On July 15, 2024, the Inspección General de Justicia (“IGJ”), issued General Resolution 15/2024 (“Resolution”) which replaces Resolution No. 7/2015 and its amendments.
The new Resolution introduces several important amendments to the current regulations, applicable to foreign companies as well as to local companies and other entities. These amendments seek to simplify registration procedures, eliminate certain requirements and administrative controls, and make regulations more flexible in order to promote investment and facilitate business activity. The following are some of the most relevant changes:
1. For Foreign Companies:
- It will no longer be necessary to prove ownership of assets located outside the country for the registration of branches, offices or permanent representations of companies incorporated abroad, nor to register in order to participate in local companies.
- The possibility of registering changes of domicile both from and to the Autonomous City of Buenos Aires is regulated.
- The registration process for the appointment and termination of representatives is simplified.
- The obligation for representatives of foreign companies registered under Article 118 of the General Corporations Law (LGS) to provide guarantees is eliminated, thus aligning with the provisions already in force for companies registered under Article 123 of the same law.
- The annual informative regime and the Register of Isolated Acts are abolished, together with the obligations related to the latter.
- The registration of offshore companies is allowed, although in a restrictive manner.
2. For Local Corporations:
- The supervision on the effective plurality of partners is eliminated.
- The corporate purpose is allowed to be multiple, without the need for the different categories of legal acts to have a connection with each other.
- The General Inspection of Justice (IGJ) will no longer be able to prevent the registration of companies whose capital stock is considered inappropriate in relation to their corporate purpose.
- For the incorporation of companies, it will be possible to prove the integration of the capital by means of a deposit or transfer to the bank account of the administrators or of the authorizing notary.
- The possibility of making contributions of digital assets is introduced, specifying in the articles of incorporation the type, amount and value assigned to the assets contributed.
- Certain restrictions on the form of incorporation, duration and minimum amount of guarantees to be provided by the directors and managers are eliminated, allowing the deposit of funds in the corporate treasury.
- The requirements to hold remote meetings of the corporate bodies are made more flexible, and it is established that in the event that the bylaws are silent on the matter, the provisions of Article 158, paragraph a) of the Argentine Civil and Commercial Code will be applied.
- The term to request the cancellation of registered companies without activity or liquidation is extended from five to six years.
- The requirement of issuance of shares with premium in cases of capital increase not subscribed by all the partners is eliminated.
- The regime of irrevocable contributions on account of future capital increases is simplified, establishing that such contributions will remain recorded in shareholders’ equity without a maximum term for their capitalization or reimbursement.
3. Transfers of Goodwill:
The requirement to submit a certificate proving that the transferor is not inhibited to dispose of or encumber its assets, for the registration of transfers of commercial and industrial establishments under the regime of Law No. 11,867, is eliminated.
4. Partnership and Trust Agreements:
The obligation to file statements of net worth for associative contracts and to file annual financial statements for trust contracts with the IGJ is abolished.
5. Accounting Regime:
- The requirement of an “extended report” is limited exclusively to the companies mentioned in Article 299 of the LGS.
- The obligation to assign a specific destination to the positive results of each fiscal year is eliminated.
- The regime for the substitution of accounting books for digital versions is extended and facilitated.
6. Civil Associations and Foundations:
- The prohibition that prevented civil associations and foundations from acquiring shares of corporations for valuable consideration is eliminated.
- The regime of information on the origin of funds for civil associations and foundations that receive donations or contributions from third parties is simplified.
7. Non-Business Person and Other Entities:
- Any person that is not required to keep accounting records may apply for registration in the Public Registry in order to be entitled to have books initialed for specific needs. Likewise, companies under Section IV of the LGS may register in order to have access to certified books and keep regular accounting records.
- Churches, confessions, communities or religious entities authorized to worship under Law No. 21,745 are authorized to register and have a regular accounting system.
- Horizontal property consortiums may also register in the Public Registry in order to have initialed books and keep a regular accounting system.
The new Resolution will become effective on November 1, 2024.
