23 Jul 24 New IGJ regulatory framework: GR 15/2024
On July 16, 2024, the Public Registry of Commerce of the city of Buenos Aires (IGJ for its acronym in Spanish) issued General Resolution 15/2024 (the “Resolution”), which will replace General Resolution 7/2015 and those general resolutions issued based on it. In the words of the IGJ, this Resolution constitutes a strong impulse to foster and promote local and foreign investments, in the search for the reactivation of the economy and the development of social action.
The Resolution will become effective on November 1, 2024, although it is stated that interested parties will have the right to request the application of the provisions of the Resolution that they consider beneficial.
Below, we detail the most relevant points of the modifications introduced:
- Local companies
– Plurality of shareholders: the requirement and control of the substantial plurality of shareholders in companies is eliminated.
– Guarantee of legal representatives: certain requirements such as minimum and maximum amounts and integration are eliminated. Likewise, it may be established by depositing funds in the company.
– Companies of professionals: its registration is simplified.
– Cumulative voting: the regulations of the cumulative voting regime for the election of directors and members of the supervisory board are simplified
– “Accordion operation”: the “accordion operation” is allowed (reduction of capital to zero and its simultaneous increase), as long as the rights of the shareholders are not affected.
– Dividends in advance: the obligation to communicate dividends in advance to the IGJ is eliminated
– Assignment of quotas in limited liability companies: the requirement to provide a certificate for corporate reorganization processes is eliminated, as well as the requirement of publication in the Official Gazette in the assignment of quotas.
– Digital assets: the possibility of making capital contributions in digital assets for the incorporation of companies and capital increases is incorporated, under certain requirements
– Share premium: the administrative requirement to establish a share premium is eliminated for capital increases in cash or with application of the limitation on pre-emptive subscription rights
– Profits: the obligation to give a specific destination to the profits of the exercise is eliminated
– Capitalization of irrevocable contributions: the stipulation that established treatment of irrevocable contributions within the year in which they were approved is eliminated. Additionally, the agreement that implements them must contain the period within which they must be resolved.
- Foreign companies
– Evidence of ownership of assets abroad: the requirement to evidence assets located abroad to register branches of companies incorporated abroad or to establish or participate in a local company is eliminated.
– Annual Information Regime: the Annual Information Regime (RIA for its acronym in Spanish) is eliminated.
– Isolated acts: the Registry of Isolated Acts and the obligations associated therewith are eliminated
– Off shore companies: the registration of off shore companies is allowed, but with a restrictive criterion when considering their registration.
– Vehicle companies: foreign companies may be registered as a vehicle of another foreign company
– Final beneficiary owners: the obligation to declare the final beneficiaries of companies incorporated abroad is maintained.
- Mechanical means, computers or others
– The obligation to keep corporate books at the registered office refers to the “support on which the information is stored” (pen drives) and not to the servers on which the information is processed.
– The possibility of materializing accounting documents with a “hash” is incorporated as support for the conservation of accounting documentation.
– The information to be provided in cases of authorization of mechanical, magnetic or other means is simplified, eliminating the biannual presentation, although annual presentation is maintained.
- Associative contracts and trusts
– Filing of financial statements with the IGJ is eliminated, unless such obligation arises from a special law.
- Simplified corporations (SAS)
– The simplified and deregulated regime established in the IGJ General Resolutions Nº 11/2024 and Nº 12/2024 is maintained.
- Books
– Churches and religious communities, as well as horizontal property consortiums domiciled in the Autonomous City of Buenos Aires, are enabled to voluntarily register with the IGJ and have accounting books.
- Civil Associations and Foundations
– Registration procedures are simplified regarding the incorporation, development, dissolution and liquidation of all civil associations and foundations.
– Simplified and free procedures are incorporated for the incorporation of small-scale civil associations with no need of a public deed or a professional prequalification opinion.
– The system of calls for meetings is simplified and the possibility of calling members and authorities by using email is incorporated
– The admission by Decree N° 70/2023 of enabling the participation of civil associations and foundations in corporations (Sociedades Anónimas) is regulated.