Amendments to the Omnibus Bill to the General Corporations Law

1°

A sole proprietorship may only be incorporated as a corporation. A sole proprietorship may not be incorporated by a sole proprietorship.

types provided for in this law, or governed by Section IV of this Chapter, are obliged to make contributions to apply them to the production or exchange of goods or services, running a common risk, participating in the profits and bearing the losses. If the type of corporation provides for two different classes of partners, there must be two or more of them.

A corporation and a limited liability company may be formed by a single person. A sole proprietorship cannot be formed by a sole proprietorship.

Companies with another purpose. The articles of incorporation or bylaws may provide for any destination for the profits of the activity or the way of using them. They may also provide for the non-distribution of profits among the partners. In order to introduce this type of provisions in the articles of incorporation or bylaws of an existing corporation, the unanimous vote of the partners is required.

Principles applicable to partnerships. The articles of incorporation, the bylaws, their amendments and the resolutions of the corporate bodies are governed by the principle of free will, insofar as they do not contradict the mandatory rules of this law. The regulations issued by the Public Registries and the enforcement authorities may not invalidate, restrict, extend or condition the provisions of the law or the provisions validly adopted by the parties.

There shall be a corporation if one or more persons, in an organized form in accordance with one of the types provided for in this law, undertake to make contributions to apply them to the production or exchange of goods or services, participating in the profits and bearing the losses.

Creates sole proprietorships.

Allows the partners to unanimously agree on the purpose of the company and the way to take advantage of its profits (including the possibility of not distributing dividends, for example).

It gives greater importance to the autonomy of the will of the partners, as long as they do not contradict mandatory rules.

Limits the interference of the Public Registries in the exercise of corporate control.

Establishes a principle of equal treatment of all partners.

The registration shall be made after ratification by the grantors, except when it is made by public instrument or when the signatures are authenticated by a notary public or other competent official.

Publicity in the documentation. The companies shall state in the documentation issued by them, the address of their headquarters and the data identifying their registration in the Register.

Public Registry of the corporate domicile.

The registration shall be made after ratification by the grantors, except when it is made by public instrument or when the signatures are authenticated by a notary public or other competent official.

Publicity in the documentation. The companies shall state in the documentation issued by them, the address of their headquarters and the data identifying their registration in the Registry.

Late registration. The registration requested late or upon expiration of the complementary term, will only be disposed if there is no opposition from the interested party.

Authorized for the inscription. If there are no special agents to carry out the incorporation procedures, it is understood that the representatives of the company designated in the incorporation act are authorized to carry them out. Failing this, any partner may request it at the company’s expense.

required shall be submitted to the Public Registry for registration or, as the case may be, to the controlling authority within TWENTY (20) days of the incorporation act.

Late registration. The registration requested late or upon expiration of the complementary term, is only disposed if there is no opposition from the interested party.

Authorized for the registration. If there are no special agents to carry out the incorporation formalities, it is understood that the representatives of the corporation designated in the articles of incorporation are authorized to carry them out. Failing this, any partner may request it at the company’s expense.

It eliminates the 30-day term to complete the registration process of the incorporation act and its respective extension.

All procedures may be carried out digitally at a distance. In no case may they establish controls or request the presentation of documentation that tends to evaluate the viability of the corporate purpose or limit the corporate purpose in the case of activities permitted by law.

Registration does not remedy the defects or validate the invalidity of the instruments or of the acts reflected therein.

The Public Registries must approve standard forms of articles of incorporation including the corporate purpose, and other corporate documentation. When they are used and the required documentation is presented, the registration will be automatic.

When models provided by the registry authority are not adopted, the instrument to be registered must be accompanied by the certification of a lawyer or notary public as to its legality, and the Registry must consider the formal control with the intervention of the professionals to be fulfilled and register it without any further procedure.

All procedures may be carried out digitally.

It clarifies that registration does not cure defects or validate the invalidity of the instruments or the acts reflected therein.

