On July 15, 2024, the Inspeccion General de Justicia (“IGJ”) published in the Official Gazette Resolution IGJ No. 15/2024 (the “Resolution”), which establishes new rules that replace Resolution IGJ 7/15 and the general resolutions issued thereafter, in the exercise of the functions and powers resulting from Law 19,550, as amended, Law 22,315 and Decree 1493/82.
The Resolution approves the rules concerning Annex “A” and Annex “B”, introducing different modifications, among them:
- Local Companies:
- The requirement and control of substantial plurality of partners in commercial companies is eliminated.
- Requirements such as minimum and maximum amounts and integration of capital stock are eliminated.
- The registration of professional partnerships is simplified.
- The regulation of the cumulative voting regime for the election of directors and members of the supervisory board is simplified.
- The “accordion operation” is allowed, which reduces the capital to zero and simultaneously increases it, provided that the rights of the shareholders are not affected.
- The obligation to report early dividends to the IGJ is eliminated.
- The requirement to provide a certificate of inhibitions for corporate reorganization processes is eliminated, as well as the requirement of publication of notices in the assignment of shares of Limited Liability Companies.
- The possibility of making capital contributions in digital assets for the incorporation of companies and capital increases is incorporated.
- The requirement to establish an issue premium in capital increases in cash or with the application of the limitation of the preemptive subscription right is eliminated.
- The obligation to give a specific destination to the positive results of the fiscal year is eliminated.
- The stipulation that established the treatment of irrevocable contributions within the fiscal year of their realization is eliminated, and that the agreement that implements them must contain the term within which they must be resolved.
- Foreign Companies
- The requirement to prove assets located abroad in order to register branches, seats or permanent representations of companies incorporated abroad or to incorporate or participate in a local company is eliminated.
- The requirement to prove assets located abroad in order to register branches, seats or permanent representations of companies incorporated abroad or to incorporate or participate in a local company is eliminated.
- The Annual Information Regime (“RIA”) is eliminated.
- The Registration of Isolated Acts and the obligations associated with such registration are eliminated.
- The registration of off shore companies is admitted, but a restrictive criterion is applied when considering their registration.
- The obligation to prove the beneficial owners of companies incorporated abroad is maintained.
- General Modifications
- The obligation to keep the corporate books at the registered office refers to the “support on which the information is stored” (pen drives, other supports) and not to the servers on which the information is processed.
- As a support for the conservation of accounting documentation kept by mechanical, magnetic, optical or other means, the possibility of materializing it in files identified with a “hash” is incorporated.
- The information to be provided in cases of authorization of mechanical, magnetic or other means is simplified, eliminating the biannual filing, although the annual filing is maintained.
- The obligation to file financial statements with the IGJ is eliminated.
- The simplified and deregulated regime established in General Resolutions IGJ No. 11/2024 and No. 12/2024 is maintained.
- Churches, confessions and religious communities, as well as horizontal property consortiums domiciled in the Autonomous City of Buenos Aires, are enabled to voluntarily register with the IGJ and be able to have their books stamped.
- The registration procedures for the incorporation, development, dissolution and liquidation of all civil society organizations are simplified.
- Simplified and free procedures are incorporated for the incorporation of small-sized civil associations without having to resort to a public deed or a professional pre-qualification opinion.
- The system of convocations is simplified and the possibility of summoning associates and authorities by e-mail is incorporated.
- The admission by DNU 70/2023 to enable the participation of civil associations and foundations in corporations is regulated.
The Resolution will become effective on November 1, 2024.
