General Inspection of Justice General Resolution No. 22/2020: Simplified Joint Stock Companies “S.A.S.”) − Legal and regulatory system..
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Company Law Department Report | General Inspection of Justice General Resolution No. 22/2020: Simplified Joint Stock Companies “S.A.S.”) − Legal and regulatory system
Dear Sir or Madam,
General Inspection of Justice (“IGJ”, for its initials in Spanish) General Resolution No. 22/2020, published in the Official Gazette today, establishes certain controls for Simplified Joint Stock Companies (“S.A.S.” for its initials in Spanish) described as follows.
The IGJ shall coordinate with the City’s Real Property Registry (“RPI”, for its initials in Spanish) to obtain information on the existence of real property rights operations, such as ownership acquisitions and creation or assignment of mortgage, in which the acquirer, creditor, or assignor, with the full title or trust certificate, is a Simplified Joint Stock Company registered before the Public Registry of the Autonomous City of Buenos Aires or before any other Public Registry with provincial jurisdiction.
To that end, the information shall include:
1. Individualization of the registered instrument (type, date, number) and if applicable, the notary public who authorized it;
2. Information from the parties, including, regarding the S.A.S., its legal domicile and personal data from the intervening representative, its address and, when applicable, the address created for the effects of said act;
3. The nature of the act;
4. Complete identification of the good or right upon which it falls;
5. The economic amount which results, payment conditions, and, if possible, information on whether it was paid beforehand;
6. The opportunity to grant possession of the good to the acquiring company, and if possible, information specifying whether the acquiring party was already in possession before the transferring deed.
If at the time of first providing this information, registration was to come up regarding other act/s in which the same company took part, the information shall be extended to the IGJ in that same moment, or within a reasonable time the RPI deems necessary.
The IGJ shall coordinate with the RPI the drafting of necessary wording for the supply of this information, as to simplify its proceeding and incorporation to the database which shall be created to this end.
The IGJ could, when considered necessary, take other measures, among them and not limited to, the following:
a) Perform by itself, or coordinating with other bodies, inspections on real property, with the aim of setting their destination and conditions, or the manner of economic use by the acquiring company, and, when applicable, the location of the effective domicile of the management or administration.
b) Require collaboration from auditing organisms and provincial registries, departments of domestic trade, and the like, through diligences aimed at gaining better knowledge of the business situation of the company in said jurisdiction.
If from these measures and complied diligences, it is determined that the goods to be registered are not used for the development or financing of organized economic activity for the production of goods and services destined to the market and professionally developed by the company and destined to the market, the IGJ shall promote or commend the advance, through the Public Ministry or tax authorities, as the case may be, of any judicial action to be brought in order to disregard the legal entity doctrine of the company, so that goods and rights owned by it are attributed to the controlling shareholder/s which made the acquisition possible, or so that the dissolution or liquidation of the company is required.
The IGJ shall not register any corporate acts originating from Simplified Joint Stock Companies created under this jurisdiction intended to lessen the value or hinder the aim of the resolution herein mentioned.
This Resolution shall come into force as of May 6th, 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