On September 22, 2026, General Resolution No. 11/2026 (the “Resolution”) of the General Inspectorate of Justice (“IGJ”, after its spanish acronym) was published in the Official Gazette of the Argentine Republic, introducing amendments to the registration regime applicable to companies aimed at more agile operations, focused on publicity and legal certainty, by eliminating requirements not provided for in the substantive law, reducing formal burdens, and removing duplicated procedures.
What changes with the Resolution:
- Repeal of prior provisions: The Resolution repeals 33 articles across General Resolutions IGJ No. 15/24 and 6/17, as well as General Resolutions No. 3/20 and 11/24.
- Exemption from mandatory pre-qualification for company incorporation: A professional pre-qualification opinion will no longer be required for the incorporation of companies, without prejudice to the possibility of submitting one voluntarily to evidence certain requirements or when expressly required.
- Greater flexibility regarding the corporate purpose: The corporate purpose may comprise one or more categories of activities, without the need to establish a connection, complementarity, or accessory relationship among them. Nor will it be required to match the share capital to the corporate purpose. For simplified stock companies (“SAS”, after its spanish acronym), the formula “the carrying out of any lawful activity” or equivalent is expressly admitted.
- Simplification of the evidencing of monetary contributions: The integration of monetary contributions may be evidenced by bank deposit or transfer, a statement by the authorizing notary, or a record generated by the enabled computer system.
- Flexibility regarding non-monetary contributions: The Resolution regulates the mechanisms for evidencing different types of assets, including registrable assets, non-registrable movable property, securities, going concerns, virtual assets, and equity interests.
- Recognition of an electronic registered office: Companies may establish, alongside their physical registered office, a complementary electronic registered office by declaring an email address, which shall produce effects vis-à-vis shareholders and third parties.
- Flexibility in name reservation: Up to three names may be reserved for the incorporation or amendment of a company for a period of thirty days.
- Arbitration clauses: The incorporation of arbitration clauses in the constitutive instruments is expressly permitted, and such clauses may be established as binding.
- Simplification of registration requirements: The documentation required for incorporation is simplified and consolidated into the instruments and records that are strictly necessary.
Why does this matter?
The Resolution deepens the simplification of the corporate registration regime, reducing formal requirements, costs, and processing times, while granting companies greater flexibility when defining their corporate purpose, structuring their contributions, and organizing certain aspects of their operations.
Effective date of the Resolution.
The Resolution enters into force the day following its publication in the Official Gazette.
