on the jurisprudence of the National Court of Appeals in Economic Criminal Matters (hereinafter, the “CNAPE”) and on doctrine that recognizes the autonomous criminal liability of legal persons in tax matters. The reasoning was as follows: if the legal person is subject to independent criminal sanctions pursuant to Article 13 of the CTR, it can be indicted, it can defend itself, and it can—and must—be dismissed. If it is not included in the dismissal, it is left in a procedural limbo that allows it to recycle a benefit intended to be unrepeatable.

The ruling is correct in its conclusion. However, it illuminates a structural problem that Law 27,799 did not resolve and that, as we shall see, worsened in several respects.

III. The Reformed “Silver Bullet”: What Changed and What Did Not

III.1. The New Article 16 of the CTR

In the previous wording of Article 16, it was provided that the tax administration would refrain from filing a criminal complaint in those cases where the evaded obligations, together with their accessories, were paid in full prior to the filing of such complaint. Likewise, in the event that criminal action had already been initiated, it would be extinguished if full payment was made within thirty (30) business days following notification of the indictment. This benefit of criminal action extinction was exceptional in nature, and could be used only once by each natural or legal person.

For its part, the current version of Article 16 maintains the possibility of avoiding the filing of a criminal complaint through the full and unconditional payment of the obligations and their interest prior to its filing, also preserving its character as a one-time-use benefit. However, it introduces a substantial modification in cases where criminal action has already been initiated. In such cases, to achieve its extinction, the defendant must not only pay the entirety of the debt and its interest, but must also pay an additional amount equivalent to fifty percent (50%) of the total owed. The deadline to comply with said obligation continues to be thirty (30) business days from reliable notification of the indictment.

Within this framework, three main differences between both regimes can be identified. First, the introduction of a fifty percent (50%) financial surcharge on the total debt and interest stands out in those cases where extinction of the criminal action is sought once initiated, a requirement that did not exist in the previous legislation, which only required payment of the amount owed and its accessories. Second, a terminological change is observed, as the concept of “accessories” was replaced by that of “interest” to refer to the amounts that must accompany the principal obligation. Finally, a systematic relocation of the one-time-use limit is observed; whereas in the previous wording it was established as a closing clause referring to the extinction benefit in general, in the current version it is expressly incorporated into the first paragraph, linked to the administration’s authority to refrain from filing a criminal complaint.

But there is a fourth change, less visible and more significant, which a large part of the initial legal doctrine failed to notice: the “only once” clause applies only to the first mechanism (not filing a complaint), not to the second (extinction through payment with a 50% surcharge). Recent doctrine has pointed out that the new text of Article 16 failed to reproduce that limitation regarding the extinction scenario, shaping a mechanism that abandons the absolute exceptionality of the previous regime and approaches a form of special criminal reparation—more burdensome, but not limited in its recurrence by the current statutory text. Along the same lines, Vidal Quera maintains that this option “is not limited to one-time use.” And even from the draft bill stage, it had been warned that the text “limits one-time use to the mechanism of refraining from filing a criminal complaint, but leaves its repeated use open for natural and legal persons in the event of extinction of the action through payment within the framework of criminal proceedings.”

The grammatical structure of the rule confirms this reading. The new Article 16 has two substantive paragraphs. The first establishes that ARCA “will not file a criminal complaint” when the debt is paid prior to the complaint, and immediately adds that “the restriction on filing a criminal complaint shall be granted only once.” The subject of the singularity clause is unmistakable: it refers to the “restriction on filing a criminal complaint,” not to extinction in general. The second paragraph, separated by a line break, governs the extinction of a criminal action already initiated through aggravated payment, and contains no reference to singularity. Had the legislator intended for both mechanisms to be for one-time use, it would have sufficed to add “only once” at the end of the article, covering both scenarios. It did not do so. And in criminal matters, strict interpretation is the rule.

III.2. What Did Not Change: The “Only Once” and Its Inaccuracies

Law 27,799 kept unchanged the clause limiting the benefit to a single time for each obligated natural or legal person. And by keeping it, it perpetuated all the ambiguities that legal doctrine had been pointing out since 2017.

