On May 13, 2026, Resolution 3/26 (the “Resolution”) issued by the General Inspectorate of Justice (Inspección General de Justicia – the “IGJ”) was published in the Official Gazette. The Resolution simplifies various procedures related to commercial companies and amends the corporate registration regime.
What does the Resolution change?
The Resolution enables remote meetings and electronic domiciles, and simplifies procedures relating to guarantees, acceptance, resignation, and replacement of directors.
The main provisions of the Resolution are briefly described below:
- Remote meetings: Companies may hold remote meetings, unless expressly prohibited by their bylaws, provided that simultaneous communication among all participants is ensured.
- Freedom of form for guarantees: Deposits, government securities, surety insurance, suretyships, sworn guarantees, or other means set forth in the bylaws or approved by the shareholders’ meeting are all accepted. No additional proof will be required where compliance arises from the instrument itself, funds are deposited with the company, or verification is entrusted to the supervisory body, a sworn statement in the pre-qualification opinion being sufficient. Additionally, alternate directors are only required to provide a guarantee upon actually assuming office.
- New remedies against unjustified or contradictory delays, objections, or requests that exceed the authority permitted by law, in response to which the applicant may:
– recuse the inspector;
– request hierarchical review; and/or
– file a prompt-dispatch motion.
- Greater clarity for the registration chain of title: Successive registrations require the prior or simultaneous registration of the underlying acts.
- Simplified acceptance of office: Acceptance of office may be evidenced by the minutes, a note bearing an electronic or digital signature, or verification by the opining attorney.
- Assumption of office by alternate directors: An alternate director may assume as a full director following a declaration of vacancy. If the board lacks quorum, alternate directors who have accepted their appointment may directly assume office, declare the vacancy, and fill the vacant positions.
- Electronic domicile: Directors may establish an electronic domicile pursuant to Article 75 of the Civil and Commercial Code.
- Non-simultaneous resignations and new appointments are subject to a simplified procedure.
Unaddressed resignations: A specific procedure is established enabling a director to register their resignation when the company fails to act on it.
Why does it matter?
The Resolution represents a concrete and practical shift in the way commercial companies are managed in Argentina. If you manage, serve on, or advise a company, these changes allow you to operate more efficiently: meetings by videoconference, less red tape to evidence directors’ guarantees, and a clear path to resolving critical situations such as unaddressed resignations or board vacancies, reducing friction in day-to-day corporate procedures and recognizing digital tools as valid instruments for corporate governance.
Entry into force:
The Resolution entered into force on May 14, 2026.
