On February 21, 2020, Resolution 2/2020 of the General Inspection of Justice (IGJ) was published in the Official Gazette.
This new Resolution repeals the General Resolution of IGJ 6/2018 which had introduced changes to the General IGJ Resolution 7/2015 relating the Foreign Companies registration and its fiscalization regime in terms of sections 118 and 123 of the Commercial Companies Law (LSC).
The terms prior to the issuance of the aforementioned general resolution are restored to all normative texts that were repealed, modified or replaced by it.
The introduced changes are:
- For registration purposes, the accreditation of the development of significant economic activity in their country of origin requirement and that the center of such activity is carried out there is also reestablished, in addition, the partners of the foreign company must be individualized.
- In order to comply with the annual information regime, it is required to file documentation that accredits the maintenance of substantial economic activity abroad and identifies its shareholders.
- An attorney appointed directly by the main company can no longer represent foreign companies duly registered with IGJ. These companies should to be represented only by their registered legal representative and / or by proxy appointed by the parent company, in order to comply with the acts set in the Resolution and attendance at shareholders’ meetings of corporations or equivalent bodies in the remaining corporate types.
- Legal representatives of foreign companies must establish and maintain a guarantee for an amount equivalent to five times the minimum share capital established for local corporations – currently set at $ 100,000 – for each legal representative, until the cancellation of their registration as representatives with an additional term of three (3) years.
Representatives of companies that request their registration, and the replacements of terminating representatives, must prove the constitution of the guarantee with the documentation of the respective application. Legal representatives in exercise at the time of the entry into force of the Resolution must do so with the first presentation in compliance with the annual information regime. - It is required again to indicate a special electronic address (email) of the parent company.
- The possibility of creating offshore companies is restricted, and these must be registered in order to comply with Argentine legislation.
- “Vehicle” companies, investment instruments of other foreign companies to participate in other companies, must comply with additional requirements at the time of registration with IGJ.
- The entire chapter referring to the Isolated Acts performed by companies incorporated abroad was reinstated (Chapter III of Title III of Book III of General Resolution 7/2015). In this way, the power of the General Inspectorate of Justice is restored to be able to deem them as acts framed in the terms of articles 118 and 124 of the LGS, and to be able to request certain companies to register in such a way accordingly .
- The grounds for which the registration of the dissolution of the branches, seats or representations and the cancellation of the previous original registration were restored. These are:
- For repeated breaches of the presentation of the annual information regimes.
- By breach of the adequacy of the company to local legislation, where applicable in relation to the presentations referred to in the previous paragraph.
