Approval Of The Restated Rules Of The Public Registry Of Commerce Of The Province Of Buenos Aires

Author:Mr Pablo Garcia Morillo, Barbara V. Ramperti and Marcos G. Linares
Profession:Marval O'Farrell & Mairal

The Public Registry of Commerce of the Province of Buenos Aires issued Disposition No. 18/2012, whose main aim is to reorganize all resolutions issued since 2003 as well as to match with certain regulations of the Public Registry of Commerce of the City of Buenos Aires.

On April 18, 2012, the Public Registry of Commerce of the Province of Buenos Aires (hereinafter "PRC") issued PRC General Disposition No. 18/2012 (hereinafter "Disposition 18/12"), published in the Official Gazette of the Province of Buenos Aires on May 4, 2012, which will become effective on July 3, 2012.

The main aim of Disposition 18/12 is to reorganize all resolutions issued by the PRC since General Disposition PRC 12/2003 ("Disposition 12/03"), and to prepare a complete, unified and restated text of applicable regulations. Once it is effective, Disposition 18/12 will replace Disposition 12/03 and its amendments.

Please note that, although Disposition 18/12 includes all general dispositions issued by the PRC after year 2003, some of them have been modified in certain aspects that reflect some of the principles currently applied by the Public Registry of Commerce of the City of Buenos Aires ("IGJ") with regard to foreign companies.

1. Some of the Main Regulatory Changes Implemented by Disposition 18/12

  1. Documentation to Be Filed at the Time of Registration of Foreign Companies

    Foreign companies that request their registration as a branch or to participate as a shareholder or partner in local companies must file, jointly with all other relevant corporate documents, their last statement of income with a report by an accountant of the country of origin to be converted and adapted to the professional norms for the conversion of financial statements. Also, the representative of the board of directors of the foreign company must inform if the foreign company is registered in another provincial jurisdiction or in the City of Buenos Aires and if this is the case, provide information regarding such registration.

  2. Legality Control of Foreign Companies

    According to Disposition 18/12, the authorities involved in the registration of acts, agreements and resolutions of foreign companies who have an interest in local companies registered before the PRC, will pursue a more severe control regarding the participation of foreign companies in the capital stock of local companies, demanding, as applicable, the registration required by Section 123 of the Argentine Companies Law No. 19.550...

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