Registration Rules for Corporations and SAS Amended

The City of Buenos Aires Public Registry (IGJ) issued IGJ General Resolution 11/2026, published in the Official Gazette on September 22, 2026, which introduces significant changes to the registration regime applicable to corporations and simplified joint-stock companies (SAS). The new Resolution repeals several provisions in IGJ General Resolutions 15/2024, 6/2017, 3/2020, and 11/2024, to align the regime with criteria of simplification, proportionality, and legal certainty.

Among the main changes, the filing requirements for registering the incorporation of corporations have been simplified. It will no longer be compulsory to submit a legal opinion for the incorporation and for certain subsequent registrations provided for in article 33, paragraph 1 and paragraph 2, subparagraphs h), j), and k) of General Resolution IGJ 15/2024, although submitting it remains optional. 

Regarding the corporate purpose, the IGJ now allows including one or more categories of activities expressed in sectoral or functional terms, without requiring a connection between them or a detailed description of the specific activities that comprise it. It also removed the requirement to show alignment between share capital and corporate purpose. This eases capitalization requirements at incorporation. The Resolution now expressly allows SAS to use broad phrases such as “the conduct of any lawful activity.” These amendments are complemented by the repeal of IGJ General Resolutions 3/2020 and 11/2024.

On the other hand, the Resolution significantly simplifies the legal capacity requirements for incorporating companies and eliminates specific requirements for emancipated minors, foundations, and civil associations.

Regarding SAS, the resolution repeals various provisions of IGJ General Resolution 6/2017 and establishes that the general rules for incorporation and registration apply to them, notwithstanding the special provisions in Law 27349.

Regarding contributions, the Resolution modifies the acceptable methods for proving the payment of monetary contributions and reorganizes the requirements applicable to the various categories of non-monetary contributions.

With respect to monetary contributions, as a new provision, when the amount to be contributed is equal to or less than two minimum living wages, the contribution may be substantiated by an affidavit from the partners or managers, or by a receipt signed by the designated legal representative, under the terms the Resolution establishes.

It also systematizes the requirements for non-monetary contributions, differentiating them based on whether the assets are registrable property, non-registrable personal property, securities, goodwill, equity interests, or virtual assets. The Resolution incorporates specific provisions for contributions of virtual assets, establishing guidelines for proving ownership, deposit, and valuation.

The Resolution also states the option to establish a supplementary electronic registered office via email, without replacing the physical registered office. Furthermore, it allows including arbitration clauses and updates the regime governing registrable documents for SAS. From a practical perspective, the reform could help simplify registration procedures and expand the flexibility available for structuring corporate vehicles, in line with the principles of contractual freedom and the facilitation of economic activity invoked by the IGJ in the grounds for its resolution.

Finally, the Resolution becomes enforceable on September 23, 2026.