22 Sep 26 Simplification of the Regime for the Formation and Registration of Companies
Through General Resolution No. 11/2026 (the “Resolution”), the Public Registry of Commerce of the City of Buenos Aires (“IGJ” for its acronym in Spanish) introduces relevant amendments to the regime governing the incorporation and registration of companies under IGJ General Resolution No. 15/2024 and to the regime applicable to Simplified Joint-Stock Companies ( “SAS” for its acronym in Spanish) regulated by IGJ General Resolution No. 6/2017.
The Resolution will enter into force on September 23, 2026 and forms part of a process aimed at simplifying registration procedures, reducing formal requirements and expanding freedom of contract.
The most relevant changes introduced by the Resolution focus on the following matters:
Elimination of the Professional Pre-Qualification Report
The Resolution provides that the filing of a professional pre-qualification report will no longer be mandatory for the incorporation of companies. Such report may continue to be submitted on an optional basis in order to evidence certain requirements and will remain mandatory for post-incorporation filings where so required by the applicable regulations.
Application of the General Incorporation Regime to SAS
The general rules governing the incorporation and registration of companies under IGJ General Resolution No. 15/2024 will also apply to SAS, without prejudice to the special provisions of Law No. 27,349.
Consistently with this approach, several provisions of IGJ General Resolution No. 6/2017 that specifically regulated matters relating to the incorporation, shareholders, contributions, management and other corporate acts of SAS are repealed, as are IGJ General Resolutions No. 3/2020 and No. 11/2024.
Greater Flexibility in Defining the Corporate Purpose
The Resolution expands the flexibility available to companies when defining their corporate purpose, which may comprise one or more categories of activities expressed in sectoral or functional terms, without requiring any connection, complementarity or ancillary relationship among them.
It will also no longer be necessary to describe the specific activities included within each category or to demonstrate that the share capital is adequate in light of the corporate purpose.
In the specific case of SAS, the wording “the performance of any lawful activity” or an equivalent formulation is expressly permitted.
Corporate Name
Several provisions of IGJ General Resolution No. 15/2024 establishing specific requirements applicable to corporate names are repealed.
The preventive reservation of a corporate name is also simplified: up to three alternatives may be proposed for a period of thirty days, and the reservation will be granted in respect of the first available name.
Introduction of an Electronic Registered Office
With respect to the registered office, the Resolution introduces the possibility of establishing a complementary electronic registered office through an email address.
Monetary and Non-Monetary Contributions
With respect to cash contributions, the Resolution expands the mechanisms available to evidence payment, allowing, among other alternatives, bank deposit or transfer receipts, statements by the authorizing notary public, or certificates issued by the relevant IT system in digital incorporation procedures.
For contributions equal to or lower than two Minimum, Living and Mobile Wages, simplified mechanisms are also permitted, such as an affidavit or a receipt executed by the legal representative.
With respect to non-cash contributions, the Resolution expressly regulates the possibility of contributing capital through crypto-assets or virtual assets.
Among other requirements, the contributor must evidence title to the assets, their deposit in a wallet or platform managed by a Virtual Asset Service Provider (“PSAV” for its acronym in Spanish) registered with the National Securities Commission (“CNV” for its acronym in Spanish), and the relevant valuation.
In addition, SAS may continue to value non-cash contributions at the amount unanimously agreed upon by the shareholders, provided that the supporting basis for such valuation is stated.
Arbitration Clauses and Freedom of Contract
The Resolution provides that incorporation documents may include arbitration clauses that are binding upon the company, its shareholders and the members of its corporate bodies, even where such persons subsequently cease to be shareholders or cease to hold office.
Simplification of Documentation and Digitalization of Filings
The Resolution reduces and streamlines the documentation required for the incorporation of companies.
Among other matters, it simplifies the evidence required in connection with Politically Exposed Person (PEP) status and the status of directors and officers before the Public Registry of Persons and Entities Linked to Acts of Terrorism and Terrorist Financing (RePET), allowing certain statements to be included directly in the incorporation document.
The Resolution also expands the use of digital and electronic signatures, both in incorporation documents and in subsequent corporate acts, and updates the regime applicable to electronic documents and digital corporate records.