IGJ Resolution N°4/2024: renewed procedure for voluntary adhesion to the scheme for gated communities and country clubs
Real Estate & Hotel Investments and Company Law departments joint report
IGJ Resolution N° 4/2024: renewed procedure for voluntary adhesion to the scheme for gated communities and country clubs
Section 2075 of the Civil and Commercial Code provides that gated communities and country clubs incorporated prior to such Code in the form of geodesy (i.e., where the owners of the lots were in turn owners of a share of the company owning the common spaces), must adapt to the regulations set forth in Book Four, Title VI, regarding the Special Horizontal Property Law.
Well, by means of General Resolution 4/2024, the General Inspection of Justice (IGJ) adjusts the regime destined to the adaptation of such real estate complexes and country clubs.
By virtue of this amendment, the regulation establishes the protocol by means of which these complexes may choose to voluntarily adapt their bylaws in accordance with the provisions of the Civil and Commercial Code. In this sense, it is foreseen that the legal entity that brings together the owners of the lots must issue an “Adaptation Regulation” containing the current bylaws or adjust them.
It is important to mention that four years ago IGJ issued General Resolution 25/2020, which required associations incorporated as corporations to adapt their organizational structure to the provisions of the Civil and Commercial Code as a real right of horizontal property, within a term not exceeding 180 days (term that was later extended due to the sanitary emergency). In many cases, this was impossible to achieve since it altered the already acquired rights (including property rights) of the owners of the lots.
Additionally, Resolution 4/2024 repeals the provision of Section 4 of General Resolution 25/2020 which prohibited the registration of corporate acts from this type of companies. This is done in order not to significantly limit the ability to inform third parties through the public registry system about the modifications in the legal and functional structure of such entities.
In this same line, it is emphasized that the registration of registrable acts originating in private legal entities should in no way hinder the process of adaptation mentioned in Section 2075 of the National Civil and Commercial Code.
In short, Resolution 4/2024 provides a practical solution for the above mentioned gated communities and country clubs to finally comply with the regulations of the Civil and Commercial Code.
Please, do not hesitate to contact us should you require any further information on this matter.
Sincerely,
Pedro Nicholson