Summoning and acting of foreign companies registered with the Public Registry of Commerce of the City of Buenos Aires

On April 5, 2005 the Inspección General de Justicia (“IGJ”), a governmental agency in charge of the Public Registry of Commerce of the City of Buenos Aires, issued General Resolution No 4/05. Resolution No 4/05 regulates the summoning and acting of foreign companies registered according to sections 118 and 123 of the Argentine Companies Law No 19,550 (the “ACL”)(1). This resolution is in force as of April 6, 2005, the date of its publication in the Official Gazette.

1.   Notices

Resolution No 4/05 establishes that the notices given by the IGJ to any foreign company will be valid and binding for the foreign company when they are delivered at the domicile in Argentina the company registered with the IGJ according to sections 118 and 123 of the ACL.

The same rule will apply whenever the IGJ requests or admits that a foreign company be summoned for trial.

2.   Registration procedures

Resolution No 4/05 also establishes that the IGJ will register those acts on which any foreign company, registered under sections 118 and 123 of the ACL, had participated provided such company has acted by means of its registered legal representative or by means of a person designated by the company’s legal representative.

The legal representative, registered under sections 118 and 123 of the ACL, or the person designated by him/her, as the case may be, shall be identified in every registration procedure, including those presentations which are not subject to a mandatory previous issuance of a professional legal opinion. If the foreign company acted by means of its registered legal representative, the registration information shall be stated in the presentation. If the company acted by means of the person designated by the legal representative, the information of the power of attorney granted by the legal representative shall be stated.

The IGJ will refrain from registering, authorizing or approving the act and it will declare the act irregular and administratively unenforceable if the foreign company does not comply with the requirements of Resolution No 4/05 for the registration of acts of foreign companies.

Notwithstanding, for those shareholders’ meetings where foreign companies (registered according to section 123 ACL) had participated but whose participation had not been considered when determining the quorum and required majorities, the IGJ will verify the compliance with these requirements by considering only the remaining present corporate capital as established by section 8, third paragraph of General Resolution IGJ No 7/03 (see “Additional requirements to register foreign entities - Resolution No 7/2003” in Marval News # 21, September 30, 2003).

(1) Section 118 of the ACL regulates the registration of branches of foreign companies, while section 123 regulates the registration of foreign companies which request authorization to participate as shareholders or partners of Argentine companies.