Company Law Department Report | GIC Resolution No. 8/2021: Foreign-established Companies – Special purpose vehicle
Dear Sir or Madam,
Resolution No. 8/2021 of the Public Registry of Commerce (the General Inspection of Corporations, “GIC”), published in the Official Gazette on May 17th, 2021, establishes the following provisions for foreign-established companies and special purpose vehicles.
SECTION 1: Foreign-established companies that apply for registration as special purpose vehicles, and those already registered in the Public Registry as such, must adhere to the following regime:
a) The status of the special purpose vehicle must be declared at the moment of registration in the Argentine Republic. The supervening mode will not be admitted in special purpose vehicles.
b) Registration of more than one special purpose vehicle per group will not be permitted.
c) The registration of a special purpose vehicle will not be authorized should its parent company be registered in the Argentine Republic under sections 118 or 123 of Act No. 19.550.
d) The registration of a special purpose vehicle resulting from a control chain amongst successive single shareholder companies will not be authorized.
e) The registration of a single shareholder company will not be authorized should their single shareholder be a foreign-established company, as a special purpose vehicle or not.
SECTION 2: Foreign-established companies registered under sections 118 or 123 of the Act 19.550 in any jurisdiction of the Argentine Republic which primarily maintain an equity interest in local companies whose headquarters are located in the Autonomous City of Buenos Aires should -furthermore- register under the same terms before the Public Registry under the responsibility of said General Inspection of Justice, rendering unenforceable any enrolment in other jurisdictions of the Republic.
SECTION 3: For all intents and purposes regarding registration in terms of section 123, of the Act No. 19.550, the investment plan – subscribed by the company’s legal representative or by the representative assigned in the Argentine Republic – must include the payroll of any company in which they intend to participate or to establish in the Argentine Republic, specifying the company’s domicile, name -in case of an existing company- the activity that is admittedly carried out abroad and the effective activity the company, or companies, intend to take part on or to establish, identification of the remaining partners, and the number of shares they shall acquire.
SECTION 4: Should there be a declaration of inexistence of a final beneficiary in the affidavit required by section 510, subsection 6° of the General Resolution (GIJ) No. 7/2015, in witness whereof must provide the following documentation: a) the holding company of the group has the totality of its shares admitted to the public offering; or, b) that the ownership of the shares shows such a degree of dispersion among those who own them to the extent of none of them gathering the minimum percentage of ownership required by the subsection 6°, section 510 of the General Resolution (GIJ) No. 7/2015.
SECTION 5: REPEAL sections 212, 217, 219, 222, 239, 240, and 249, of Annex A, of the General Resolution (GIJ) No. 7/2015. MODIFY sections 215, 218, 245, 255, and 256, of Annex A, of the General Resolution (GIJ) No. 7/2015, in accordance with the text form Annex I (IF-2021-42429180-APN-IGJ#MJ), of this resolution.
SECTION 6: ANNUL any other norm of the General Resolution (GIJ) No. 7/2015 which contravenes the herein regulations.
SECTION 7: This resolution shall enter into force as from the date of its publication and shall be applied to procedures already in course for registration in the Public Registry under the responsibility of the General Inspection of Justice.
Should you require any further information on this matter, please do not hesitate to contact us.
Miguel M. Silveyra
Miguel C. Remmer