Foreign companies: IGJ simplifies procedures and reduces registration requirements

Subject

Formerly

Now

Partial unification of the regime applicable to foreign companies registered under Articles 118 and 123 of the General Companies Act.

• Separate regulations according to the type of operation in Argentina.
• Marked differences between branches and participation vehicles.

• Common requirements for both regimes.
• Only additional requirements specific to branches are maintained.

Simplification of corporate documentation.

• All historical amendments to the articles of association had to be submitted.

• Only the current articles of association may be submitted, accompanied by:
  • a note from the legal representative; or
  • a certified ordered text.

Flexibility regarding the powers of the foreign signatory.

Strict formal accreditation of powers of attorney was required.

The signatory's own declaration before a notary is accepted as a valid alternative.

Resignation of legal representatives without the intervention of the parent company.

Acceptance or formal processing of the waiver by the foreign company was necessary.

The resignation may be registered in compliance with certain local requirements, even without the intervention of the parent company.

Elimination of asset requirements for branches.

There was an obligation to restore assets and restrictions in the event of accumulated losses.

These obligations and restrictions are eliminated, providing greater operational flexibility.

Simplification for foreign types of companies not provided for in Argentine legislation.

The foreign corporate structure had to be technically explained.

This requirement is eliminated.

Materiality criterion for unregistered foreign companies.

There was a wide risk of registration observations or rejections.

Only acts where the vote of the non-registered company would have been decisive will be affected.

Possibility of joint filing of proceedings.

The registration of the foreign company and the incorporation of the local company had to be processed separately.

Both procedures can now be carried out simultaneously.