It instructs the public registries to create models of public instruments that, if used, will allow the automatic registration of the company.

1) The name, age, marital status, nationality, profession, domicile and identity card number of the partners;

2) The corporate name or denomination, and the domicile of the company. If only the domicile is stated in the contract, the address of its headquarters must be registered by means of a separate request signed by the administrative body. All notifications made at the registered office shall be considered valid and binding for the company;

3) The designation of its purpose, which must be precise and determined;

4) The capital stock, which must be expressed in Argentine currency, and the mention of the contribution of each partner. In the case of sole proprietorships, the capital stock must be fully integrated in the incorporation act;

5) The term of duration, which must be specified;

6) The organization of the administration, of its supervision and of the partners’ meetings; 7) The rules for the distribution of profits;

7) The rules for distributing profits and bearing losses. In case of silence, it will be in proportion to the contributions. If only the form of distribution of profits is foreseen, it will be applied to support the losses and vice versa;

8) The clauses necessary to establish with precision the rights and obligations of the partners among themselves and with respect to third parties;

9) The clauses relating to the operation, dissolution and liquidation of the company.

1) The name, age, marital status, nationality, profession, domicile and identity card number of the partners;

2) The corporate name or denomination, and the domicile of the company. If only the domicile is stated in the contract, the address of its headquarters must be registered by means of a separate request signed by the administrative body. All notifications made at the registered office shall be considered valid and binding for the company;

3) The designation of its purpose, which must be precise and determined, which may include multiple business activities;

4) The capital stock, which must be expressed in Argentine currency, and the mention of the contribution of each partner. In the case of sole proprietorships

4) The capital stock, which must be expressed in Argentine currency, and mention of the contribution of each partner. In the case of sole proprietorships, the capital stock must be fully integrated in the incorporation act;

5) The term of duration, which must be specified;

6) The organization of the administration, of its supervision and of the partners’ meetings; 7) The rules for the distribution of profits;

7) The rules for distributing profits and bearing losses. In case of silence, it will be in proportion to the contributions. If only the form of distribution of profits is foreseen, it will be applied to support the losses and vice versa;

8) The clauses necessary to establish with precision the rights and obligations of the partners among themselves and with respect to third parties;

9) The clauses relating to the operation, dissolution and liquidation of the company.

Right to Recess. Any partner may exercise the right to recess without cause, by notifying the company within ninety (90) days of the Ordinary Meeting to approve the financial statements, or of the last date for their preparation if they are not submitted to the consideration of the partners, or in the other cases and within the periods determined by this law.

The shares corresponding to the partner or partners exercising the right of recess must be redeemed by the company. If the number of shares to be redeemed makes the continuity of the corporation unfeasible, at the discretion of the Board of Directors or at the request of partners representing five (5) percent of the capital stock, an Extraordinary Meeting shall be called within forty (40) days of the notification of the exercise of the right of recession, to discuss the dissolution of the corporation.

The reimbursement to the partner exercising the right of recess shall be calculated according to the last approved balance sheet. Without prejudice to its approval, and except in the event that the partnership resolves to dissolve, the partner may request a review of the book values, and if necessary, request a judicial appraisal, for which purpose an appraiser will be appointed who will act with the functions and within the terms established by the court, determining the price to be paid according to the state of the corporate business at the time of the exercise of the right of recess, updated at the time of the effective payment.

The date and conditions of payment will be fixed in the sentence that resolves the request for appraisal.

It allows the right of withdrawal without cause. The shares of the receding partner must be redeemed by the partnership itself. If this is not feasible, an Extraordinary Meeting must be called to dissolve the company. It establishes the manner in which the value of the shares of the receding partner must be calculated.

capital, does not participate in the meetings called by the corporation and does not receive the dividends to which he is entitled and which are at his free disposal, and does not perform other acts that indicate his interest in the corporate activities for at least five (5) consecutive fiscal years, the extraordinary general meeting may decide the forced recess of this member. The procedure for recess and reimbursement shall be carried out in accordance with the provisions of Article 55 Bis of the present law.

