Shareholders' Meetings: Obligation To Inform The Beneficial Owner

Author:Mr Ricardo Beller and Maria De Los Milagros Abelenda
Profession:Marval O'Farrell & Mairal
 
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With the aim of aligning the rules of the Argentine Securities Commission ("Comisión Nacional de Valores" or "CNV") with the recommendation of the International Financial Action Task Force ("GAFI") under the "International Standards on Combating Money Laundering and the Financing of Terrorism and Proliferation" on February 21, 2017 the CNV passed General Resolution 687/2017 (the "Resolution").

The Resolution amended the Rules of the CNV and imposed the obligation to legal entity shareholders, trusts or other legal structures to inform in detail their "Beneficial Owners" in the shareholders' meeting which they attend.

According to the GAFI, "Beneficial Owners" refers to the individual(s) who ultimately owns or controls a customer and/or the individual on whose behalf a transaction is being conducted. It also includes those persons who exercise ultimate effective control over a legal person or legal structure.

Reference to "ultimately owns or controls" and "ultimate effective control" refer to situations in which ownership/control is exercised through a chain of ownership or by means of control other than direct control.

The Resolution provides:

  1. The obligation of informing within five (5) business days from the shareholders' meeting trough the Autopista de Información Financiera ("AIF") as "restricted information to the CNV" under the title "Beneficial Owner", the information of  the beneficial/s owner/s of the legal entity shareholders or other legal structures.

    Name, nationality, domicile, date of birth, ID or passport number, Tax ID number or similar, and profession should be provided to such effect. 

  2. In order to participate in shareholders' meetings, the companies domiciled outside Argentina must provide evidence of their registration pursuant to Article 118 or 123 of General Companies' Law No. 19,550, and the representation must be exercised by the registered legal representative or by a  duly empowered attorney-in-fact.

  3. In the case of ownership under a "Trust" or similar structure a certificate must be submitted as proof of the cause of transfer of the stock to such "Trust" or similar structure. 

    Such certificate must also include the name, domicile or legal address, ID number or passport or registration number, authorization or incorporation of the settlor(s), trustee(s) or equivalent, beneficiary after the termination of the trust (fideicomisario) and/or beneficiary or equivalents according to the applicable regulations under which the trust...

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