The Resolution streamlines the documentary requirements for the registration of foreign companies conducting regular business activities in Argentina (Section 118 of the General Companies Law) and those holding interests in Argentine companies (Section 123). Foreign companies may now submit the current consolidated version of the bylaws in lieu of all historical amendments, except in cases involving a change of corporate name, corporate transformation, reorganization, or a change of transnational jurisdiction.
The Resolution also eliminates the requirement to declare the absence of liquidation proceedings and/or restrictions affecting the company’s assets abroad. In addition, the acceptance of appointment and establishment of domicile by a local representative may now be evidenced through a signature certification issued by a licensed attorney or certified public accountant, without the need for notarization.
The Resolution further allows the registration of a foreign company to be requested simultaneously with the incorporation of the Argentine company in which the foreign entity will hold an interest, with the registration of the local company being subject to the fulfillment of the foreign company’s registration requirements.
The new framework also accommodates digital documentation and electronic apostilles. New Section 203 expressly allows the filing of corporate resolutions issued in digital format and reproduced in hard copy, provided that their integrity, traceability, and immutability can be verified. It also expressly provides for the alternative of submitting foreign documentation through notarization by means of a public deed executed before an Argentine notary public.
With respect to regulatory oversight, the reform eliminates a substantial portion of the financial controls applicable to branches and permanent representations. In particular, the repeal of Sections 176, 177, 178, and 180 removes the requirement to maintain positive shareholders’ equity, the procedures for formal notices in connection with deficit situations, and the restrictions on registering capital allocations where accumulated losses exist.
Moreover, new Section 179 relaxes the rules governing proof of allocated capital, allowing companies to demonstrate capitalization through funds deposited with either Argentine or foreign financial institutions.
Section 204 introduces a mechanism allowing the resignation of a local representative to be registered even in the absence of a corporate resolution from the foreign company, provided that formal notice has been duly given and at least ninety (90) days have elapsed without a response.
Finally, the Resolution amends the rules governing transfers of jurisdiction, the adaptation regime set forth in Section 124 of the General Companies Law applicable to foreign companies whose domicile or principal business activity is located in Argentina, as well as the requirements for cancelling the registration of such companies, among other matters.
The Resolution entered into force on the day following its publication in the Official Gazette.