General Inspection of Justice General Resolution No. 17/2020 − Simplified Joint Stock Companies (“S.A.S.”) − Digital Signature
CIRCULAR
Company Law Department Report | General Inspection of Justice General Resolution No. 17/2020 − Simplified Joint Stock Companies (“S.A.S.”) − Digital Signature
General Inspection of Justice (IGJ, for its initials in Spanish) General Resolution No. 17/2020, published in the Official Gazette today, sets forward the compulsory requirement of digital signature by all shareholders, as well as the rectification for previously registered Simplified Joint Stock Companies (“S.A.S.” for their initials in Spanish). Furthermore, the resolution mentioned above states the following:
i. Repeal of Section 2 of General Inspection of Justice Resolution No. 8/2017, dated October 5th, 2017.
ii. Granting of a maximum term of ninety (90) das as from the effective date of this resolution, for Simplified Joint Stock Companies which are currently registered without the digital signature of all its members, to remedy said legal deficiency, warning that, failing to do so they shall not be able to proceed, in accordance with the current regulations.
iii. This rectification shall be formalized by private document, as set forth by Section 5, subsection a) part 2, Appendix “A” of General Inspection of Justice Resolution No. 6/2017, also signing through legal representative ensuring authenticity, in which all those who have electronically signed the constituting act of the company, along with those who did so digitally, shall expressly and reciprocally be acknowledged as quota holders, as well as the amount of share participation in the company, identifying the amount of shares corresponding to each, and shall as well ratify the clauses set forth in the constituting act, and, if applicable, in subsequent agreements, both with retroactive effect to their date.
iv. Announcement for rectification shall be published for one (1) day in the Official Gazette, identifying its grantors and share participation for them.
v. The instrument shall be registered before the Public Registry, without requiring pre-assessment certificate.
vi. Public Registry shall not register acts included in Section 6 and articles related to Appendix “A” of IGJ’s General Resolution No. 6/2017 without previous or simultaneous registration of the rectification required in the precious section.
The resolution herein mentioned shall enter into force as from April 23, 2020.
Should you require any further information on this matter, please do not hesitate to contact us.
Fernanda Mierez
Miguel M. Silveyra
Miguel C. Remmer