Company Law Department Report | IGJ Resolution No. 33/2020: trust agreements
Dear Sir or Madam,
General Inspection of Justice (IGJ, for its initials in Spanish) General Resolution 33/2020, published in the Official Gazette today, sets forward registration for trust agreements, as well amendments of section 36, subsection 4, paragraph “e”, and of section 284. Likewise, section 289 from IGJ Resolution No. 7/2015 shall be reinstated. This resolution provides as follows:
SECTION 1. All trust agreements which contain any of the requirements set forth in section 284 from IGJ General Resolution No. 7/2019 (“General Inspection of Justice Rules of Procedure”) shall be registered before the Public Registry, in accordance with the wording of said section, which is transcribed in section 2 hereinafter.
SECTION 2. Provisions set by paragraph section 36, subsection 4, paragraph “e”, and section 284 from IGJ General Resolution No. 7/2017 and their subsequent amendments (“General Inspection of Justice Rules of Procedure”) shall be replaced by the following; and section 289 shall be reinstated, with the wording herein:
1) Section 36, subsection 4, paragraph “e” shall be replaced by: “e. Trust agreements and their modifications, including any changes to intervening parties to such agreements, when prepared regardless of provisions set forth in section 284. Registration of agreements supervised by the Securities and Exchange Commission (CNV, for its acronym in Spanish) contemplated in sections 1690, 1691, and 1692 from the National Commercial and Civil Code, shall be excepted.”
2) Section 284 shall be replaced by “Registration jurisdiction. Section 284.- By virtue of that provided in Section 1669 from the National Commercial and Civil Code, and powers assigned to said Body, Registration of the following trust agreements shall be compulsory before the General inspection of Justice Public Registry, in the following cases:
1. When at least one or more of the appointed trustees holds their actual or legal domicile within the jurisdiction of the Autonomous City of Buenos Aires; or,
2. When shares, including the case of Simplified Joint Stock Companies (sociedades por acciones simplificada) or corporate quotas of companies registered before this Body, or industrial or commercial establishments domiciled in the Autonomous City of Buenos Aires governed by Law No. 11,867, constitute part of the goods subject to the trust agreement; or,
3. When there is a movable or immovable property that constitutes part of the property subject to the trust agreement, which is domiciled in the Autonomous City of Buenos Aires. If the trust agreement involves goods to be registered but not comprised within subsection 2, its registration shall be complied with before the performance of the financial trust transmission of the said property before competent registries in accordance with section 1683 and 1684 from the National Commercial and Civil Code. Registration before this body shall be excluded from the jurisdiction where financial trust agreements make a public tender of shares in accordance with provisions set in section 1690, 1691, and 1692 from the National Commercial and Civil Code.”
3) Section 289 shall be reinstated as follows: “Financial Statements. Accounting Regime. Exposition of Trust Corpus. Section 289. If, as a result of the trust agreement, arises the obligation to issue annual financial statements as accountability by trustees in accordance with National Commercial and Civil Code Section 1675, provisions in Chapter IV of the rules of procedure herein shall be applied. If accountability and/or complementing or instructing documentation content describes acts of management, acquisition, disposal, investment, or lien of goods within the corpus of the trust as trustee activities, sufficiently individualized for legal and/or conventional provision purposes, and these imply a change in trust corpus structure, a document reflecting such change shall be registered, agreed to by the trustor, and the beneficiary of the trust, if applicable, or failing that, a trustee sworn statement of mediation in approval of documentation to be registered for said accountability.”
SECTION 3. Upon registration of agreements and their modifications before the Public Registry, and upon any other adequate registration, the General Inspection of Justice shall verify, before the performance, effective compliance with substantial and adjective requirements set forth by the National Commercial and Civil Code.
The resolution herein mentioned shall come into force upon the date of its publication (August 6th, 2020).
Should you require any further information on this matter, please do not hesitate to contact us.
Miguel M. Silveyra
Miguel C. Remmer