On November 23 2011 the General Resolution Nº 3/2011 (hereafter, the “Resolution”) issued by the Public Commercial Register (hereafter, the “PCR”) was published in the Official Gazette. The Resolution amends the procedure for communicating the PCR the change of authorities by civil entities.
Following the updating as a result of the Affidavit 1/2010, the PCR verified that a large numbers of civil entities have not properly reported the changes made in relation to its authorities and its corporate domicile. The PCR links the origin of such omission with the ambiguous wording of the relevant Sections of the General Resolution Nº 7/2005, and that is why the PCR in this opportunity tries to clarify the correct procedure.
Regarding the change of the corporate domicile, the Resolution establishes that civil entities must comply with the provisions of the Sections 388 or 393 for the purposes of the approval by the PCR; and with respect to the change of its authorities provides that, without prejudice of the filing of the subsequent process of holding the meeting and its corresponding documentation, civil entities must independently start the procedure provided by Section 427.
The amended Sections of the GR 7/2005 are 403 and 427, which were drawn up as follows:
Section 403: Within fifteen (15) working days after the conclusion of the regular meeting, the following documents must be filed:
- Copy of the regular meeting’s minutes, indicating the list of associated attendees discriminating the total number and the number of those who had the right to vote the day of the meeting; indicating if the meeting was held in first or second call.
- New copy of the financial statements, if it were modified by the meeting.
- If the meeting dealt with the renewal of the corporate authorities, the list of the members and the alternate members of the board and the supervisory body must also be filed, indicating their names, ID numbers, CUIT or CUIL, real domicile, position and its duration; without prejudice of the independent filing before this Organization of the procedure provided by the Section 427”
“Directive Committee. Precautions.
Section 427: Civil associations, in cases which modify the board’s composition, shall file within fifteen (15) days of the change occurs:
- Form of performance and professional opinion indicating the cause of such modification, and if applicable, the statutory provision which authorizes it.
- First testimony of the public deed or original private instrument signed by the president and the secretary of the entity, whose signatures must be certified by a notary and shall contain the transcription of the minutes of meeting designating the new authorities, indicating the folios and the rubric’s dates of the relevant Minutes Book. Copies in normal and protocol size must be attached.
- List of members and alternate members of the board and the supervisory body, indicating their names, ID numbers, CUIT or CUIL, real domicile, position and its duration, and affidavit of each member in which they establish especial domicile and state that they are not subject to disabilities or legal or regulatory incompatibilities to take those qualities.
The filing required by this Section may be carried out through urgent procedure, applying the procedure provided in Section 51 and the non-compliance on time enables the application of sanctions under Sections 12 and 14 of Law Nº 22.315.”
The Resolution will come into force on January 2nd 2012.