The Public Registry of Commerce Provided New Requirements for Notices to be Published for Incorporation and Variation of Capital of Corporations, LLCs, and Simplified Corporations

Within the City of Buenos Aires, on February 26, 2020, General Resolution N° 3/2020 (the “Resolution”) of the Public Registry of Commerce (the “IGJ” after its acronym in Spanish) was published in the Official Gazette. The Resolution modified the information to be included in the notices to be published regarding the incorporation and variation of capital of corporations, limited liability companies (LLCs) and simplified corporations, requiring the publication of information related to the holding interests held by the shareholders and quota holders in such companies.

Pursuant to the recitals of the Resolution, its purpose is to protect the interests of shareholders’ and/or quota holders’ third party creditors by facilitating the identification of the amount of shares and/or quotas held by them in local companies and, at the same time, allow control regarding the compliance with the limits on corporate participation pursuant to Sections 31 and 32 of the Companies Law.

The Resolution determines the following: 

1.       Corporations and LLCs

Regarding the corporate capital provided for in the articles of incorporation or association, or in capital increases or reductions, companies must include the following items in the notices required by Section 10 of the Companies Law: 

• detailed amount of shares or quotas, indicating their characteristics, initially subscribed or subscribed by each of its members as a result of any subsequent approved capital variation, whether with effective subscription of shares or quotas and/or in case of released shares (acciones liberadas) resulting from the capitalization of profits or reserves;

 

•  in the case of capital variations, the individualization must also comprise the quotas or shares of those members who have acquired them by assignment, and those subscribed or released in their favor due to the approval of the share capital variation.

 

2.       Simplified Corporations

In relation to simplified corporations: 

(i)  Amend Section 13 of General Resolution IGJ No. 6/2017, as amended by General Resolution IGJ No. 8/2017 ("Resolution 6/2017"), requiring that, notices under Section 37 of the Support for Entrepreneurial Activity Law regarding incorporation and capital variations, must also include the following information:

 

• contribution of each partner expressed in national currency, stating the classes, methods of issuance and other characteristics of the shares and, if applicable, the regime applicable to their increase, and also stating the subscription of capital by each partner, the amount and form of integration and, if applicable, the deadline for payment of the balance due, or if applicable, the delivery of released shares in capital increases

 

• in the case of capital reductions, details of the shares held by each partner as a result of such reduction.

 

(ii) Amend Annex 3 of Resolution 6/2017, with the aim of including information in line with the above in the Model Incorporation Notice to be published.