Dedicated Branches Now Regulated

General Resolution 19/2024, issued by the Public Registry of Commerce of the City of Buenos Aires (IGJ), was published in the Official Gazette on September 5, 2024, establishing the requirements to be complied with to register dedicated branches—that corporations, limited liability companies, or branches of companies incorporated abroad that carry out activities that are not part of the project or have assets not affected to the project establish—to adhere to the Regime for Large Investments (RIGI).

The IGJ issued the Resolution following the provisions in Law 27742 and its Regulatory Decree 749/2024, which had established certain requirements that dedicated branches must meet, including their registration before the Public Registry corresponding to their domicile. Likewise, the Resolution states that the public registries of the jurisdictions adhering to the RIGI must establish the necessary procedures to allow registering dedicated branches.

The Resolution also details the documents that must be submitted to register the opening of a dedicated branch domiciled in the City of Buenos Aires. These requirements vary depending on whether it is a local company’s dedicated branch or a foreign company’s one. The requirements also vary depending on whether the company the dedicated branch belongs to is registered before the IGJ or in another provincial jurisdiction.

1. Registering a corporation’s (SA) dedicated branch or a limited liability company’s (SRL) one:

To register a corporation’s dedicated branch (including sole shareholder corporations) or one of a limited liability company registered with the IGJ, applicants must submit:

i) Copy of the original public deed or private instrument including the decision to open the dedicated branch to adhere to the RIGI. This decision must have been adopted by the competent corporate body and include:

a) The domicile of the dedicated branch.

b) The appointment of the representative of the dedicated branch, who must be an individual, accept the position, and declare a special domicile in the jurisdiction of the City of Buenos Aires. Applicants may appoint more than one representative.

c) The capital allocated to the dedicated branch and the modality under which the assets will be attributed to it.

d) The description of the sole purpose of the project assigned to the dedicated branch.

ii) Accounting reports where professionals attest the composition of the assets allocated to the dedicated branch capital.

If the dedicated branch is a corporation’s or a limited liability company’s registered in a provincial jurisdiction, besides complying with all the requirements above, it must attest the validity of its registration in such provincial jurisdiction either by filing a certificate issued by the corresponding Public Registry or by declaring in the legal opinion that the registration information of the company to which the dedicated branch belongs was verified.

2. Registration of a dedicated branch of a branch of a company incorporated abroad registered under article 118, paragraph 3 of Law 19550:

To register a dedicated branch of a branch of a company incorporated abroad registered before the IGJ in the terms of article 118, paragraph 3 of Law 19550, applicants must submit:

i) Resolution of the parent company approving the opening of the dedicated branch to adhere to the RIGI. This resolution must have been adopted by the competent corporate body and include:

a) The domicile of the dedicated branch established in the jurisdiction of the City of Buenos Aires.

b) The appointment of a representative for the dedicated branch, who must be an individual, accept the position, and declare a special domicile in the jurisdiction of the City of Buenos Aires. Applicants may appoint more than one representative.

c) The capital allocated to the dedicated branch and the modality under which the assets will be attributed to it.

d) The description of the sole purpose of the project assigned to the dedicated branch.

ii) An accounting report where the professionals attest the composition of the assets allocated to the capital of the dedicated branch.

If the dedicated branch corresponds to a branch of a company incorporated abroad and registered in the terms of article 118, paragraph 3 of Law 19550 in a provincial jurisdiction, besides complying with all the requirements above, applicants must attest the validity of its registration under article 118 either by filing a certificate issued by the Public Registry of the corresponding jurisdiction or by declaring in the legal opinion that the registration information of the branch to which the dedicated branch belongs was verified.

On the other hand, General Resolution 19/2024 provides that the authorization of the corporate books of the dedicated branch must be requested to comply with the requirement in article 170 subsection f) of Law 27742 regarding keeping separate accounting from the company to which the dedicated branch belongs.

The Resolution also establishes that all amendments to the instrument for opening dedicated branches—including the amendment of their sole purpose—will be registered together with the requirements above.

Finally, corporations, limited liability companies, and branches of companies incorporated abroad may cancel the registration of their dedicated branch after fulfilling the project or if they decide to not fulfill it or to not continue it. In these cases, companies registered in a provincial jurisdiction may choose to transform the dedicated branch into a branch under the terms of article 5 of Law 19550.