Office of Corporations: Embracing Company Autonomy

July 19, 2024

The Public Registry of Commerce of the City of Buenos Aires (the Office of Corporations or "Inspección General de Justicia") enacted a new legal framework regarding the function and role of the entity. This involves the relaxation of the applicable regime in favor of the autonomy of the will of companies. According to the spirit of the new resolution, that will become effective as from November 1^st, 2024, the Public Registry of Commerce will position itself as an institution 'at the economic service of general interest, guided by the principle of freedom of enterprise and other principles enshrined in our National Constitution.'

Some of the main modifications, applicable to both local and foreign companies, include:

1. The plurality of partners requirement, both original and derivative, has been revoked. This change means that the Public Registry of Commerce will no longer require companies to meet minimum partnership criteria when they incorporate, nor will it check them later to ensure they have multiple partners. Starting in November, for companies that are not sole shareholder corporations, plurality of partners will be considered satisfied by the mere existence of at least two partners.
2. The inclusion of contributions with virtual assets and cryptocurrencies will be permitted.
3. Foreign companies will no longer need to prove the ownership of assets abroad to register branches, offices, or permanent representations. Registration of offshore companies will also be allowed.
4. Foreign companies registered as branches or shareholders will no longer need to file an annual report. This will speed up the registration of other procedures for these companies and reduce related costs.

Although the resolution will take effect on November 1 of this year, it is possible to request its early application when it favors the registration.