Change of domicile of local companies

The Public Registry of Commerce of the City of Buenos Aires (“PRC”) issued General Resolution No 10/2004 which has been amended and restated by General Resolution No 12/2004 (the “Resolution”), in order to regulate certain aspects related to the change of domicile for local companies. The Resolution will be in force on August 6, 2004.

1. New requirements for registering the change of registered address

The Resolution provides that corporations (sociedades por acciones) and limited liability companies (sociedades de responsabilidad limitada) must publish the change of their domicile in the Official Gazette before filing for its registration. This publication must be done even where the change of domicile does not entail an amendment to the by-laws.

Moreover, for the registration of the change of registered address of any company, the professional who issues the opinion requested by the PRC must state whether he/she has verified that management of the company is being carried out in the domicile in which he/she intends to register. However, this requirement can be replaced by an affidavit stating the same, signed by the legal representative of the company and the statutory supervisor, if applicable.

The terms of this resolution shall apply to the registration of new domiciles for applications that have been initiated or that are pending as of the date on which the resolution becomes effective.

2. Penalties

The PRC may impose the fines specified in section 302 of the Argentine Companies Law No 19,550 (“ACL”) against those managers of companies that do not inform the PRC the change of their domicile within 5 days. However, the Resolution provides that if the company files for the registration of the change of domicile within 15 days, the fines will not be applied.

The Resolution provides that fines can also be imposed where through lack of diligence in registering the address, the management of the company frustrates (i) the control functions of the PRC; or (ii) the service of notices or summons.

The Resolution authorizes the PRC to start legal proceedings for dissolution of companies in accordance with the terms of section 303 of the ACL. However, this legal action can only be taken where the PRC believes that the lack of effective management, and other elements, are sufficient evidence to demonstrate that the company does not perform any activity.