Amendments to the General Regulation of Insurance Activity
On October 2, 2018, Resolution 2018-989-APN-SSN#MHA (“the Resolution”) issued by the Superintendence of Insurance (“SSN”) which modifies sections 7.1.2, 7.3, 30.2.1 and 35 of the General Regulation of Insurance Activity (“RGAA”) was published in the Official Gazette.
Tax returns (section 7.1.2): For the constitution of a new entity, transfers of shares and capital contributions, shareholders are required to submit evidence of the submission of their income and personal assets tax returns to the AFIP (the Argentine tax authority) from the last three years.
Previously, shareholders were also required to submit certified copies of their tax returns. The new wording of section 7.1.2 only requires evidence of the submission of tax returns to the AFIP.
The Resolution reflects the approach which was being applied by the SSN and it will no longer be necessary for members of administrative and supervisory bodies, managers and representatives to submit certified copies of tax returns, although evidence of their submission to the AFIP is still required.
Transfer of shares or capital contributions (section 7.3): Prior approval from the SSN will not be required.
The Resolution eliminates the requirement for prior approval from the SSN for the execution of these operations. The new wording of section 7.3 establishes that the filing of the required documents must be made within 10 days of the transfer of shares and/or capital contribution.
Limitation on shareholders, directors, members of the supervisory committee and affiliated entities of the entity being the beneficiaries of loans (30.2.1): This limitation no longer stands.
The Resolution replaces subsection j) of section 30.2.1 with respect to the determination of capital requirements, eliminating sub-items I) and II) which established that shareholders, members of administrative and supervisory bodies, managers as well as entities affiliated or controlled by the entity could not be beneficiaries of loans or equivalent transactions.
Prohibition of shareholders, directors, members of supervisory committees and affiliated entities from entering into purchase or lease agreements, and from being the beneficiaries of loans or owners of real estate and automobiles subject of a lien (sections 35.2, 35.14.1.4 and 35.14.2.4).
Finally, the Resolution eliminates:
-Subsection “h)” of section 35.2, which established that (i) shareholders, members of administrative and supervisory bodies and managers of the entity, whilst they remained in their roles, and until two years after their disengagement, could not enter into lease or purchase agreements of real estate with the entity and (ii) entities affiliated or controlled by the entity could not enter into purchase agreements with the entity.
-Subsections “f)” of section 35.14.1.4 and section 35.14.2.4 (in accordance with the amendment made to section 30.2.1) which established that shareholders, members of administrative and supervisory bodies, managers as well as entities affiliated or controlled by the entity could not be the beneficiaries of loans or owners of real estate and automobiles subject of a lien.
Contact
For more information, please contact:
This newsletter is intended to provide readers with basic information concerning issues of general interest. It does not purport to be comprehensive or to render legal advice. For advice about particular facts and legal issues, the reader should consult legal counsel.