When is the silver bullet “spent”? When paid before the complaint? When paid after the indictment? When the judge issues the dismissal? The criminal law is not clear on which of the two benefits (the waiver of the complaint or the extinction proper) consumes the “only once.” The 2026 reform had the opportunity to clear up this uncertainty and failed to do so.

Far from operating as an exceptional criminal policy mechanism oriented toward regularization, the “silver bullet” has transformed into a mechanism whose normative boundaries are difficult to define, especially when parties of different legal natures are involved.

Now, the problem worsens when both a natural person and a legal person are involved in the proceeding. Because the clause reads “for each obligated natural or legal person,” which allows for at least two interpretations: that each has its own independent silver bullet, or that the use of the benefit regarding the tax obligation of the company consumes the bullet of all those involved in that evasion. The “Familia R. SRL” case shows that this ambiguity is not academic: it carries concrete procedural consequences.

IV. The Legal Person as Defendant: Between Article 13 of the CTR and Procedural Reality

Since the enactment of Law 26,735 in 2011, and its retention by Article 13 of the CTR (Law 27,430), the criminal liability of legal persons in tax matters has been beyond legislative dispute. The legal entity can be sanctioned with fines, total or partial suspension of activities, suspension from participating in public tenders or biddings, cancellation of legal personality, loss or suspension of state benefits, and publication of an excerpt of the conviction. These sanctions are imposed independently of those that may correspond to the natural persons who were involved.

What is not resolved with equal clarity is the procedural regime applicable to that indictment. The National Code of Criminal Procedure (hereinafter, the “CPPN”) was not designed for indicted legal persons. There is no specific chapter regulating how the indictment is served on it, how it exercises the right to defense, or how the “silver bullet” mechanism applies to it. The Federal Court of Appeals of Mar del Plata in “Familia R. SRL” correctly noted that Article 72 of the CPPN does not restrict defendant status to natural persons, as it refers only to the term “person,” which also encompasses legal entities.

However, practice shows that in many cases of tax evasion, the legal person is not formally indicted. ARCA's complaint is directed against the legal representative, who is the one who “acted on behalf of another” in the terms of the CTR itself. The investigation focuses on the conduct of the natural person. And when that natural person pays and the criminal action is extinguished, the case is closed without anyone questioning what happens to the legal person. This is what occurred in the first instance in “Familia R. SRL,” and it is what the Court of Appeals corrected. From this perspective, it is by no means what happens in all federal courts across the country. The CNAPE of the Federal Capital has maintained for years that the will of the legal person must be expressed through its representative to access the benefit of Article 16; however, this doctrine has not spread uniformly to interior federal courts.

V. The Closure of Article 59(6) of the Criminal Code: The Second Door That Was Shut

Law 27,799 introduced an unnumbered article following Article 16 of the CTR which provides, in unmistakable terms, that the form of extinction of criminal action regulated in Article 59(6) of the CC will not apply in the cases of the first paragraph of Article 16.

In the field of criminal tax law, the concept of integral reparation of damages tends to be equated with the full cancellation of the tax obligation, insofar as the payment of the omitted tax and its accessories presents itself as the main benchmark for considering the harm caused as satisfied.

This exclusion warrants careful analysis. Prior to the reform, jurisprudence had engaged in intense debate over whether the integral reparation of Article 59(6) of the CC could apply to tax crimes, beyond the specific mechanism of Article 16 of the CTR. Some courts—for example, in the “Ferreyra” case—accepted that avenue, reasoning that Article 16 of the CTR complements Article 59 of the CC, rather than excluding it.

The legislator has now taken a concrete stance: the CC avenue is closed. Only the specific avenue of Article 16 of the CTR remains. And that avenue, as we know, is for one-time use.

The consequences of this closure for the legal person are serious. Imagine the following scenario: an SRL evades VAT for the 2025 fiscal year in an amount exceeding $100 million. Criminal action is initiated against the manager and against the SRL. Both pay the debt in full and obtain a dismissal through extinction of the criminal action. Both spent their “silver bullet.” Three years later, the same SRL—now with a different manager—is investigated for a new evasion of Income Tax. The SRL cannot invoke Article 16 because it has already exhausted its one-time use. Nor can it resort to Article 59(6) of the CC because Law 27,799 expressly excluded it. The legal person is, literally, in a criminal dead end.

