On October 27, 2022, the Public Registry of Commerce (the “PRC”) published in the Official Gazette General Resolution 13/2022 (the “Resolution”), by which such PRC established a series of obligations for Simplified Corporations (the “SAS”).
The Resolution provides that within 180 days of its entry into force, all SAS with domicile in the Autonomous City of Buenos Aires must: “1) Prove the existence and veracity of the domicile and registered office, by means of any of the following instruments: (a) Notarial certificate of ascertainment; (b) Proof of services in the name of the same; (c) Title deed or rental or leasing contract of the property where the registered office is constituted; (d) Authorization or equivalent municipal authorization, when the activity of the applicant entity is carried out in properties that require the same (…. ) 2) Prove the request to open all the mandatory digital accounting and corporate books; 3) Submit, in accordance with the provisions of General Resolution IGJ No. 2/2021, its financial statements corresponding to the fiscal years ended during the years 2020, 2021 and, if applicable, 2022.”
Likewise, the Resolution establishes that in the event that the domicile of the registered office coincides with the domicile declared by the person who is the legal representative of the company, proof of services in his name and any of the other instruments listed above must be submitted.
The Resolution exempts from the obligation to prove the existence and veracity of its domicile and registered office those SAS that have complied with the provisions of Article 1 of General Resolution 4/2022 of the PRC, either at the time of incorporation, registration of the new registered office or amendment of its bylaws.
As a last measure, the Resolution provides that, once the Term has elapsed, the SAS that have not complied with these obligations will be presumed to be inactive. Consequently, the PRC will not proceed with any registration until the provisions of the Resolution are complied with. Likewise, the non-compliant SAS will be reported to the Federal Administration of Public Revenues as companies presumed to be inactive.
