Filing of resignation of company's administrators or branch representatives. General Resolution PRC No 11/2003

The Public Registry of Commerce (hereinafter, the "PRC") has issued General Resolution PRC No 11/2003 (hereinafter, the "Resolution No 11/03"), published in the Official Gazette on November 17, 2003. Resolution No 11/03 will come into force within 30 days from the day after its publication in the Official Gazette.

Resolution No 11/03 establishes the authorization for directors of corporations (sociedades anónimas) , administrators of other kind of companies duly organized and legal representatives of foreign companies registered under the terms of article 118, paragraph 3 of Law No 19,550, to request the filing of their own resignations before the PRC.

The filing of such resignations will be subject to certain requisites and proceedings expressly provided in Resolution No 11/03, which may vary depending on the position of the resigning person.

Among those requisites, there is the previous notification of the resignation to

(a) the company, when the resigning person is a director of a corporation (sociedad anónima) or member of an administration board; or

(b)  the quota holders, when the resigning person is a manager of a limited liability company (sociedad de responsabilidad limitada) that has only one manager or indistinct shared management; or

(c)  the parent company at its main head offices abroad, when the resigning person is a representative of an agency, branch or representation office.

According to the proceeding provided in Resolution No 11/03, the person who wants to resign will only be able to do so at his/her sole request, when it is proved before the PRC that the local company or the parent company -as the case may be- is refusing to take the resignation request into consideration and to start the registration proceedings to end the relationship with the resigning party.

In the specific case of resignation of a representative of an agency, branch or representation office, and in the event that such representative is not replaced, the PRC may request the judicial liquidation of the agency, branch or representation office. Furthermore, the PRC may directly cancel the registration of the agency, branch or representation office, regardless of the judicial request, whenever it is certified that there are no assets and liabilities in Argentina.