New Regulations Issued by the City of Buenos Aires Regarding the Registration of Trust Agreements

The Executive Power of the City of Buenos Aires issued Decree No. 300/15 on October 14, 2015 (“Decree No. 300/15”) which implements the set-up of a new Public Registry of Trust Agreements in the City of Buenos Aires (the “Registry of Trust Agreements”), using technological tools. In addition, it delegates other matters concerning the implementation of the Registry of Trust Agreements to the Legal and Technical Secretariat (the “SECLYT”).

On the same date, Resolution No. 566/SECLYT/15 (“Resolution No 566/SECLYT/15”) was passed implementing the Registry of Trust Agreements through an electronic registry with the following characteristics: electronic interface; allowing remote uploading of documentation; granting unrestricted access with password; and granting a registration number after uploading the documentation or data to the platform. It also regulates that the documentation should be uploaded by a public notary of the City of Buenos Aires.

The regulations under analysis do not refer to the provisions on registration of trust agreements of Resolution No. 7/2015 enacted by the Public Registry of Commerce (“Resolution No. 7/2015” and “PRC”, respectively). Although Decree No. 300/15 does not expressly state it, the City of Buenos Aires seems to understand that it is the competent authority to issue such regulations in this jurisdiction.

Trust agreements included

Unlike the provisions issued by the PRC, neither Decree No. 300/15 nor Resolution No. 566/SECLYT/15 establish the precise jurisdiction of the Registry of Trust Agreements, as they do not define which agreements should be registered. Nor have they defined whether the registration is limited to the existing agreements or if it should be extensive to future amendments.

The regulations under analysis do not exclude any agreement from the jurisdiction of the Registry of Trust Agreements (not even financial trusts).

As the regulations of the City of Buenos Aires do not establish the effective date, it will be defined by the date of publication.

Issues related to the registration

Decree No. 300/15 and Resolution No. 566/SECLYT/15 differ from Resolution No. 7/2015 by not describing the procedure for requesting registration of the agreement.  In this sense, the provisions do not regulate the documentation that should be uploaded to the platform or whether the public notary should only complete a digital form, or has to upload the agreement. The regulations do not describe what information should be completed. It is expected that those details will become public once the web platform is available.

Effects of the registration

The new provisions of the City of Buenos Aires do not regulate the effects of the lack of registration of trust agreements, following the same approach as the new Civil and Commercial Code and Resolution No. 7/2015.

Resolution No. 7/2015 and Decree No. 300/15

Today, there are two registries in the City of Buenos Aires that govern the registration of trust agreements: the PRC and the Registry of Trust Agreements. The conflict as to which is the competent jurisdiction to implement the Public Registry of trust agreements regulated in section 1669 of the new Civil and Commercial Code must eventually be settled by the courts.