May companies have multiple corporate purposes in Argentina? Term of duration, insufficient capital, and other reforms of the IGJ
There is no legal prohibition for the incorporation of multiple-purpose companies. However, the previous management of the General Inspectorate of Justice (the IGJ) in charge of the Public Registry in the Autonomous City of Buenos Aires, in the regulatory excess that characterized it, had restricted such possibility, as well as the term of duration, the possibility of freely choosing the capital stock, the requirement of publicity of private corporate matters, etc.
The new management of the IGJ began to reverse the trend and deregulate various aspects of corporate registration, which we will now review.
1) Multiple corporate purposes in Argentina
By General Resolution No. 2/2024, dated January 31, 2024, the IGJ amended Article 67 of General Resolution No. 7/2015, which prohibited multiple-purpose companies.
According to the new text of Article 67 of General Resolution No. 7/2015, the corporate purpose must be precise and determined (as required by Article 11, paragraph 3 of the General Companies Law No. 19,550, the LGS), but it may be formed by a set of categories of legal acts, without the need for them to be connected or interrelated to each other.
Therefore, whether they are already registered and want to modify it or want to register in the future, multiple-purpose companies can be registered again in the Public Registry in charge of the IGJ.
This possibility is independent of adequate analysis and design of the economic groups, which may find it more convenient to have holding companies, separating the investee companies to segment the business risks, or a better tax or operational planning,
2) The term of duration of the companies
The LGS only requires the determination of the term of incorporation of the companies but does not impose minimums or maximums.
In its intervention in the autonomy of the will of private parties, the IGJ – on questionable grounds that we will not recall here – had limited the registration term to thirty years.
General Resolution No. 1/2024, dated January 29, 2024, repealed the previous General Resolution No. 1/2022, which established the aforementioned restriction.
The partners are once again free to establish the duration they wish for their companies, being able to return to the custom of determining ninety-nine years.
3) Minimum capital stock
Except for the minimum capital stock set for corporations at AR$ 100,000 and simplified joint stock companies (SAS) at two minimum vital and mobile salaries, the partners may freely define the capital stock of the companies.
The aforementioned General Resolution No. 2/2024 of January 31, 2024, repealed Article 68 of General Resolution No. 7/2015 which allowed the IGJ to evaluate the relationship between the set of activities described in the corporate purpose and the amount of the capital stock assigned to the company, being able to require an initial capital stock higher than the amount set in the articles of incorporation – even in the incorporation of joint stock companies or simplified joint stock companies in which the legal minimum capital stock figure was observed – if the supervisory authority noticed that, by the nature or characteristics of the activities included in the corporate purpose, the capital was manifestly inadequate.
4) The abbreviated transcription of minutes
General Resolution No. 3/2024 replaced the last paragraph of Article 37 of General Resolution No. 7/2015 allowing that, in connection with the registration of corporate acts, only the parts that make the act whose registration is requested are transcribed in abbreviated form.
This allows the maintenance of privacy towards third parties of the rest of the deliberations, contents, and decisions in respect of which no publicity is imposed and no registration is required.
Within its competence, the IGJ has thus taken important initial steps towards the legal and economic deregulation promoted by the current national government and in favor of freedom of enterprise and business.
Mario E. Castro Sammartino
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