Regulatory amendments

On 16 July 2024, the Resolution was published in the official gazette. It replaced the regulatory framework previously established by General Resolution No. 7/2015 and its amendments, applicable to, among others, local and foreign entities registered with this authority.

The following are some of the most relevant matters included in the Resolution:

1. Local entities
   1. Corporate purpose. The possibility of having multiple activities within the corporate purpose was confirmed, as well as that it does not need to be related to corporate capital.
   2. Plurality of equity holders. The control of the requirement of substantial plurality of equity holders has been removed, both when the company is incorporated and during its existence.
   3. Capital contributions — digital assets. The requirements for capital contributions through digital assets were regulated.
   4. Extended annual reports. The Resolution (i) simplifies the content of the extended annual report to be prepared by the board of directors of entities included in Section 299 of Law 19,550 and limited liability companies with a corporate capital exceeding the amount provided in Subsection 2 of Section 299 of Law 19,550, and (ii) suppresses the requirement to expressly consider the exemption from the preparation of this annual report for stock companies not included in Section 299 of Law 19,550.
   5. Allocation of profits. The Resolution abolished the obligation to allocate the profits yielded in the financial statements, maintaining the obligation to consider the negative results that entail a cause for dissolution or mandatory reduction.
   6. Irrevocable contributions regime: The Resolution simplified the requirements for the receipt and capitalization of irrevocable contributions, including their accounting registration in the company's net worth, without any limitations on timing, unless the parties establish other conditions or terms for their consideration.
   7. Share premium. The requirement to set a share premium in capital increases made with the effective contribution of the equity holders has been removed. This was required if the decisions were not approved unanimously.
   8. Directors' and managers' guarantees. Certain requirements related to the guarantees to be contracted by the companies' directors and managers have been simplified and removed.
   9. Remote meetings. The requirement to keep a digital record of meetings held remotely may be replaced by the relevant meeting being attended by all the participants. Additionally, the Resolution allows these meetings to be held even if they are not foreseen in the bylaws, by applying the provisions of Section 158 of the Civil and Commercial Code.
   10. Capital reduction to zero and subsequent capital increase. The prohibition on performing a transaction, by means of which a capital reduction and a simultaneous capital increase are approved, has been removed. However, such transaction is subject to compliance with certain requirements.
   11. Anticipated dividends. It is no longer necessary to notify the IGJ about decisions related to the distribution of anticipated dividends.
   12. Expiration of proceedings. The proceedings will expire 60 days after having had no movement due to causes attributable to the interested party. The interested party will be notified and, if the situation continues for another 30 days, the proceedings will be considered expired. This applies to all filings made with the IGJ.
2. Foreign entities

The IGJ made some amendments to the regime applicable to companies incorporated abroad that are registered or would like to be registered before the IGJ as branches or any other kind of permanent representation (Section 118 of Law 19,550), and to those registered or to be registered for the purpose of participating as equity holders or shareholders of a local entity (Section 123 of Law 19,550). These amendments strengthen those already implemented by means of General Resolution 10/2024.

Some of the most relevant issues of the Resolution are as follows:

1. Evidence of assets/activity outside the Argentine Republic. The requirement for foreign entities to evidence the ownership of assets held abroad to demonstrate that their main activities are performed outside the Argentine Republic, either on their own, as a vehicle of a controlling company or as part of a group, has been removed.
2. Annual informative regime. The annual informative regime that foreign entities had to comply with has been removed. Through this regime, information on the ownership of noncurrent assets/activity outside the Argentine Republic, among other things, was updated.
3. Registrable acts of participating companies. The Resolution expressly provides that foreign entities can participate in meetings of local entities that must be registered with the IGJ, by means of their registered representative, by an attorney-in-fact appointed by the representative, or by an attorney-in-fact of the foreign company.

Spanish version