The minutes of the meetings of the Board of Directors shall be signed by the attendants. The minutes of the meetings of joint stock companies shall be drawn up and signed within five (5) days by the Chairman and the partners appointed for such purpose.

The minutes of the administrative body of the corporation shall be signed by the attendants or its sole member, as the case may be, within five (5) days. The minutes of the meetings of joint stock companies shall be drawn up and signed within five (5) days by the chairman of the meeting and the members appointed for such purpose.

The minutes of the administrative body shall be signed within 5 days.

The bill speaks of incorporating Article 94 bis, when it should read “substituted”.

Articles 136, second paragraph, 137 and 138 are applicable with respect to the performance of the industrial partner in the administration of the partnership.

Articles 136, paragraph 2, 137 and 138 apply with respect to the performance of the industrial partner in the administration of the company.

Non-cash contributions. Non-monetary contributions must be fully paid in. They can only consist of obligations to give and their fulfillment will be justified at the time of requesting the conformity of article 167.

In Sole Proprietorship Corporations and Sole Proprietorship Limited Liability Companies, the capital stock fixed at the time of incorporation or at the time of its increase, must be fully paid up at the time of subscription of the shares.

In the event that the company has a plurality of shareholders and ceases to be such, the totality of the outstanding contributions must be integrated within ninety (90) days of such cessation.

Non-cash contributions. Non-monetary contributions must be fully paid in. They may only consist of obligations to give and their fulfillment shall be justified at the time of requesting the conformity of Section 167.

The SRLU (as is currently the case with the SAU) must integrate 100% of the capital at the time of incorporation.

Both the SAU and the SRLU must integrate the totality of the capital stock that they decide to increase.

If the company has multiple partners and a capital pending integration, when the number of partners is reduced to one, they must integrate 100% of the capital stock within 90 days.

Global certificates. Companies authorized to make public offerings may issue global certificates of their integrated shares, with the requirements of Articles 211 and 212, for their registration in collective deposit regimes. For such purpose, they shall be considered definitive, negotiable and divisible.

Securities tradable. Companies must issue securities representing their shares in the amounts and proportions established by the regulations of the stock exchanges where they are listed.

Provisional certificates. As long as the shares are not fully integrated, only nominative provisional certificates may be issued.

Once the integration is completed, the interested parties may demand the registration in the accounts of the book-entry shares or the delivery of the definitive certificates, which will be bearer shares if the bylaws do not provide otherwise.

Pending such delivery, the provisional certificate shall be considered definitive, negotiable and divisible.

Deeded shares. The bylaws may authorize that all the shares or some of their classes are not represented by certificates. In such case they must be registered in accounts kept in the name of their holders by the issuing corporation in a register of book-entry shares to which Article 213 applies as applicable, or by commercial or investment banks or authorized securities depositories.

The quality of shareholder is presumed by the records of the accounts opened in the register of book-entry shares. In all cases the corporation is liable to the shareholders for any errors or irregularities in the accounts, without prejudice to the liability of the bank or stock exchange to the corporation, as the case may be.

The corporation, the bank or the stock exchange must provide the shareholder with proof of the opening of his account and of any movement recorded therein. Every shareholder is also entitled to be provided at all times with proof of the balance of his account, at his own expense.

Global certificates. Companies authorized to make public offerings may issue global certificates of their integrated shares, with the requirements of Articles 211 and 212, for their registration in collective deposit regimes. For such purpose, they shall be considered definitive, negotiable and divisible.

Securities tradable. Companies must issue securities representing their shares in the amounts and proportions established by the regulations of the stock exchanges where they are listed.

Provisional certificates. As long as the shares are not fully integrated, only nominative provisional certificates may be issued.

Once the integration has been completed, the interested parties may demand the registration in the accounts of the book-entry shares or the delivery of the definitive certificates.

