Registration Regime for Foreign Companies Now Amended

General Resolution 13/2026 of the Public Registry of the City of Buenos Aires (IGJ), published in the Official Gazette on November 4, 2026, replaces item b, section 1, article 164 of Annex A to IGJ General Resolution 15/24. This amendment changes the way bylaws are filed by companies incorporated abroad and registered under articles 118 third paragraph and 123 of the Argentine Companies Law 19550 (LGS). GR 13/26 enters into force on November 5, 2026, and also applies to proceedings pending by that date.

GR 13/26 builds on the reform General Resolution 4/2026 (published on May 26, 2026) introduced just six months ago, which had comprehensively overhauled the registration regime for foreign companies. Accordingly, GR 4/26 had replaced article 164 of GR 15/24 and consolidated into a single article the common requirements for registrations under articles 123 and 118 of the LGS. 

Regarding bylaws, GR 13/26 requires: 

1.    filing the articles of incorporation and their amendments as copies certified by a notary public or by the registry authority of the home jurisdiction; 
2.    the option of replacing with a legal representative’s note (stating the date, purpose, and registration details) those amendments that did not involve a change of name, conversion, reorganization, or cross-border change of jurisdiction; and 
3.    accepting the restated version of the bylaws in force in lieu of the amendments, but only if it did not reflect amendments of that nature.

In practice, before GR 13/26, if a company had ever changed its name, corporate type, or jurisdiction, or of it had been a party to a merger or spin-off, the restated bylaws were not sufficient and the chain of amendments had to be reconstructed, together with the corresponding translations and legalizations. Now, following GR 13/26, the IGJ allows filing bylaws—at the applicant’s choice—through either: 

(i)    the articles of incorporation and their amendments or 
(ii)    the restated version of the bylaws in force, together with any amendments involving a change of name, conversion, merger, spin-off, or change of jurisdiction, unless their background is evidenced in the restated text itself.

For option (i), applicants must state that all amendments are being submitted or that there were none. For option (ii), applicants must state that all structural amendments are being submitted, that their background is evidenced in the restated text, or that there were none.

This statement may be included in the pre-qualification opinion or in a sworn statement of the parent company or the legal representative.
Unlike GR 4/26, the restated bylaws are now acceptable even if the company has undergone structural amendments. Only those specific amendments need to be submitted, and not even those are required when their background is already reflected in the restated text. According to the recitals, the change stem from the fact that in many home jurisdictions the registry does not issue the articles of incorporation with their amendments, but rather the restated bylaws in force.

GR 13/26 also provides that any amendment may be proved through a sworn statement of the parent company or the legal representative. This statement must include date, purpose, and registration details. In the case of a structural amendment, the statement must also describe its background (former name, type, or jurisdiction; or the participating companies and their type of participation). If applicable, they must also include the link of legal continuity. Under GR 4/26, the representative’s note was only admissible for non-structural amendments.

GR 13/26 reiterates that instruments must be filed certified by a notary public or by the registry authority of the home jurisdiction, and now expressly admits verifiable digital format.

Considering all this, GR 13/26 could significantly reduce the cost and timeframe for registering foreign companies with complex corporate histories.