2022`s first resolution of the General Inspection of Justice (“IGJ”), General Resolution IGJ 1/2022 (the “Resolution”) sets at 30 years the maximum term of duration of corporations to be registered before the IGJ.
Although the Argentine Companies Law doesn’t set maximum term of duration, business practices used to fix it at 99 years. Even the standard bylaws for Corporations approved by the IGJ included such term.
As main grounds for the Resolution, the IGJ mentions that most companies cease to operate long before their termination date, thus leaving “empty shells” that do not comply with the regulatory procedures for dissolution, liquidation and corporate cancellation, which may cause legal and tax inconveniences that should be avoided.
Regarding the scope of application of this new regulation, it is important to note that:
– The Resolution applies only to corporations to be registered in the Autonomous City of Buenos Aires; therefore, in the remaining jurisdictions, the regulations of each Public Registry of Commerce apply.
– Even when the maximum term of a company is set at 30 years, it may be extended, provided that there is a unanimous agreement of the partners (unless the articles of incorporation provide otherwise). In this case, this extension shall be filled before the IGJ ahead of the original termination date.
– The Resolution does not apply to companies incorporated before February 1, 2022.
For questions related to commercial companies, please write to firstname.lastname@example.org.
María Cecilia Brazzola
C.P.A.C.F. Tº 102 Fº 702