New resolutions of the Public Register of Commerce about money laundering and prequalified procedures

On January, 31 the first three resolutions of 2012 issued by the Public Register of Commerce (PRC) were published in the Official Gazette. Both Resolution No 01/12 and Resolution No 02/12 are referred to money laundering, while Resolution No 03/12 is related to deadlines for carrying out the prequalified proceedings.

The first of them (Resolution No 01/12) sets forth the obligation to submit an annual information sworn statement about the compliance of regulations associated to prevent the commission of crimes of Money Laundering and Financing of Terrorism. The obligation will be required as from March 1st, 2012 and must be presented by those companies which perform uptake of public savings.

The second article of the resolution states that the mentioned sworn statement, together with the supporting documentation (when applicable), shall be submitted with the “F” Form in the Public Registry of Commerce before the last business day of May each year. In its last article, the regulation establishes that in the case of failure to fulfill any of the requirements of the presentation mode, the PRC will consider the obligation as not accomplished, being the companies liable of the sanctions provided by article 14 of Law No 22,315. The penalties set by that regulation include: warning, warning with publication in charge of the infringer and fine.

Resolution No 02/12 establishes that, as from March 1st, 2012, it will be compulsory to submit a sworn statement for those civil associations and/or foundations that, at the moment of its constitution or subsequently, receive donations or contributions from third parties in amounts that exceed the sum of one hundred thousand pesos ($AR 100.000) or its equivalent in kind in a single transaction or in several of them that individually represent less than one hundred thousand pesos ($AR 100.000) but in the aggregate exceed that amount, performed by one or more related persons within a period of less than thirty (30) days. The alluded sworn statement shall be referred to the legality and origin of its funds. The civil associations and/or foundations that receive donations or contributions from third parties in equal conditions to those mentioned before, but in an amount superior than two hundred thousand pesos ($AR 200.000) or its equivalent in kind, shall submit supporting documentation and/or information to justify the declared origin of the funds. Regarding the opportunity of filing, it shall be done when the authorization to operate is required and when submitting financial statements.

On the other hand, the regulation establishes the obligation to submit a sworn statement about the condition of Politically Exposed Person, for managers and members of the supervisory body and legal representatives of foreign companies, it is also compulsory for members of the directive committee of civil associations and those who integrate the financial management council of foundations. The sworn statement will be required as from March, 1st 2012 and must be submitted when the inscription of the constitution of the company is required or together with each change of administration.

The Resolution provides that prior to submitting the sworn statements, the corresponding applicative shall be filled, it will be available in the PRC’s website as from the date in which the presentation becomes obligatory. Once the form is filled and sent through applicative, the presentation on paper shall be done, including certified firm of the subscribers and the receipt of the application transaction.

The recitals of Resolution No 03/12 express that the PRC has detected the existence of a great number of prequalified procedures that, by the inaction in which the presenters incur, remain inconclusive and filed with observations that are not corrected by the initiators. It is highlighted that the existence of that large amount of proceedings which are not effectuated, apart from configuring a breach of the company’s legal obligations, causes a serious operative prejudice to the organism, as it crams its files. The regulation sets until June, 1st 2012 the deadline to perform the prequalified procedures before the Public Register of Commerce that, at the date of the dictation of the regulation, had been inactive for more than one year due to lack of activity of its presenters.

Finally, the PRC is empowered to provide the file of the proceedings which remain inactive for more than one year or had not been reactivated within one year as from the date of enactment of this Resolution. It is expressly clarified that the simple request to reopen the file does not interrupt the deadlines prescribed.

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