General Inspection of Justice Resolution (G) No. 2/2020 – Foreign Companies. Sections 118 and 123 General Companies Act.
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Company Law Department Report | General Inspection of Justice Resolution (G) No. 2/2020 – Foreign Companies. Sections 118 and 123 General Companies Act
Dear Sir or Madam,
General Inspection of Justice Resolution (G) 2/2020 was published in the Official Gazette, repealing Resolution (G) 6/2018, which modified Book III Title III of Resolution No. 7/2015 regarding foreign-established companies, registered under sections 123 and 118 of the General Companies Act (Ley General de Sociedades) (the “Companies”), thus reestablishing back to its prior terms all regulatory texts which had been repealed, modified or substituted in the current resolution.
Main reforms:
(i) Companies which apply for registration in the Argentine Republic shall demonstrate the development of their main activity abroad through reporting of non-current fixed assets and identification of its shareholders.
(ii) Companies which are already registered shall submit the annual information report (within 120 calendar days as of the end of the last fiscal year) which binds companies to prove that their main activity abroad is maintained.
(iii) Representatives of companies established abroad and registered before the Public Registry within the scope of sections 118, paragraph 3 and Section 123 of the General Companies Act No. 19,550, shall create and keep in force -until the cancellation of its registration as representatives with an additional term as from said cancellation equal to the extinguishment applicable to compensation actions for non-contractual liabilities (5 years) -a guaranty which shall be ruled by subsections 2 and 3 of section No. 76 of General Resolution No. 7/2015 from the General Inspection of Justice, applying subsection 1 of the said provision in case of a plurality of representatives and/or appointment of alternate representatives (i.e., it shall remain mandatory for incumbent legal representatives).
(iv) Representatives of companies requesting registration and substitutes for ousted representatives shall accredit the creation of the guaranty, with pertaining documents attached to the corresponding request for registration of the company or for the appointment of a new representative, as the case may be. Representatives acting as such at the time of coming into force of the resolution herein shall do so by the first submission in accordance to the information report in section 237 or section 251 of General Inspection of Justice General Resolution No. 7/2015, as applicable.
This resolution shall enter into force on the day of its publication on February 21st, 2020.
Should you require any further information on this matter, please do not hesitate to contact us.
Sincerely,
Fernanda Mierez
Miguel M. Silveyra
Miguel C. Remmer