New PRC Resolutions

The Public Registry of Commerce of the City of Buenos Aires ("PRC") has recently issued the following general resolutions: (i) Resolution No. 3/2016 (the "PRC Res. 3/16"), published in the Official Gazette on February 1, 2016; (ii) Resolution No. 4/2016 (the "PRC Res. 4/16"), published in the Official Gazette on February 2, 2016; and (iii) Resolution No. 5/2016 (the " PRC Res. 5/16"), published in the local Official Gazette on February 15, 2016.

Along these lines, the most important changes incorporated by the above resolutions shall be highlighted.

i) PRC Res 3/16 - Access to information: By issuing this resolution, the PRC finally allows access to public information within the limitations imposed by Law No. 25,326 (Law on Protection of Personal Data). The PRC Res. 3/16 eliminates the requirement to demonstrate “legitimate interest” in order to be able to access the company’s files archived in the PRC and obtain copies of them -reference can be made to Marval News # 155 publication. 

The PRC takes its decision based on the fact that citizen participation is a pillar of democracy, and that its main tool is the right to access public information, besides the provisions of the Constitution, various Argentine laws and decrees.

In this sense, it is important to note that the preamble to the resolution refers to Section 9 of  Argentine Companies Law No. 19,550, which states that the files where information of the companies is kept are available for public consultation, while highlighting the work of legal consultants who have constantly said that "in no way should the publicity and transparency of records be restricted or limited because that would not only go against the right to access public information but also against its purpose, which is to ensure legal certainty and control government actions by individuals. "

In brief, any person will now be able to request public information at the PRC, paying the appropriate fees and without having to prove any legitimate interest.

ii) PRC Res. 4/16 “Operation Affidavit PRC General Resolution No. 1/2010": In another note, the PRC Res. 4/2016 suspends for ninety (90) business days from January 29, 2016, the "Operation Affidavit PRC General Resolution No. 1/2010" and abrogates Section 1 of General Resolution IGJ No. 4/2014 (hereinafter "Res. 4/2014 "). Res. 4/2014 established that entities that had filed the affidavit under General Resolution PRC No. 1/2010 (hereinafter “DDJJ 1/2010") that had been subsequently summoned and had not amended the omissions or deficiencies, would be unable to register corporate resolutions before the PRC.

Res. 4/16 is issued on the grounds that obligations to register and file certain corporate resolutions for entities still survive and should not be an impediment for those who intend to conclude procedures, even being listed in the Register of Inactive Entities (hereinafter the "RIE").

In conclusion, those entities that are in the RIE may file corporate resolutions and obtain registration, and those that are not in the RIE but have been summoned to correct omissions or deficiencies may also perform such filings leading to fulfil their registration obligations –reference can be made to the Marval News # 96 publication.

iii) PRC Res. 5/16- Financial statements on paper: This resolution revokes General Resolution PRC No. 9/2015 (the “Res. 9/2015) which provided that “Sociedades de Responsabilidad Limitada” (“SRL”) included under section 2 of Section 299 of the Argentine Companies Law No. 19,550 needed to file their financial statements before the PRC through the software application called “SITIGJ”.

The preamble to the Res. 5/16 explains that due to some technical difficulties encountered with SITIGJ application for SRL, the SRL’s with corporate capital equal or higher that AR$ 10,000,000 shall file their financial statements before the PRC in paper format (as it was according to the proceeding before Res. 9/2015 was enacted) and establishes further details for such filing.

Deadline for filing continues to be within fifteen (15) days after the shareholders’ meeting that considered said financial statements.