Registration of Directors and Guarantees

General Resolution 1/2026,  issued by the Public Registry of the City of Buenos Aires (IGJ), came into effect on April 14, 2026. This Resolution establishes interpretive criteria regarding the registration of members of the management body and corporate officers, clarifies their continuance in office after their terms expire, and introduces amendments to the regime of directors’ guarantees established under the current IGJ regulations.

The main aspects of the new regulations are:

1.    Declaratory nature of registration:

a.    The appointment and/or removal of directors, legal representatives, and corporate authorities takes legal effect as of the date of the valid corporate act that approves it.

b.    Validly appointed directors may exercise their functions even without the registration of their mandate with the IGJ; the lack of registration does not affect the validity of their acts.

c.    Third parties with knowledge of the appointment of said authorities may not invoke the lack of registration to challenge the legitimacy of their acts.

2.    Continuance in office after the expiration of the term: The IGJ refers to article 257 of Law 19550 and clarifies that the termination of the office of the administrators is not automatic. Directors are required to remain in their positions until duly replaced, to ensure the uninterrupted functioning of the company and safeguarding the interests of third parties.

3.    Enforceability against third parties: until new representatives have been appointed and have assumed office, the company may not invoke the expiration of a director's term to deny the authority exercised by those who continue in their functions, vis-à-vis third parties acting in good faith.

4.    Responsibilities: the legal duties regarding the call of meetings, registration, and record-keeping and the regime of directors' liability provided for under Law 19550 and supplementary regulations remain in force.

5.    Directors' guarantees: Article 70 of Annex A of IGJ Resolution 15/2024 is replaced. The guarantee required of incumbent directors may consist of cash deposits, government bonds, surety insurance, third-party guarantees, sworn bonds (caución juratoria), or other means provided for in the bylaws or by resolution of the shareholders' meeting. Sworn bonds are expressly admitted as a valid form of guarantee. When filing for registration, a sworn statement in the pre-qualification opinion regarding the posting of the guarantee will suffice. No guarantee will be required of directors representing the federal, provincial, or municipal government.

The Resolution seeks to provide greater clarity regarding the interpretive criteria that apply to the registration of corporate directors and the posting of guarantees, in line with the principles of freedom of contract, administrative simplification, and the reduction of formal requirements. We invite you to contact us for further advice on this matter.