On October 6, 2017, Resolution No. 8/2017 (the “Resolution”) of the Argentine Business Entities Controlling Body (“IGJ”) was published in the Official Gazette. This Resolution introduces amendments to IGJ Resolution No. 6/2017 which approved the rules related to the Argentine Simplified Corporations (“SAS”).
The Resolution introduces the following amendments:
- Articles of incorporation made by a notarially recorded instrument: the notary public of any jurisdiction must digitally sign the instrument through the system of digital signatures of the applicable Association of Notaries Public.
- Incorporation under a digitally signed document: the last shareholder to sign must use his digital signature to execute the document. If the SAS is composed of only one shareholder, the shareholder´s signature must be digital.
- Notary Public´s opinion: the document must be digitally signed by the notary public through the system of digital signatures of the Association of Notaries Public of the City of Buenos Aires or of the Province of Buenos Aires, system of which enables individuals to verify whether the notary´s professional license is in force.
- Corporate name: in the event the SAS is incorporated following the sample articles of incorporation and bylaws, its corporate name must not include the words “Argentina” or “Mercosur”. Moreover, the chosen name cannot be the same or similar to other existing names nor include terms or expressions contrary to the law, public order or proper conducts. Failure to do so will lead the SAS authorities to be liable to third parties for the chosen corporate name.
- Corporate purpose: the Resolution provides for the possibility of including industrialization activities within the SAS corporate purpose.
- Term: in the event the SAS authorities do not apply the term set forth in the sample articles of incorporation and bylaws, the corporate term of existence must be ascertained as agreed by the shareholders.