Pending such delivery, the provisional certificate will be considered definitive, negotiable and divisible.

Deeded shares. The bylaws may authorize that all the shares or some of their classes are not represented by certificates. In such case they must be registered in accounts kept in the name of their holders by the issuing corporation in a register of book-entry shares to which Article 213 applies as applicable, or by commercial or investment banks or authorized securities depositories.

The quality of shareholder is presumed by the records of the accounts opened in the register of book-entry shares. In all cases the corporation is liable to the shareholders for any errors or irregularities in the accounts, without prejudice to the liability of the bank or stock exchange to the corporation, as the case may be.

The corporation, the bank or the stock exchange must provide the shareholder with proof of the opening of his account and of any movement recorded therein. Every shareholder is also entitled to be provided at all times with proof of the balance of his account, at his own expense.

Signature: their replacement. They shall be subscribed with a handwritten signature by no less than one director and one trustee. The controlling authority may authorize, in each case, their replacement by printing that guarantees the authenticity of the certificates and the corporation shall record a facsimile thereof in its file.

Coupons. Coupons may be bearer coupons, even in the case of registered shares. This provision is applicable to certificates.

Signature: their replacement. They shall be subscribed with a handwritten signature by no less than one director and one trustee. The controlling authority may authorize, in each case, their replacement by printing that guarantees the authenticity of the certificates and the corporation shall record a facsimile thereof in its file.

Coupons. The coupons may be bearer coupons. This provision is applicable to certificates.

1) Classes of shares, rights and obligations they entail;

2) State of integration, with indication of the name of the subscriber;

3) If they are bearer shares, the numbers; if they are nominative, the successive transfers with details of dates and individualization of the purchasers;

4) The rights in rem encumbering the registered shares;

5) The conversion of the securities, with the data corresponding to the new ones;

6) Any other mention deriving from the legal status of the shares and their modifications.

1) Classes of shares, rights and obligations they entail;

2) State of integration, with indication of the name of the subscriber;

3) The successive transfers of the shares, with details of the dates and individualization of the purchasers;

4) The rights in rem encumbering the registered shares;

5) The conversion of the securities, with the data corresponding to the new ones;

6) Any other mention deriving from the legal status of the shares and their modifications.

In the case of book-entry shares, the issuing company or entity keeping the register will send notice to the holder of the account in which a debit is made for the transfer of shares, within ten (10) days of registration, at the domicile that has been established; in companies subject to the public offering regime, the controlling authority may regulate other means of informing the partners.

Endorsable shares are transmitted by an uninterrupted chain of endorsements and for the exercise of its rights the endorsee will request the registration.

In the case of book-entry shares, the issuing company or entity keeping the registry will send notice to the holder of the account in which a debit is made for the transfer of shares, within ten (10) days of registration, at the domicile that has been established; in companies subject to the public offering regime, the controlling authority may regulate other means of informing the partners.

Privileged voting shares may not be issued after the corporation has been authorized to make a public offering of its shares.

Privileged voting shares may not be issued after the corporation has been authorized to make a public offering of its shares.

Suspension of rights. The rights corresponding to such shares shall be suspended until their disposal; they shall not be computed for the determination of the quorum or majority.

Suspension of rights. The rights corresponding to such shares shall be suspended until their alienation or allotment; they shall not be computed for the determination of the quorum or majority.

In the event that the shares are to be delivered to the administrators, the distribution must be resolved by an extraordinary meeting.

In the corporations referred to in Article 299, except for those provided for in subsection 7), the board of directors shall be composed of at least three directors.

If the shareholders’ meeting is empowered to determine the number of directors, the bylaws shall specify the minimum and maximum number allowed.

In the corporations referred to in Article 299, the board of directors shall be composed of at least three directors.

If the shareholders’ meeting is empowered to determine the number of directors, the bylaws shall specify the minimum and maximum number allowed.

All companies included in Article 299 must have a plural Board of Directors.

