On March 22, 2012 General Resolution No. 3293/12 of the Tax Authorities (the “Resolution”) which replaces the Resolution No. 2763 was published in the Official Gazette. Such Resolution sets forth a mandatory reporting system for holders of shares, directors, managers, administrators, trustees, members of supervisory boards and representatives of Argentine companies.
The Resolution sets forth an “Annual Information Regime of Regulated Entities”, a “Registration of Operations Regime”, and a “Regime for Updating Corporate Authorities”.
The Resolution states the subjects mentioned above shall act as agents of information in relation with:
- Natural persons and undivided heirs, companies, permanent establishments and holdings or involvement assets that by December 31st of each year are holders or have participation in the corporate assets or equivalent.
- Controlled and controlling entities related to the terms of Law Nº 19.550 and its amendments.
- Directors, managers, administrators, trustees and members of the supervisory board.
- Agents not included in the preceding paragraph whose mandate or representation has had effect for the declared year. In this sense, those authorized by Form F3283 shall not inform, nor the general agents referred to in the Section 4 of the General Resolution No. 2570 and its amendments.
For the filing if the information, an affidavit must be submitted using the application program located at AFIP’s website –www.afip.gov.ar– called “AFIP – DGI – CORPORATE HOLDINGS, MUTUAL FUNDS AND FOUNDATIONS AND CIVIL ASSOCIATONS – Version 4.0”.
The correspondent Fiscal Code is needed in order to use this application. The system is prepared to issue the relevant proof, functioning as acknowledgment.
This filing must be executed until the corresponding date of the subsequent year, according to the numbers of the CUIT of the information agent, these deadlines range from July 27 to March 31st.
Furthermore, the Resolution establishes a registration regime regarding transfer operations and/or total or partial cession of securities, stocks, and shares or equivalents in the corporate capital, and the amendments in relation with the conformation of governing bodies, administrators, and legal representatives of companies.
The deadlines to perform the registration will be of ten (10) working days from the date of transfer and/or cession, or since the aware of the operation.
The individuals subjected to the regime shall enter the option “Registration of Transfer of Corporate Shares” at AFIP’s website, with the respective Fiscal Code, in order to perform the registration.
The Registration of Operations Regime– Title II – applies to transfers and/or cessions made from January 1st, 2012.
Finally the Resolution establishes a Regime for the Update of Corporate Authorities – Title III–. Such information shall be filed online at AFIP’s website, within the option “Update of Corporate Authorities”.
This obligation must be fulfilled within ten (10) working days from the date of the occurrence of any of the following facts: (i) registration before the AFIP in the case of companies starting activities; and, (ii) amendment of situations previously informed.
The Regime for the Update of Corporate Authorities applies to entries and amendments made as from January 1st 2012.
The Resolution provides a list of subjects exempted from the obligation to act as agents of information and/or registration:
- School cooperative associations with authorization granted by public authority.
- Associations, foundations and other nonprofit persons of ideal existence that allocate the funds they manage to the promotion of hospital activities under the scope of the national, provincial or municipal administration, and/or officially recognized volunteer firemen.
- Joint ventures and collaborative groups.
- Companies and societies whose capital owned by national, provincial or municipal entities, among others.
The Resolution came into force on March 22, 2012.