Important Amendments to Regulations on the Registration of Trust Agreements of the Public Registry of Commerce of the City of Buenos Aires

On March 10, 2016 the Public Registry of Commerce of Buenos Aires (“PRC”) enacted Resolution No. 6/2016 (“Resolution N° 6/2016”) introducing important amendments to the legal framework regarding registration of trust agreements introduced by Resolution No. 7/2015 (“Resolution No. 7/2015”) and modified by Resolution No. 9/2015 of the PRC.

Before the enactment of the regulation under analysis, the PRC claimed to have jurisdiction for the registration of trust agreements in two situations: firstly when one of the trustees had domicile (real or special) in the City of Buenos Aires;  secondly when the trust agreement underlying assets was shares of corporations or limited liability corporations (Sociedades Anónimas and Sociedad de Responsabilidad Limitada) under the jurisdiction of the PRC, irrespective of the domicile of the trustee. Financial trusts that are publicly offered were excluded from the jurisdiction.

The main reform of Resolution No. 6/2016 is that it restricts the scope of trusts that come under the jurisdiction of the PRC to the second situation described above;  that is, to trust agreements, and their amendments, when assets are shares of corporations or limited liability corporations under the supervision of the PRC. Trust agreements under the scope of Argentine Securities Exchange Commission (Comisión Nacional de Valores) are excluded from the jurisdiction of the PRC.

Resolution N° 6/2016 also regulates who has the obligation to file the registration. In the first place, it is the trustee and, if the trustee does not file it within 20 days from the date of the agreement, either the settlor, the beneficiary or the trustee may file for registration.

Resolution No. 6/2016 amends the formalities to be met in order to obtain the registration of the trust agreement, simplifying them.

It is important to highlight that failing to register the trust agreement is by no means a minor issue, as the PRC will not register the shareholders' meetings decisions’ in which the trustee has exercised its voting rights.

Resolution No. 6/2016 eliminates the accounting system and the Registry of Trustees introduced by Resolution No. 7/2015.

Lastly, the Public Registry of Trust Agreements of the City of Buenos Aires implemented by Decree No. 300/15 and Resolution No. 566/SECLYT/15 are still in effect. Today, the competence of this registry is not clear as it has not regulated which trust agreements should be registered therein. Consequently, there are two competent registers for the inscription of trust agreements of shares under the scope of the PRC.