Argentine corporate law
On April 13, 2026, General Resolution No. 1/2026 (the “Resolution”) issued by the Inspector General of Justice (Inspección General de Justicia, the “IGJ”) was published in the Official Gazette of the Argentine Republic. Through this Resolution, clarifications are provided regarding the nature of the registration and tenure in office of directors, legal representatives, and corporate officers (hereinafter, the “administrators”), and amendments are introduced concerning guarantees.
The Resolution establishes that the registration of the appointment or removal of administrators is declarative in nature and not constitutive, with the legal effects of such acts arising from the date of the valid corporate act that approved them.
Likewise, it provides that the lack of registration, in itself, does not invalidate acts duly performed by duly appointed administrators, nor does it prevent the exercise of the functions inherent to their position, without prejudice to the legal obligation to complete such registration.
Furthermore, the Resolution reinforces the principle of protection of good faith by establishing that third parties who are aware of the appointment of corporate authorities may not challenge their authority based on the lack of registration.
With regard to the tenure of administrators, the Resolution establishes the following:
- Continuity of office: the expiration of the term of appointment does not automatically result in termination of the position but rather entails a legal continuation aimed at ensuring the functional continuity of the legal entity.
- Non-opposability against third parties: the company may not invoke the expiration of the mandate against third parties acting in good faith until a new appointment has been made.
Finally, with respect to guarantees, the Resolution expressly incorporates sworn surety as a valid form and simplifies the requirements for the preliminary legal opinion, requiring only a sworn statement confirming compliance with the guarantee in the manner provided for in the bylaws.
The Resolution entered into force on April 14, 2026.
