Automatic Notifications Given by the Public Registry of Commerce

On November 5, 2014 the Public Registry of Commerce of the City of Buenos Aires (the “PRC”) issued General Resolution 2/2014 (hereinafter, “Resolution 2/2014”), adding new cases in which the PRC automatically and tacitly notifies its decisions or observations. Resolution 2/2014 was published in the Official Gazette on November 7, 2014 and came into full force and effect the day after its publication.
 
Automatic and tacit notification was originally established by General Resolution 7/2005 issued by the PRC on August 23, 2005 (“Resolution 7”) only for proceedings requiring the issue of a legal or accounting opinion. Resolution 2/2014 was issued in order to accelerate other proceedings before the PRC, adding new cases where the PRC serves automatic and tacit notifications. Notifications are published in the official website of the PRC and may be consulted at any time by the interested party.
 
Resolution 2/2014 modifies Section 22 of Annex A of Resolution 7 to establish that the following cases are subject to automatic and tacit notifications from the PRC:

1. proceedings which require a legal or accounting opinion, pursuant to Annex II of Resolution 7;
   
2. proceedings through which a provisional or final certificate of bi-national Argentine-Brazilian companies are requested, pursuant to sections 255 to 258 of Resolution 7;
   
3. annual filings of foreign companies registered according to sections 118 or 123 of the Argentine Companies Law No. 19,550;
   
4. periodic reports regarding the systems for accounting registrations authorized by the PRC, pursuant to section 287, paragraphs I and II of Resolution 7;
   
5. request to hold members’ meetings in nonprofit organizations outside the organization’s jurisdiction, pursuant to section 408 of Resolution 7;
   
6. request of authorization to use certain systems for accounting registrations, pursuant to section 284 of Resolution 7;
   
7. registration of corporate books, as provided in section 242 of Resolution 7;
   
8. request the assistance of a PRC inspector to shareholders’ meetings or board of directors’ meetings, pursuant to section 150 of Resolution 7;
   
9. request the assistance of a PRC inspector to the members’ meetings or to board of directors’ meetings in nonprofit organizations, pursuant to sections 412, 429 and 434 of Resolution 7; and
   
10. proceedings in relation with individual registrations and authorizations to practice commerce, pursuant to Book V, Titles I and II of Resolution 7.
    

Resolution 2/2014 establishes that observations shall be considered notified by the PRC in the above mentioned cases the next business day after the date on which the proceedings are available to be consulted by the interested party in the pertinent area of the PRC. Observations must be answered within 10 days; if not, the PRC will archive the proceedings.