Companies, Non-Profit Associations and Foundations: Update of Information

 

On July 15, 2010, the Public Registry of Commerce of the City of Buenos Aires (the “PRC”), enacted General Resolution No 1/2010 (“Resolution 1/10”) by means of which certain legal entities are required to file a sworn statement about specific information, under the terms and conditions established for that purpose.

This resolution came into force on July 20, 2010, the day after of its publication in the Official Gazette, and is applicable to commercial companies, foreign and bi-national companies, non-profit associations and foundations.

Resolution 1/10 provides that the sworn statement must be signed by the legal entity’s president or legal representative, whose signature must be notarized, and determines as well the obligation for the legal entities to submit it before the PRC within 60 subsequent days counted as from the following dates:

• For foundations and non-profit associations, as from August 2, 2010;

• For foreign and bi-national companies, as from September 6, 2010;

• For commercial companies, as from October 4, 2010.

Moreover, Resolution 1/10 establishes the information that the sworn statement must include:

a) The actual headquarters of the operation, expressing whether it has been registered and/or communicated to the PRC;

b) The current corporate authorities, specifying the registration data as well as the names, personal ID, special domicile, positions for which the members have been elected and term of duration of their offices;

c) CUIT Number (tax identification code);

d) Where appropriate, according to the type of legal entity, the last financial statements filed before the PRC as well as the last paid fee, with the corresponding certificate proving compliance with the payments of  said fees, issued by the respective department of the PRC;

e) In the case of commercial companies, it must be expressly mentioned whether the legal entity is included in the cases established in Section 299 of the Argentine Companies Law No. 19,550.

In the event of non-compliance with the obligation to submit the sworn statement requested in Resolution 1/10, the PRC will not give course to any future proceeding that is filed before  said agency concerning the legal entity.

Moreover, the PRC may impose sanctions in case of (i) detecting any false information included in the sworn statement or (ii) non-compliance with the obligation to submit the sworn statement.