The Office of Companies of the City of Buenos Aires (“IGJ”) issued a new resolution amending its general regulatory framework. It was published in the Official Gazette on July 16, 2024, as General Resolution IGJ No. 15/2024 (“Resolution”).
Although it will come into effect on November 1, 2024, the Resolution allows for the invocation of those provisions deemed more favorable to the applicant.
Thus, the IGJ seeks to modernize the current regulations, streamlining procedures for companies registered within the City of Buenos Aires, reducing bureaucratic burden, and promoting, among other things, investment and economic development.
Some of the noteworthy changes include:
Capital Contributions in Virtual Assets: The Resolution allows companies to receive contributions in the form of virtual assets, provided that they are deposited in a virtual platform or wallet of a Virtual Asset Service Provider duly registered with the National Securities Commission, domiciled in the country and subject to national legislation. The wallet must be in the name of the designated administrators in the formation/incorporation act or in the name of the company itself (if already incorporated), among other requirements.
Substantial Plurality Control: The control of substantial plurality of partners is entirely repealed, thus limiting potential overreach in the control powers exercised by the IGJ.
Simplification of the Irrevocable Contributions Regime: The regime for the admission and accounting of irrevocable contributions on account of future share subscriptions is expanded and simplified.
Elimination of the Annual Information Regime (RIA) for Foreign Companies: The Annual Information Regime for companies formed or incorporated abroad (Arts. 118 and 123, Law 19,550) is eliminated.
Isolated Acts for Foreign Companies: The Registry of Isolated Acts for companies formed or incorporated abroad is eliminated.
Elimination of the Obligation to Accredit Foreign Assets: For companies formed or incorporated abroad -seeking registration with the IGJ as local branches or to participate in local companies-, the requirement to prove foreign assets and the duty to report their shareholding composition is eliminated.
Civil Associations and Foundations: It allows civil associations and foundations (i.e. non-profit entities), through the affirmative vote of their members or board, (i) to convert into any of the company types provided for in Law 19,550, and (ii) the possibility to purchase shares to participate in the capital of corporations.
Flexibilization and Modernization of Mechanical, Magnetic, or Other Means: The Information Regimes are made more flexible, and the adoption of new technologies as accounting support is permitted.