Notice the asymmetry: the new manager, a natural person who took no part in the first evasion, keeps their own “silver bullet” intact. But the company, which is the tax obligor and for whose benefit the evasion was committed, no longer has any way out. This asymmetry does not appear to have been deliberate. Rather, it looks like an unintended effect of overlapping reforms.

At this point, the solution adopted by Law 27,799 also reveals a striking asymmetry when contrasted with the criminal liability regime for legal persons regarding crimes against public administration set out in Law 27,401. Indeed, that regime contains no express exclusion of the application of Article 59(6) of the CC, which makes it possible to maintain that integral reparation of damages remains operational as a ground for extinction of criminal action in that sphere. Consequently, a legal person investigated for corruption crimes—such as bribery—could access that avenue of extinction, while a legal person indicted for tax crimes is prevented from doing so by virtue of the exclusion introduced by the reform.

This difference in treatment is even more evident when considering that Article 4 of Law 27,401 limits the grounds for extinction of criminal action against a legal person to paragraphs 2 and 3 of Article 59 of the CC, without making any exclusionary reference to paragraph 6. Furthermore, that rule expressly establishes the autonomy of the legal person's criminal liability from the participating natural persons, providing that the extinction of criminal action regarding the latter does not affect the validity of the action against the collective entity. In this context, the absence of an exclusion analogous to the one provided for in the criminal tax regime reinforces the notion that the legislator has shaped, perhaps in a manner not entirely coherent, a system that is more restrictive for tax crimes than for the crimes regulated in the Corporate Criminal Liability Law.

The resulting system also does not seem to fully respect the principle of proportionality, insofar as it restricts avenues of extinction more severely in tax matters than in other areas of white-collar criminal law traditionally considered of greater institutional gravity.

In summary, the comparison between both regimes reveals a divergence that is difficult to justify from a criminal policy perspective: while in corporate liability matters—traditionally considered to involve greater institutional harm—the possibility of extinguishing criminal action through integral reparation persists, in the tax sphere that avenue has been expressly closed off, cementing a more rigid and limited scheme for legal persons.

VI. The New Grounds for Non-Reporting Under Article 19: A Second Shield for the Legal Person?

Law 27,799 also amended Article 19 of the CTR, incorporating four grounds on which ARCA must not file a criminal complaint. These grounds are independent of the “silver bullet” of Article 16 and, crucially, are not limited to a single time.

Regarding Article 19, the previous wording contemplated the revenue agency's authority to refrain from filing a criminal complaint in specific cases where the nonexistence of punishable conduct was manifest. In particular, this occurred when any potential tax harm derived from matters of statutory interpretation or from technical-accounting aspects linked to the tax assessment, and the significance of the disputed amount in relation to the total obligation for the period could even be weighed. Likewise, the same criterion was provided for when the determined adjustments resulted exclusively from the application of legal presumptions, without the presence of other evidentiary elements proving the existence of an unlawful act. In both cases, the decision had to be adopted by means of a duly substantiated act, with the intervention of the competent legal department and subject to the corresponding internal control mechanisms.

The current version of Article 19 maintains these traditional criteria—now organized under subsections (a) and (b)—yet introduces a significant expansion of the circumstances under which refraining from filing a criminal complaint is appropriate. Indeed, new grounds reflecting a logic of incentivizing voluntary compliance are incorporated. On the one hand, subsection (c) provides that there will be no complaint when the taxpayer has disclosed their interpretive or technical criterion in a substantiated and justified manner through a formal filing made prior to or concurrently with the tax return, provided there is no intent to distort the tax base. On the other hand, subsection (d) establishes the impropriety of a complaint in those cases where the taxpayer files tax returns—original or amended—prior to being notified of the initiation of an audit.

In this way, the reform not only preserves the classic scenarios linked to the absence of substantive illegality, but also incorporates tools aimed at promoting transparency and spontaneous regularization by the taxpayer. In turn, an improvement in legislative drafting is evident, as the scenarios are now presented in an orderly and exhaustive manner, facilitating their interpretation and application. Finally, it should be noted that the requirement of a substantiated decision, with a prior legal opinion and subject to oversight procedures, is expressly circumscribed to the scenarios provided for in subsections (a) and (b), which delimits more precisely the scope of the administrative requirements applicable to each case.

