On March 11th 2016, the Argentine Business Entities’ Controlling Body (Inspección General de Justicia “IGJ”) issued the General Resolution 6/2016 (the “Resolution”) introducing new rules on trust agreements.
It should be noted that section 1669 of the Argentine Civil and Commercial Code (“CCC”) establishes the registration of trust agreements with the applicable register. Nevertheless, the CCC does not establish the effects of the registration of trust agreements (except the effects regarding the trust property under sections 1682 to 1684). In fact, the registration produces declarative and informative effects as well as external effects enforceable against third parties.
Accordingly, the Resolution provides that the IGJ will only register trust agreements (and their amendments) whose purposes include shares and/or quotas of business entities which are registered before the IGJ. It should be highlighted that the trustee is the person in charge of the registration of these trust agreements and their amendments. If registration is not requested within 20 working days after the trust agreement has entered into force, registration can be requested by the trustor, or the beneficiary.
The Resolution sets forth the following requirements for the registration of trust agreements:
1. Notarially certified copy or private instrument by means of which the trust agreement and/or its amendments were drafted.
2. A pre-qualification opinion issued by a civil-law notary public or a lawyer according to the manner in which the agreement was drafted.
3. The affidavits required by Sections 511 and 518 of the General Resolution I.G.J. No. 7/15, as amended by the General Resolution I.G.J. No. 9/15; as well as the affidavit included as sample in the Appendix XXVII of the regulation of the General Inspection of Justice.
