IGJ Establishes Obligation to Register All Trusts that Do Not Make Public Offering

On August 6, 2020, the Public Registry of Commerce of the City of Buenos Aires (the “IGJ” after its acronym in Spanish) published Resolution No. 33/2020, which requires the registration in the IGJ of all trust agreements that comply with any of the following provisions under Article 284 of Resolution No. 7/2015:

1. When at least one or more of the trustees has a real or special domicile in the City of Buenos Aires; or

2. When shares, including those of the SAS, or social quotas of a company registered with the IGJ, or industrial or commercial establishments located in the City of Buenos Aires whose transfer is governed by Law No. 11,867, are part of the assets subject to the trust agreement; or

3. When chattels or real estate conforming the assets subject to the trust agreement are located in the City of Buenos Aires.

If the trust agreement involves registrable assets not included in point 2 above, the registration with the corresponding records shall be prior to the assignment of such property in trust.

Finally, if the trust agreement includes the obligation to issue annual financial statements as its reporting duty under the terms of Article 1,675 of the Argentine Civil and Commercial Code, the provisions of Book IV of Resolution No. 7/2015 apply. If such documents evidence a modification of the trust assets, such documents must also be recorded.

The IGJ will verify, prior to registration, the compliance with all requirements established by the Argentine Civil and Commercial Code.

By means of the amendments introduced by Resolution No. 33/2020, the registration obligations of trusts that do not make public offering are similar to those originally provided for by Resolution No. 7/2015, with some of the adjustments introduced by its amending Resolutions No. 9/2015 and 6/2016.