On 10 July 2024, Resolution No. 64/2024 (the “Resolution”) was published in the Official Gazette of the Province of Buenos Aires, which incorporates the current legal framework of the Public Registry of Commerce of the City of Buenos Aires.
This Resolution (i) revokes Chapter VI of General Provision No. 45/2015 of the Provincial Directorate of Legal Entities of the Province of Buenos Aires, which regulated foreign companies and (ii) establishes a new procedure for foreign companies.
The new Resolution requires almost the same information and/or documentation that was requested by the Inspección General de Justicia de la Ciudad Autónoma de Buenos Aires (“IGJ”) under the direction of Dr. Ricardo Nissen. Registered companies and those in the process of registration must submit, among other documents, the following:
a. Identification of the partners or shareholders at the time of application for registration, including details of shareholdings, votes and percentage of share capital.
b. The legal representatives must constitute and maintain a guarantee in force until the cancellation of their registration as representatives.
c. Detailed identification of non-current fixed assets abroad, indicating their value according to the latest balance sheet approved by the company.
d. For investment corporations in stock exchanges or stock markets, a certificate issued by a professional in economic sciences of the jurisdiction of origin on the operations of the year prior to the beginning of the procedure.
e. An Investment Plan signed by the legal representative of the company or the designated representative in Argentina, indicating the local companies in which it intends to participate or incorporate.
f. Presentation of an Annual Information Regime.
g. Vehicle Companies:
i. Must be declared at the time of their original registration in Argentina.
ii. The registration of more than one vehicle company per group will not be admitted.
h. Foreign companies that participate in local companies registered in the Province of Buenos Aires must register with the Dirección Provincial de Personas Jurídicas in accordance with Article 123 of Law 19.550. The registration in local Public Registries where the foreign company does not carry out any activity shall not be enforceable against the investee company and the Dirección Provincial de Personas Jurídicas.
This regulation will enter into force five working days after its publication in the Official Gazette, and will also apply to foreign companies in the process of registration.
