“Urgent” Procedure Registration of Limited Liability Companies

ARTICLE
“Urgent” Procedure Registration of Limited Liability Companies

On July 11, 2017, General Resolution No. 5/2017 of the Public Registry of Commerce (“PRC”) was published in the Official Gazette, which established an urgent procedure for limited liability companies that came into force on July 12, 2017.

July 31, 2017
“Urgent” Procedure Registration of Limited Liability Companies

General Resolution No. 5/2017 (the "GR 5/17") established a differentiated treatment for the filing for initial registration and a special procedure for the recording of the corporate books of limited liability companies (the "SRL") that submit their request for initial registration under the urgent procedure modality as from the date the GR 5/2017 entered into force.
 

1.     Inscription of the incorporation of the S.R.L.

As a consequence of the modification proposed by the GR 5/2017, the initial registration of those S.R.L.s filed under the urgent modality will be concluded, if there are no objections, within 24 hours as from submission.

This implies an amendment to PRC´s General Resolution No. 7/2015, which provided in article 52 a system whereby certain filings can be made under the "urgent modality", in which case such filings will be concluded within 72 hours as from their submission.
 

2.     Obtaining the Tax Registration Number

Within the 24-hour period, the S.R.L. can also obtain a tax identification code (Clave Única de Identificación Tributaria, CUIT.)

For this purpose, the affidavit Form AFIP 185, established in Joint General Resolution No. 05/2007 (PRC) and No. 2,325 (AFIP), must be filed.

The affidavit must be completed through the corresponding application, which can be accessed on the PRC’s website. The evidence of filing generated by the application must also be filed with the PRC.
 

3.     Book recording

As usual, after the initial registration of the S.R.L., the PRC will issue security labels for the daily, inventory and balance sheet, and managers’ and partners’ meeting minutes’ books, and will proceed to register them.

Pursuant to GR 5/2017, these books may now be withdrawn from the reception desk of the PRC’s Intervention and Book Registration area as from the first business day following the date of the filing for initial registration of the S.R.L., from 11 am to 1 pm.

Only the legal representative of the S.R.L., or a person duly authorized in the instrument of incorporation presenting his or her I.D. and evidence of the registration of the S.R.L, may withdraw the books.
 

4.     Conclusions

In conclusion, filings for initial registration of an S.R.L. that are made under the urgent modality as from the date RG 5/2017 entered into force, will be registered within 24 hours as from their submission, if there are no objections. The procedure to obtain the CUIT and the registration of books has also simplified and fast tracked since it can be done at the same time as the initial registration. This step is as important as the new-found speediness of the registration itself.