Public Registry of The City of Buenos Aires Rules Now Eased

General Resolution IGJ 15/2024 (RG 15/24), published in the Official Gazette on July 16, 2024 and in effect as of November 1, 2024, replaced General Resolution IGJ 7/2015 (RG 7/15) and subsequent resolutions. RG 15/24 excludes issues related to the capitalization and savings systems for specific purposes and the regulation of simplified joint-stock companies governed by Law 27349, among others. New regulations were announced regarding the latter, temporarily maintaining the dispositions included in General Resolutions IGJ 11/2024 and 12/2024.

The Manual of Policies and Procedures for the Prevention of Money Laundering and Financing of Terrorism, approved through General Resolution IGJ 10/2015, will be updated through specific resolutions to comply with the provisions of recent Law 27739 and subsequent resolutions the Financial Information Unit (UIF) issues, as established by Law 25246 and recommendations arising from the peer evaluation conducted in April 2024.

As highlighted by the IGJ itself, the main aspects of the new regulations are:

• A new perspective of the roles of state regulatory authorities, understanding them as a "general economic service of interest."
• Simplification and deregulation of the establishment and operation of local companies to promote investment in Argentina, including, among others:

1. Eliminating the original and derived substantial plurality control.
2. Suppressing certain regulatory aspects regarding guarantees for directors and managers of the companies, thus simplifying the procedure and requirements.
3. Eliminating sanctions, such as the one that authorized the IGJ to promote the action of unenforceability of the legal entity, according to article 54, paragraph 3 of Law 19550, amended by the LGS, if a company’s registrable assets were not part of the business assets or were not used to fulfill the corporate purpose.
4. Eliminating various procedures, such as advance dividend notifications.
5. Eliminating the administrative requirement for establishing an issuance premium in cases of capital increase with effective shareholder contributions.
6. Eliminating the mandatory prior capitalization of capital accounts, restricting it exclusively to the capital adjustment account in social capital increases.
7. Lifting the "operación acordeón" prohibition, subject to specific requirements.
8. Simplifying the regulation of cumulative voting regime for directors and supervisory board members.
9. Establishing that, regarding irrevocable contributions to capital for future subscription of shares, parties (company and shareholders) can agree on the period during which contributions may be maintained as such without capitalization.
10. Eliminating the requirement to provide a certificate of inhibitions for corporate reorganization process.
11. Eliminating the requirement of publishing notices in the Official Gazette for the registration procedures of transfer of quotas in limited liability companies.
12. Modifying regulations regarding professional and media companies, limiting control strictly to aspects related to legality as determined by professional activity regulations and responsibilities of involved professionals.
13. Granting simple partnerships, free partnerships, and residual partnerships (including de facto partnerships) under LGS Section IV, Chapter I access to certified books.

• The possibility of contributing digital assets and cryptocurrencies to companies.
• Simplification and deregulation of the regime applicable to foreign companies to promote and attract foreign investment, among others:

1. Eliminating the requirement to prove ownership of assets located abroad for registering branches, premises, or permanent representations of foreign companies, or for establishing or participating in a local company.
2. In compliance with Law 27739, it remains mandatory to prove ultimate beneficiaries of foreign companies during registration and annually, upon submitting financial statements following LGS article 118, section 3.
3. Allowing registration of offshore companies and those established, registered, or incorporated in non-cooperative jurisdictions for tax transparency purposes and/or categorized as non-cooperating in anti-money laundering and terrorism financing, with stringent criteria applied for registration, including the authority to request additional information before proceeding with registration.
4. Establishing specific rules for transferring foreign companies incorporated and registered in provincial jurisdictions to the jurisdiction of the Autonomous City of Buenos Aires.
5. Eliminating the registration procedure for resignation of representatives appointed by foreign companies without required documentation. Eliminating  the registration procedure in cases of resignation not accepted by the parent company.
6. Eliminating the annual information reporting regime (RIA) for foreign companies registered under LGS article 118, section 3 and those mentioned in article 123.
7. Maintaining "vehicle company" structures for foreign companies establishing or participating in local companies, offering an alternative for investors.
8. Eliminating the registration of isolated acts and related reporting obligations.

• Deregulation and simplification of procedures and accounting requirements for private legal entities, among others:

1. Simplifying requirements for information to be presented in the Board´s "expanded report" (memoria ampliada) now only mandatory for companies under article 299 LGS.
2. Keeping treatment of negative results in financial statements. However, eliminating specific allocation of positive results.
3. Simplifying the technical revaluation regime, and allowing revaluation of biological assets.
4. Substituting books by computers, mechanical, magnetic, or other means highlights the requirement for information preservation at the registered office—following article 325 of the Civil and Commercial Code—referring to the "medium on which information is recorded" -e.g., USB drives- rather than the servers processing the data.
5. Preserving accounting documentation by mechanical, magnetic, optical, or other means, which can now be materialized in files identified with a "hash."
6. Simplifying information requirements for authorization of mechanical, magnetic, or other means to annual submissions, eliminating semiannual filings.

• Deregulation and elimination of requirements for registering associative contracts and trusts.
• Elimination of requirements for transfer of business fundings.
• Compliance with national and international anti-money laundering, terrorism financing, and proliferation of weapons of mass destruction systems in accordance with international commitments (GAFI-GAFILAT).
• Establishment of a voluntary registry for individuals not legally required to maintain accounting records, enabling them to request registration in the Public Registry of Commerce to obtain certified books due to specific needs (e.g., guardians, administrators of special asset regimes, and judicial assistants).
• Deregulation and elimination of requirements for associative contracts and trusts, among others:

1. Regarding trusts, temporary unions, collaboration groups, and cooperation consortia, certain accounting regulations are eliminated, including requirements for expanded reports, treatment of irrevocable contributions, and technical revaluations. The obligation to submit financial statements to the IGJ is also eliminated.
2. Resolutions of companies where fiduciaries participated and failed to register can now be registered if a majority vote was achieved without the fiduciary's votes.