| To conduct business in Argentina or to hold participation interests in an Argentine entity, foreign companies must register themselves with a corporate registry in one of Argentina’s 23 provinces or the City of Buenos Aires. On March 27, 2024, Argentina’s General Inspectorate of Justice (“IGJ”, for its acronym in Spanish), which acts as the corporate registrar for the city of Buenos Aires, issued General Resolution 10/2024 to simplify the requirements for registering foreign companies and keeping them in good standing. This Resolution repealed General Resolution 8/2021, which implies the end of the following restrictions and requirements: 1. Registering only one special purpose vehicle (SPV) per each corporate group (now multiple SPVs can be registered). 2. Not registering foreign companies that are controlled by a chain of single-shareholder companies (now such companies can be freely registered). 3. Not allowing single-shareholder foreign companies to be the shareholder for a single-shareholder Argentine company (this can be done now). 4. Not registering companies from non-cooperative or from no or very low taxation jurisdictions (now the registration of these companies will be possible, but subject to a higher level of scrutiny). 5. Filing an investment plan as a requirement for registering the foreign company in the City of Buenos Aires (now this filing is no longer required). |
6. Requiring foreign companies registered in other provinces to register again in the City of Buenos Aires to hold participation interests in companies domiciled in that city.
It must be noted that, however, that the IGJ did not repeal the following requirements, which continue to be in force:
a. Demonstrating that the foreign company or its controlling entities have material economic activities outside Argentina. Companies that belong to notoriously known corporate groups can now prove this through an accounting certificate based on the group’s consolidated financial statements.
b. Proving in detail who are the foreign company’s shareholders and ultimate beneficiaries.
Last, but not least, companies from offshore jurisdictions will not be registered by the IGJ, unless they are SPVs of other companies coming from a non-offshore jurisdiction.
Also, the corporate actions adopted by non-registered shareholders will not be registered by IGJ if such non-registered shareholders’ vote determined the decision.
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