National Registry of Companies

Law No 26,047 was published in the Official Gazette on August 3, 2005 and sets out the implementation of the following national registries:

i)                   National Registry of Corporations;

ii)                   National Registry of Foreign Companies, Associations and Foundations; and

iii)                  National Registry of other Companies

(together, the “National Registries”).

Law No 26,047 assigns to the Public Registry of Commerce (“Inspección General de Justicia or “IGJ”) the organization and functioning of the National Registries and to the Federal Tax Authority (“Administración de Ingresos Públicos” or “AFIP”) the development of the software required to support such registries.

The Joint Resolution approves the mandatory use of the first software that will supply the information to the National Registries. The software is named “National Registry of Corporations” and it will allow the filing of electronic affidavits to supply the information required by the Joint Resolution.

Section 3 provides that, in the first stage, the only registrations to be made through this software are as follows:

i)     registration of new companies included in Section 299 of the Argentine Companies Law No 19,550, as amended (“ACL”);

ii)     amendment of data relating to the companies mentioned in i).

The registration of:

a)          companies created as consequence of corporate reorganizations;

b)          foreign companies;

c)          change of jurisdiction; and

d)          opening and closing of local branches of foreign companies

are not within the scope of the Joint Resolution. All other kinds of companies may obtain their registration through the procedure described in the Joint Resolution but it is not mandatory for them to do so.

The registration of companies included in i) and ii) above will be mandatory as of November 19, 2007. As for other local registration authorities, the process and software hereby described will be effective only if they adhere to the Joint Resolution.

The filing of the form for the affidavit must be done via the Internet through a data electronic transfer in the web-sites specially created to this end. The electronic transfer must be initiated with the “Fiscal Code” and it will require the prior compliance with General Resolution AFIP No 1345, as amended. As result of this electronic transfer, the software will issue a certificate evidencing the initiation of the electronic process and will assign a transaction number.

After the electronic filing, the system will automatically validate all the fiscal information provided related to the shareholders, members of the board and members of the auditing corporate body. In order to verify the results of the validation procedure, the interested party can follow-up the process through the Internet (using prior identification through its Fiscal Code) as long as it has adhered to the “Report of the status of the companies registration procedure” service.

The approval granted by the AFIP to the fiscal data provided through the on-line software, will be a prior requirement in order to initiate the registration procedure with the IGJ or local registration authority. If during the validation process, inconsistencies are detected, they will be notified by the on-line software. In such case, the wrong information must be rectified and a new process must be initiated. Once the validation proceeding is approved, the interested party must print the certificate that evidences the approval of the validation process.

The interested party must file with the IGJ or local registration authority all the required documentation for the initiation of the registration procedure, including the printed validation certificate. Such validation certificate will be valid for 20 days. If the registration procedure with the IGJ or local registry authority is not initiated within such 20 days, the on-line process will have to be completed again.

Before the registration procedure is completed, upon IGJ’s request, AFIP will assign a Tax Identification Number (“CUIT”) to the new company. Prior to assigning the CUIT, the AFIP will perform a new validation procedure that may result in new observations.

With the CUIT, the new company should request its “Fiscal Code” and register for the relevant taxes.

Lastly, Section 14 of the Joint Resolution sets forth that the IGJ and the local registry authorities shall send to the National Registry of Companies all relevant information issued by judicial or administrative authorities. (i.e. precautionary measures, revocation of the authorization to operate, insolvency proceedings, etc.).