Regime for Foreign Companies Now Simplified

General Resolution 4/2026 of the Public Registry of the City of Buenos Aires (IGJ), published in the Official Gazette on May 22, 2026, introduces substantial amendments to the regime governing foreign companies under General Resolution 15/2024. The new Resolution aims to simplify registration procedures, unify the regimes under articles 118 and 123 of the Argentine Companies Law (LGS), eliminate formal requirements lacking a verifiable supervisory function, and align Argentina’s corporate regulatory framework with international standards to promote foreign investment.

The Resolution reflects the experience gained by implementing the Registry under IGJ Resolution 15/2024—which revealed formal requirements that increased compliance costs without adding verifiable control value—and the participatory rulemaking process established through IGJ General Resolution 2/2026, whose public consultation identified operational frictions, unnecessary costs, and access barriers affecting foreign companies. 
 

The most relevant reforms include:

1. Unifying registration requirements: The Resolution introduces a unified registration regime under articles 118 and 123 of the LGS, thus consolidating in a single provision the requirements applicable to foreign companies. Accordingly, it establishes common basic requirements for both scenarios and provides additional requirements only for cases of habitual activities in Argentina under article 118. The regulation also incorporates simplification and formal flexibility measures.

On the other hand, it introduces relevant operational provisions, such as the possibility of processing the registration of a foreign company jointly with the incorporation of a local company and requesting the legalization of accounting books within the same filing.

2. Sufficiency of registration under article 118: Registration pursuant to article 118, third paragraph, expressly exempts foreign companies from the registration requirement in article 123. The Resolution also regulates cases where a company registered under article 118 cancels such registration but chooses to continue operating under article 123. In such cases, the Resolution requires submitting the parent company’s resolution and complying with requirements regarding the appointment of a representative.
 

3. Restrictive approach for non-cooperative jurisdictions: The Resolution expressly provides that compliance with registration requirements will be assessed under a restrictive approach for companies incorporated, registered, or organized in non-cooperative jurisdictions or those identified by the Financial Action Task Force (FATF) as high-risk or subject to enhanced monitoring. It removes the references to offshore companies and preserves the IGJ’s authority to request additional documentation in accordance with Book XI.

4. Change of jurisdiction of foreign companies: All scenarios involving change of jurisdiction—whether from provincial jurisdictions into the City of Buenos Aires, from the City to other jurisdictions, or from abroad—are consolidated into a single provision, clearly organizing the documentary requirements applicable to each case. No new registrations will be processed until cancellation of registration in the originating jurisdiction is evidenced.
 

5. Registration of the surviving company: the prior description of the effects of foreign company reorganizations is eliminated. The Resolution establishes that the surviving company must register by submitting documentation evidencing the transaction.

6. Submission of financial statements: the new Resolution eliminates the requirement to submit a sworn statement regarding beneficial ownership, as well as an explanatory note from the legal representative regarding updates to such information.
 

7. Capital allocation: The Resolution maintains the general framework for evidencing capital contributions, while introducing greater flexibility. Contributions in cash may now be evidenced by funds deposited in either local or foreign financial institutions, and the requirement to justify the valuation of in-kind contributions is eliminated.

8. Registrable acts of local companies with foreign shareholders: The principle that foreign companies must be registered under articles 118 or 123 of the LGS to participate in registrable acts of local companies is maintained. However, the effects of failure to register are reformulated. If votes cast by an unregistered foreign company were decisive in forming the corporate will, the act will not be registrable until the company complies with registration requirements. Moreover, such omission does not affect the unanimous nature of the shareholders’ meeting for purposes of article 237 of the LGS.
 

9. Companies with domicile or principal purpose in Argentina: The Resolution establishes a general framework for registering the adaptation of foreign companies, simplifying documentary requirements by referring to those applicable to the incorporation of local companies, supplemented by specific additional requirements.

10. Voluntary closure of a branch: The framework is simplified and structured into two clearly differentiated stages:
(i)    requirements for registering the voluntary closure and appointment of a liquidator, 
(ii)    additional requirements for cancellation of registration.
 

11. Cancellation of companies registered under article 123: The cancellation regime is simplified. To cancel a registration, the Resolution only requires the parent company’s resolution approving the cancellation and a sworn statement of beneficial ownership.
 

12. Formalities of foreign documentation: The obligation remains that foreign documents be executed by a duly authorized representative, whose authority must be properly evidenced. However, the Resolution introduces alternative compliance methods. Foreign documents may be submitted through notarization by a notary public in Argentina, with an express statement confirming compliance with legal requirements.

Where notarization of the signatory’s authority is not feasible, a declaration by the officer confirming adequate authority remains admissible. Additionally, digital documents reproduced in paper format are now accepted, provided they are duly apostilled and verifiable in terms of integrity, traceability, and immutability.
 

13. Resignation of representatives: A specific regime is established for registering the resignation of representatives of foreign companies when such resignations have not been addressed by the governing body or when there is uncertainty as to its consideration. The Resolution expressly grants the resigning representative standing to request registration and establishes the procedure for doing so.

14. Foreign non-profit entities: the Resolution broadly refers to the requirements applicable to companies incorporated abroad, with only foundations receiving distinct treatment. 

Overall, the amendments aim to enhance operational efficiency while preserving the principles of transparency and legal certainty inherent to the IGJ.

The Resolution entered into force on the day following its publication in the Official Gazette (May 23, 2026).