In this context, the grounds under Article 19 acquire a specific strategic dimension for the legal person. The legal entity that has already exhausted its “silver bullet” from the first paragraph of Article 16—or that prefers to save it—can find in these grounds, especially in subsection (c), a preventive shield of unlimited use. If the legal person formally documents its interpretive criterion before ARCA prior to filing each tax return, it is protected against a criminal complaint without consuming any benefit under Article 16. This tool, combined with tax compliance programs, allows the legal person to build a record of transparency that, in the event of a potential indictment, reinforces its defensive position in both administrative and judicial venues. The combination of these three instruments—non-reporting through payment (one-time use), extinction through aggravated payment (no express limit), and Article 19 grounds (no limit)—forms a map of defensive options that the legal person should evaluate strategically according to the circumstances of each case.

VII. The Most Benign Criminal Law and the Legal Person: The Third Factor in the Equation

The raising of punishability thresholds is, without question, the most visible effect of Law 27,799. Simple evasion went from $1,500,000 to $100,000,000. Evasion aggravated by amount went from $15,000,000 to $1,000,000,000.

The application of the principle of the most benign criminal law in the realm of tax crimes has gained particular relevance following the raising of punishability thresholds introduced by successive legislative reforms. This phenomenon has produced a significant impact on criminal prosecution, leading to numerous dismissals in those cases where the amounts investigated fell below the new legal limits. In this context, the precedent set by the Supreme Court of Justice of the Nation in the case “Vidal, Matías Fernando Cristóbal et al.” (10/28/2021) is fundamental to understanding the scope of that transformation.

In that ruling, the High Court established that amending punishability thresholds—such as those introduced by Laws 27,430 and 27,799—does not constitute a mere monetary adjustment, but rather an authentic criminal policy decision with substantive value judgment. Consequently, it expressly rejected the thesis of “inflationary adjustment,” characterizing it as dogmatic, and held that, as these are objective conditions of punishability, any modification excluding the criminal relevance of conduct must be applied retroactively for the benefit of the defendant, pursuant to the principle of the most benign criminal law. Likewise, the Court construed that the legislator's objective is to reserve criminal intervention for those cases of greater harmful significance, avoiding the criminalization of breaches of little economic consequence.

Based on this doctrine, the recent enactment of Law 27,799—known as the “fiscal innocence law”—has deepened this process by substantially raising punishability thresholds, prompting the review of numerous pending proceedings. In this vein, various courts have begun consistently applying the criterion set in “Vidal.” Thus, in the “GGM et al.” case, the Federal Chamber of Criminal Cassation (Panel III) considered that, since the investigated amounts were below the new statutory threshold, the conduct no longer fit the criminal offense, which justified the review of previous convictions. Similarly, in the “Fandos” case, Federal Oral Criminal Court No. 2 of Rosario ordered the dismissal of the defendants upon verifying that the sums involved were below the new punishability floors, emphasizing that, since the judgment was not final, the application of the more benign law operated by operation of law.

Now then, this dynamic has a specific consequence for the legal person that is decisive for the analysis proposed in this paper: when the dismissal is based on the application of the most benign criminal law—that is, on the subsequent non-punishability of the conduct for failing to reach the new punishability thresholds—the legal person does not consume its “silver bullet” under Article 16. Indeed, dismissal for lack of criminal character and extinction through payment are legal mechanisms of different natures and foundations: the former stems from the nonexistence of a crime; the latter, from an absolutory excuse conditioned upon payment. Consequently, the legal person that obtains a dismissal through this avenue keeps intact both the possibility of non-reporting of a complaint (first tool, one-time use) and extinction through aggravated payment (second tool, without express limit on recurrence). This distinction, which may seem obvious on a theoretical level, acquires enormous practical significance when considering that the absence of a centralized registry for the use of the benefit under Article 16 can generate disputes over whether the prior dismissal consumed the “silver bullet” or not. Conceptual clarity regarding the basis of each resolution is, therefore, an imperative for legal certainty.

