On February 21, 2020, the Superintendence of Corporations of the City of Buenos Aires (“IGJ”) issued General Resolution 02/2020 (“RG IGJ 02/2020”) which expanded the registration and information requirements in connection with the companies incorporated overseas.

RG IGJ 02/2020 repeals General Resolution IGJ 06/2018, reinstating the articles of the General Resolution IGJ 07/2015 (“RG IGJ 07/2015”) included under provisions of Title III, Book III regarding companies incorporated abroad. In that regard, the resolution restores the obligation to prove that the main economic activity of the company is carried out outside of the Argentine Republic through the submitting of documentation signed by a company officer, for all companies that intend to register in the Argentine Republic under Articles 118 or 123 of the General Companies Law No. 19,550 (“LGS”).

In turn, as provided in article 218 of the RG IGJ 07/2015, the prohibition of the registration of an offshore company from jurisdictions of that nature is also restored.

In addition, the RG IGJ 02/2020 incorporates the obligation of foreign companies registered in Argentina to submit the Annual Information Regime (“AIR”), within 120 calendar days after the closing date of the financial statements of the corresponding branch or representation office.

Finally, the RG IGJ 02/2020 establishes that the legal representatives of the companies incorporated abroad must keep until the cancellation of their registration as representatives plus an additional term as from such cancellation equal to that of the statute of limitation applicable to claims for non-contractual liability (i.e., three years), a guarantee in accordance with the provisions of subsections 2 and 3 of article 76 of the RG IGJ 07/2015. The amount of such guarantee for each legal representative will be five times the minimum capital required for corporations, which would correspond to AR$500,000. Legal representatives in office at the time of issuance of the RG IGJ 02/2020, must file the aforementioned guarantee with the next immediate filing of the AIR of the company.

For further information, please contact Juan Pablo Bove, Federico Otero, Julián Razumny, Pablo Tarantino or Agustín Griffi.