Decree No 27/2018: De-Bureaucracy And Simplification In Corporate Matters.
On January 11th, 2018 Decree No 27/2018 (hereinafter, the "Decree") issued by the Argentine Executive Branch was published in the Official Gazette. The Decree has two main purposes which are "De-bureaucracy and Simplification".
The Decree is a long regulation and covers different issues such as: i) National Health Service and Agro-food Quality, ii) Companies, iii) Fiduciary Fund for the development of entrepreneur capital, iv) Port activities, v) Civil aviation, vi) Traffic and vial security, vii) Legal metric system, viii) Trademarks and patents, ix) Argentine warranty fund, x) Reciprocal warranty companies, xi) Digital signature, xii) Energy, xiii) Pieces of art, xiv) Promotion of work, xv) Administration of public assets, xvi) Warranty fund of sustainability, xvii) Public tenders, xviii) Industry, xix) Insurances, xx) Financial Information Unit, xxi) fiduciary fund of corporate capital and xxii) Access to credits - financial inclusion.
This article deals with the implications of the Decree regarding the General Corporate Law (hereinafter "GCL"), Organic Law of the Public Registry of Commerce of the city of Buenos Aires ("OLPRC"), National Registry's Law ("NRL") and Law to Support Entrepreneur Capital ("LSEC").
The amendments introduced regarding corporate matters are included in Chapter II of the Decree and contains 19 sections regarding companies (from section 2 to section 20).
The Decree sets forth the following additions:
Apparent partner: This figure is prohibited, and also the one named "hidden partner". In case someone acts as apparent partner or hidden partner, their responsibility will be considered as subsidiary, solidary and unlimited. Agreements against this kind of responsibility will not be effective against third parties. National Registry of Stock Companies, National Registry of Foreign Entities; and National Registries of Associations and Foundations will no longer be in the orbit of PRC and NRL will not be applicable. The mentioned registries will be in charge of the Ministry of Justice and Human Rights or any other designated by it. These new registers will work via IT systems developed and granted by the Ministry of Modernization or whichever the Executive Branch designates for this task. National Registries will be public and held via IT systems. It will not be necessary to prove any interest on the information required, but only to pay the correspondent fee established by the Ministry of Justice and Human Rights...
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