CIRCULAR FOR CLIENTS
Company Law Department Report News: Annual Information Report Foreign Companies – Sections 118 and 123 General Companies Act
Dear Sir or Madam,
According to what we had informed on our report dated February 21st, 2020, General Inspection of Justice Resolution (G) 2/2020 (published in the Official Gazette on that day) reestablished the obligation to submit the Annual Information Report.
To that effect, foreign companies registered in the City of Buenos Aires under Sections 118 and 123 of the General Companies Act (Ley General de Sociedades) shall:
• demonstrate development of their main activity abroad,
• update information regarding their non-current fixed assets,
• identify partners and final beneficiary, and
• accredit (as additional requirement) the creation of a guaranty for their legal representative.
There have been several interpretations on whether the information report should be complied with by fiscal year end dates as from the coming into force of the regulation or also for fiscal years closed prior to said date, so long as the term for presentation set by the regulation has not expired (120 days as from fiscal year end date).
Likewise, General Resolution 6/2020 introduces amendments to the drafting and relation to the scope of responsibilities for legal representatives (referring to civil responsibility) previously mentioned in General Resolution 2/2020. Even though the resolution still lacks clarification on the matter under interpretation, it does reaffirm the coming into force of Resolution 2/2020 as from its date of publication.
Accordingly, and considering that the obligation for the aforementioned presentation is not yet expired, we understand that companies with year ended on December 31st shall comply with the presentation for the 12.31.2019 period.
In this sense, we shall be contacting and requesting pertinent information in order to abide with the presentation within the terms set by the regulation (i.e. 120 calendar days after the foreign company’s fiscal year end date).
Should you require any further information on this matter, please do not hesitate to contact us.
Miguel M. Silveyra
Miguel C. Remmer