The jurisprudential and regulatory evolution in this matter highlights a clear shift toward a more restrictive model of criminal intervention, in which determining punishability thresholds plays a central role as an instrument of criminal policy, with direct effects on the enforceability of the principle of legality and the guarantee of retroactivity of the more favorable criminal law.

VIII. Final Reflections

The analysis of Law 27,799 reveals that the reform of the criminal tax regime has not entailed a comprehensive reconfiguration of the system, but rather an additional layer of piecemeal solutions that, far from resolving pre-existing tensions, deepen them. In particular, the interaction between the extinction of criminal action through payment, the “only once” clause, the new grounds for non-reporting under Article 19, the exclusion of Article 59(6) of the CC, and the application of the principle of the most benign criminal law has resulted in a fragmented regulatory framework, with outcomes that do not always align with a coherent logic of criminal policy.

From a structural perspective, the reform shows a two-fold movement: on the one hand, a clear trend toward restricting criminal intervention by raising punishability thresholds and broadening the scenarios for non-reporting; on the other hand, a selective toughening of the system through the restriction of avenues of extinction once criminal action has begun. This hybrid design creates a paradoxical effect: while numerous cases fall outside the criminal system for quantitative reasons, those that do manage to enter face a regime that is more rigid and less flexible than the one previously in effect.

It is at this point that the situation of the legal person takes on particular importance. The combination of the “only once” clause and the exclusion of integral reparation under Article 59(6) of the CC sets up a scenario in which the collective entity may permanently exhaust its chances of extinguishing criminal action in the face of a single episode, leaving it exposed—in subsequent cases—to a regime with no equivalent exits. This consequence, in addition to creating an asymmetry with respect to natural persons, is aggravated when contrasted with other corporate criminal liability regimes, such as the one set forth in Law 27,401, where broader mechanisms for closing criminal conflicts remain available.

Far from being an explicit and systematically designed criminal policy choice, this asymmetry seems to stem from the accumulation of reforms that do not communicate with one another. The result is a system that, instead of providing predictability, introduces new uncertainties: not only regarding when the so-called “silver bullet” is “consumed,” but also concerning the subjective scope of the benefit when both natural and legal persons coexist in the proceedings.

In this context, jurisprudence should consolidate the approach that both extinction and dismissal must extend to the entire procedural scope—including both natural and legal persons—preventing the recycling of a benefit that was conceived as unrepeatable. For its part, a well-advised legal person will find in the grounds of Article 19—especially in the formal disclosure of interpretive criteria—a preventive mechanism of repeated use that can function as a first shield before resorting to Article 16. Furthermore, implementing tax integrity (compliance) programs is no longer a theoretical option but a strategic necessity: a legal person that documents its criteria and detects deviant conduct by its representatives not only positions itself better vis-à-vis the reformed system, but can also invoke mitigating factors in the grading of sanctions under Article 13 of the CTR.

From a practical perspective, a legal person facing a criminal tax contingency under the new regime should follow a sequential order of defensive tools. First, evaluate whether the grounds under Article 19—in particular the disclosure of interpretive criteria (subsec. c) or spontaneous amendment (subsec. d)—allow it to avoid a criminal complaint at no cost. Second, if the complaint has already been filed or is imminent, consider whether the application of the most benign criminal law due to the new punishability thresholds renders the conduct non-punishable, yielding a dismissal for lack of criminal character that does not consume the “silver bullet.” Third, resort to non-reporting of a complaint through full payment prior to the complaint (Art. 16, first paragraph), mindful that this benefit is for one-time use. And only as a last resort, utilize extinction through aggravated payment of 150% once criminal action has begun (Art. 16, second paragraph), which—under the interpretation argued here—would have no limit on repetition. This sequence is not arbitrary: it responds to a logic of lowest to highest cost and to the preservation of the most valuable defensive resources.

Ultimately, the reform introduced by Law 27,799 confirms an already entrenched trend in Argentine criminal tax law: that of legislating for emergencies without an adequate dogmatic integration of the mechanisms involved. This not only undermines the internal coherence of the system, but also compromises fundamental principles such as equality before the law, proportionality, and legal certainty. In this context, a comprehensive review of the regime is imperative to harmonize its distinct pieces and prevent solutions conceived as exceptional—such as the extinction of criminal action through payment—from creating structural distortions in criminal tax enforcement.