Validity of Notices Served at the Registered Address

SUMMARY

On July 12, 2011, in “Acher, María Laura et al. v. Aderir S.A. et al.,” Argentina’s Supreme Court held that serving a complaint at a company’s registered office was valid, even though the company no longer operated there. Based on Section 11(2) of Companies Law 19,550, the Court ruled that all notices served at the registered office are valid and binding on the company, and that this presumption cannot be rebutted. The decision highlights the importance of keeping the registered office up to date with the Public Registry of Commerce (IGJ).

On July 12, 2011, in re “Acher, María Laura and others vs/ Aderir S.A and others s/ provisional measures”, the Argentine Supreme Court of Justice (“CSJN”, after its Spanish name) narrowly construed Section 11, subsection 2 of the Argentine Companies Law No. 19,550 (the “ACL”), which sets forth that “they shall be considered as valid and binding to the company all notifications served in the registered corporate domicile.”

Tribunal II of the Court of Appeals had ruled that all actions taken by the plaintiff were to be considered null and void, as the notification served in the domicile registered by the company with the Superintendency of Corporations (Inspección General de Justicia) was invalid, since the plaintiff knew that the defendant was not domiciled at that address.

The plaintiff appealed the ruling before the CSJN. The appeal was admitted, and the decision was reversed, imposing court costs to the defendant.

In the ruling, the Attorney General, and therefore the CSJN, understood that when serving process, judicial notices must be sent to the defendant’s real domicile. The Attorney General explained that the debate is based on the validity that should be given to judicial notices served at the registered domicile of legal entities, and that the validity of such notices does not admit evidence to the contrary (Section 90 of the Argentine Civil Code). Consequently, if such registered domicile is not the real domicile or it has not been updated, the consequences fall on the party who is responsible for keeping the registration of such domicile updated

The Attorney General explained that, when referring to companies, all notifications served at the registered corporate domicile shall be considered valid and binding (see Section 11.2, subsection 2 of the ACL). Therefore, the registered corporate domicile is the place where the law presumes iure et de iure that the company operates. Such corporate domicile will remain in force until it is modified and such modification is duly registered by the company with the corresponding Registry. In other words, a duly registered company should be served in process at the registered domicile (Section 11, subsection 2 of the ACL).

Likewise, regulations of the Superintendency of Corporations (Inspección General de Justicia) provide the obligation of keeping the corporate domicile updated.

In conclusion, the “Registry” system assures third parties and companies, that only the registered domicile of companies will be valid for judicial or legal effects. Hence, the importance of registering the company’s corporate domicile and keeping such registration updated.

Frequently Asked Questions

Is a notice served at the registered office valid if the company no longer operates there?
Yes. According to the Supreme Court, notices served at a company’s registered office are valid and binding, even if it no longer operates at that address.

Can the company prove it never received the notice in order to void it?
No. The law presumes the registered office is the company’s address, and that presumption cannot be rebutted until a change is registered.
 

What should companies do to avoid this risk?
Keep their registered office up to date with the IGJ and record any change promptly, since the company bears the consequences of failing to do so.