Proceedings Before Public Registry of Commerce Streamlined

General Resolution 3/2026 of the Public Registry of the City of Buenos Aires (IGJ), published in the Official Gazette on May 13, 2026, introduces several amendments to General Resolution 15/2024, aimed at simplifying registration procedures, reducing costs, and eliminating certain formal requirements which, according to the agency, do not serve a substantial function of control or registry publicity.

The Resolution is part of the broader State reform and economic deregulation process promoted by the Executive and follows the experience gained from applying GR 15/2024, as well as the public consultation process implemented through General Resolution 2/2026. 

The most significant amendments introduced by the Resolution are:

1.    Expansion of the grounds allowing the recusal of acting inspector in a proceeding and review by a higher-ranking authority: The Resolution replaces article 31 of Annex A of GR 15/2024, which establishes the recusal of the acting inspector and review by a higher-ranking authority in cases of unjustified delay or unlawful observations. In the past, the request could be reviewed hierarchically within five days and was not admissible when the delay was not attributable to the inspector or was generalized. The new article 31 incorporates the possibility of requesting the above in cases of contradictory observations between inspectors, notices exceeding the powers granted under Law 22315, and notices contradicting criteria previously established by the IGJ.

The Resolution also incorporates the possibility of requesting expedited processing and a tacit denial if there is no decision within five days of the request. This enables judicial appeal.

Furthermore, it expressly recognizes the power of the higher-ranking authority to ex officio correct improper observations and redirect the proceeding in accordance with the law in cases of recusal of the acting inspector and requests for hierarchical review.

2.    Simplification of compliance with registration chain requirements when appointing directors: The Resolution amends article 37 of GR 15/2024 by incorporating the rules previously set forth in article 107 of GR 15/2024—now repealed by the Resolution—under which the chain requirement is deemed satisfied when: 
(i)    the directors holding the immediately preceding term are registered, 
(ii)    the directors, even if not registered, are the same individuals whose renewal is being requested,
(iii)    the removal of the immediately preceding unregistered directors is requested simultaneously, provided that they differ from the authorities whose appointment is sought to be registered.
 

3.    Directors’ guarantee: The Resolution maintains the amend to article 70 of Annex A of GR 15/2024 by General Resolution 1/2026 and incorporates the rules regarding prequalification reports previously included in article 71, repealing such article. In this regard, although the criterion is that a sworn statement by the reporting professional will suffice, the Resolution establishes the following exceptions: 
(i)    compliance with the guarantee arises directly from the instrument submitted for registration, 
(ii)    funds are deposited into the company’s treasury, in which case it is sufficient to state effective compliance together with the acceptance of office, 
(iii)    the company has a statutory audit body, in which case verification will be carried out by such body and evidenced in the report.

4.    Remote meetings: Regarding remote meetings, the Resolution reformulates the regime established in article 72 of Annex A of GR 15/2024 by reversing the statutory authorization rule. Going forward, companies may hold meetings of their management or governing bodies remotely, as a general rule, unless expressly prohibited by the bylaws. It also simplifies requirements by eliminating the need for platforms with simultaneous audio and video and the participation of the supervisory body as an express requirement.

5.    Amendments to the regime governing the registration of appointment and removal of directors: 

(i)    Requirements previously scattered (arts. 104, 105 and partially 107) are consolidated into a single article.

(ii)    Acceptance of the position may arise unequivocally from the minutes submitted for registration, from a note signed with an electronic or digital signature, or from verification carried out by the reporting professional.

(iii)    The possibility for directors to establish an electronic domicile is incorporated.

(iv)    The assumption of an alternate as full member requires, unless otherwise provided by the bylaws, only the declaration of vacancy of the management body. When the body lacks quorum, alternates who have accepted the position may directly assume the position, declare the vacancy, and fill the positions.

(v)    The IGJ is empowered to assess the registrability of submitted documentation in cases not expressly provided for, in accordance with general principles of registration procedure, while maintaining the standing of the resigned director to request registration.

(vi)    The Resolution incorporates a specific procedure to register a director’s resignation not addressed by the competent body, expressly recognizing the standing of the resigning party to request such registration when the resignation has not been considered. The procedure provides for (a) formal notice at the registered office requiring consideration within five business days; (b) communication of the decision within five days; c) if no response is received within such periods, the resigning party may request registration; (d) if the resignation affects the regular functioning, the resigning party must remain in office until the governing body issues a decision. If after 90 business days there is no decision, the procedure may be resumed.

Finally, the Resolution repeals articles 71, 105, 107, 108, 109, 112, and 113 of GR 15/2024, within the framework of a process of simplification and regulatory reorganization. In general terms, the provisions related to directors’ guarantees and to the formal requirements of their appointment and performance are reformulated and mainly concentrated in the new articles 70 and 104, while aspects relating to the removal and resignation of directors have been systematized in articles 110 and 111.

The Resolution entered into force the day after its publication in the Official Gazette.