Simplified Corporations: New Requirements for Incorporation

Simplified Corporations: New Requirements for Incorporation

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This April marks the fifth anniversary of the enactment of the Entrepreneurial Capital Support Law, and the consequent incorporation of the Simplified Corporations (or “SAS”, after its acronym in Spanish) into the Argentine legislation. This entity type ‑even with its challenges- was designed as a legal structure with less bureaucratic burden, more digital processes , and therefore with a higher degree of adaptability  to the current way of doing business.

Unfortunately, this anniversary brings a new regulation, the General Resolution IGJ 4/2022 (hereinafter, the “Resolution”) which, like those enacted during the year 2020, hinders both its incorporation and its operation. 

As of this new Resolution, the  General Inspectorate of Justice (hereinafter, the “IGJ”)  seems to extend a cloak of suspicion on the address and registered office of any SAS, so that the entity  must prove the existence and veracity of these at the time of incorporation  or registration of  changes. For this purpose, one of the following must be submitted to the IGJ:

  • Verification of the existence of the office of the SAS, made before a public notary;
  • Invoice of a public utility supplied in the office in the name of the SAS;
  • Title deed of the registered office;
  • Rental or leasing contract of the registered office;
  • Local authorization of the property designated as principal office.

This new requirement will be an inconvenience for entrepreneurs who usually used to resort to this type of entity. The verification by a public notary is expensive, increasing the budget that partners must allocate to bureaucratic matters instead of financing the operation of the SAS. Meanwhile, the other means of accreditation of the registered office are difficult to comply with for a company that has not yet been registered before the IGJ, and therefore does not have a tax identification number or registered representatives. 

Finally, the Resolution reinforces the power of the IGJ to visit and verify through different tools the veracity and existence of the registered principal office.

For further information and inquiries related to commercial companies, please contact us at [email protected]

María Cecilia Brazzola

C.P.A.C.F. Tº 102 Fº 702

About Cecilia Brazzola

Cecilia is a lawyer (Universidad Torcuato Di Tella — UTDT), and Master in Law and Economics (UTDT, with honors). She is a graduate of the Commercial Law Program (Bucerius Law School, Hamburg, Germany).

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