However, the Director shall remain in office until he/she is replaced.

Silence of the bylaws. In the event of silence in the bylaws, it is understood that the term provided for is the maximum term authorized.

However, the Director shall remain in office until he/she is replaced.

The bylaws may delegate to the Assembly the determination of the term for which the Board of Directors is elected.

Silence of the bylaws. In the event of silence in the bylaws, it is understood that the term of office is indefinite.

The bylaws may delegate to the Assembly the determination of the term for which the Board of Directors is elected.

In case of silence in the bylaws, it is understood that the term is indefinite.

When the company is included in Section 299 – except in the cases provided for in subsections 2 and 7 and in the case of SMEs that fall under the special SME regime regulated by the National Securities Commission – the syndics must be collegiate in odd number.

Each share shall in all cases entitle the holder to only one vote for the election and removal of the syndics, without prejudice to the application of Section 288.

Disregard. Companies that are not included in any of the cases referred to in Article 299 and those that make public offerings of guaranteed negotiable obligations, pursuant to the Regime established by the National Securities Commission, may dispense with the syndicate when so provided in the bylaws. In such case, the partners have the right of control conferred by Article 55. When the amount of the capital increase exceeds the indicated amount, the meeting that so resolves must appoint a trustee, without the need to amend the bylaws.

When the corporation is included in Article 299, the syndicate must be collegiate in odd number.

Each share will in all cases give the right to only one vote for the election and removal of the syndics, without prejudice to the application of Article 288.

Disregard. Companies that are not included in any of the cases referred to in Article 299 and those that make public offerings of guaranteed negotiable obligations, pursuant to the Regime established by the National Securities Commission, may dispense with the syndicate when so provided in the bylaws. In such case, the partners have the right of control conferred by Article 55. When the amount of the capital increase exceeds the indicated amount, the meeting that so resolves must appoint a trustee, without the need to amend the bylaws.

When the right set forth in Article 311 is exercised by the minority, public administration officers may not be directors, trustees or members of the supervisory board for private capital.

Directors and trustees by the minority. The bylaws may provide for the appointment by the minority of one or more directors and one or more syndics. When the shares of the private capital reach twenty percent (20%) of the capital stock, they will have proportional representation on the board of directors and will elect at least one of the trustees. Article 263 does not apply.

Form. They may be bearer or nominative; in this case they may or may not be endorsable. The transfer of nominative securities and of the real rights encumbering them must be notified to the company in writing or recorded in a registry book to be kept for this purpose by the debtor company. It takes effect against the company and third parties as from its notification. In the case of endorsable securities, the last endorsement will be notified.

Form. They shall be nominative, endorsable or not. The transfer of nominative securities and of the real rights encumbering them must be notified to the corporation in writing or recorded in a registry book to be kept for that purpose by the debtor corporation. It takes effect against the company and third parties as from its notification. In the case of endorsable securities, the last endorsement will be notified.

20°

ARTICLE 20 – The Inspector General of Justice is in charge of an Inspector General, who represents it and is responsible for compliance with this law.
The Inspector General must meet the same conditions and shall have the same remuneration and incompatibilities as the judges of the National Courts of Appeals.

The Inspector General of Justice shall be in charge of an Inspector General, who represents it and is responsible for the compliance with this law.
The Inspector General shall be appointed by the NATIONAL EXECUTIVE BRANCH from a list of three candidates proposed: ONE (1) by the Notary Public Association of the City of Buenos Aires and TWO (2) by the Public Bar Association of the City of Buenos Aires.
The Inspector General shall meet the same conditions and shall have the same remuneration and incompatibilities as the judges of the National Courts of Appeals.

Proposes that the election of the Inspector General of Justice be carried out by the Executive Branch based on a short list of three (3) candidates proposed as follows: One (1) candidate proposed by the Notary Public Association of the Federal Capital and two (2) candidates proposed by the Bar Association of the City of Buenos Aires.