Amendments to the regulatory framework under IGJ Resolution 7/2015

On October 22, 2015, the “Inspección General de Justicia” (“IGJ”), issued Resolution 9/2015 (“Res. 9/2015”) and Resolution 10/2015 (“Res. 1/2015”), which were published in the Official Gazette on October 28, 2015.

Res. 9/2015 clarifies, complements, and amends specific inconsistencies, omissions, grammatical and procedural aspects ruled by Res. 7/2015.

Meanwhile, Res. 10/2015 amends and updates the IGJ’s Policies and Procedures Manual for the Prevention of Asset Laundering and Financing of Terrorism.

This article refers to the main corporate changes introduced by Res 9/2015, while the main changes related to trusts are described in the article titled “Amendment of Certain Provisions of the Public Registry of Commerce of the City of Buenos Aires Regarding the Registration of Trust Agreements”, published in this current edition of Marval News.

1. Enforcement and Application

Resolution 9/2015 came into force on October 29, 2015 (the day after its publication in the Official Gazette), notwithstanding the date of entry into force, in each case, of sections 2 and 3 of Resolution 7/2015 (see “New Regulatory Framework for the Public Registry”, Bárbara Ramperti – Lorena Aimó, 31/08/2015, Marval News N° 153).

2. Substantial Changes

(i) Information Access. It includes the possibility of any person, whether individual or entity, to access information on any associative or trust contract registered at IGJ, besides the registration information on national companies, foreign companies and civil entities dully registered or authorized to perform its purpose by the IGJ. Accordingly, the registered instrument, number and date of registration and the information on the registered legal representatives of associative contracts and/or the trustee of trusts contracts may be required.

(ii) Documents to be registered. Res. 9/2015 includes the obligation to register before the IGJ: (a) the powers and/or mandates granted by insurance companies in favor of their agents (section 54 of the Insurance Law N° 17.418), and (b) related to civil associations and foundations, its incorporation documents, bylaws, amendments, appointment of authorities, legal address, reorganizations, dissolution and the appointment of the liquidator.

(iii) Directors’ and managers’ mandatory guarantee: Res. 9/2015 has established a minimum and a maximum amount of the guaranty that must individually be granted by every effective director and/or manager, regardless of the amount of  corporate capital. Even though the parameter to fix the global amount of the guarantee to be granted by all directors or managers must be at least 60% of the amount of the corporate capital, said guarantee must not be lower than AR$10,000 or higher than AR$50,000 per each effective director and/or manager.

(iv) Trust Agreements registration: Please refer to article “Amendment of Certain Provisions of the Public Registry of Commerce of the City of Buenos Aires Regarding the Registration of Trust Agreements”, included in edition #155.

(v) Final Beneficiary Annual Filing Affidavit. An affidavit indicating the final beneficiaries of a company, associative agreement and or trust agreement, as the case may be, must be filed through the website and written evidence of same must also be filed in the first registration proceeding involving national or binational companies, foreign companies and/or registration or amendment of associative or trust agreements. Once the first filing is fulfilled, further requests for registration of resolutions may be completed by submitting evidence of the previous filing until the following year when a new affidavit shall have to be submitted.   

(vi) Final Beneficiary. The definition is extended to the participation in other legal structures, rather than exclusively legal entities. Accordingly, in principle and among others, trusts and associative agreements would be included.

(vii) PEP Affidavit. It further extends the obligation to file the affidavit regarding the condition of politically expose person, mainly with regards to trust agreements, appointment of trustees and their replacement.