Public Registry of Commerce Modifies Important Provisions Regarding Companies

The Public Registry of Commerce (IGJ) published General Resolutions 1/2024 and 2/2024 in the Official Gazette on January 29 and 31, 2024 modifying two key aspects of companies.

1. Term of duration of companies

General Resolution 1/2024 fully repeals General Resolution 1/2022, which had provided that all articles of incorporation, articles of association, or bylaws of a commercial company to be registered before the IGJ had to include a term of duration that could not exceed 30 years as from its registration.

The Resolution considers that the repealed regulation exceeded the powers of the IGJ by establishing a limitation that the General Corporations Law 19550 does not impose on partners or shareholders.

2. Unique corporate purpose and adjustment of the corporate capital to the company’s corporate purpose

General Resolution 2/2024 amends General Resolution 7/2015 regarding the content of the corporate purpose and the adjustment of the initial corporate capital to the company's corporate purpose.

Thus, article 67 of General Resolution 7/2015 is amended, establishing that, from now on, the corporate purpose may be composed of a set of categories of legal acts, and it will not be required that such categories are related to one another.

Further, article 68 of General Resolution 7/2015 is repealed. This article established that the IGJ could require an initial corporate capital higher than the amount set at the time of incorporation when, at the IGJ's sole discretion, the corporate capital was inadequate for the accomplishment of the company's corporate purpose.

3. Documents that must be registered before the IGJ

General Resolution 3/2024 replaced the last paragraph of article 37 of General Resolution 7/2015, incorporated by General Resolution 49/2020, which established that the documents subject to registration must be transcribed in full. This implied, as detailed in the recitals of Resolution 3/2024, that even topics discussed in a meeting that were not subject to registration had to be filed.

The new Resolution returns to the outline prior to the modification introduced by Resolution 49/2020, being again able to file the transcription of the relevant parts of the meeting corresponding that require registration. Some additional minimum formal requirements must also be fulfilled.