The public Registry of the City of Buenos Aires (hereinafter, the “IGJ”) will require again that the Corporate Purpose be set out precisely and determined by a concrete and specific description of its activities. IGJ will admit other activities only when they are related, accessory and/or complementary, prohibiting the multiple Corporate Purpose. It will also require a higher initial share capital when it is not adequate in relation to the set of activities included in the corporate purpose or is not reasonably related.
Through the General Resolution No. 05/2020 (the“Resolution”), the Corporate Purpose of the companies must comply with the following requirements:
- To be presented in a precise and determined way through the concrete and scpecific description of the activities that will contribuye to their effective achievement.
- The inclusion of other activities, also described in a precise and determined way, is only admitted if they are related, accessory and/or complementary to the activities that lead to the development of the Company Purpose.
- The exhibition of a multiple Company Purpose will not be admited, notwithstanding of the related, accessory and/or complementary activities.
- All the activities described must be reasonably related to the share capital.
- The IGJ will require a higher initial share capital to the one laid down in the constituent act, even in the constitution of companies by shares with the minimum amount of share capital set forth in Section 186 of Law N° 19.550 (currently $100.000) or the one planned for the constitution of simplified stock companies (“SAS”) set forth in Section 40 of Law 27.349 (currently $33.750) if it becomes apparent that, because of the nature or characteristics of the set of activities included in the Corporate Purpose, the share capital is manifestly unsuitable.
The Resolution revoked in its entirely the General Resolution No. 8/2016 from April 27, 2016, and reinstated the text of articles 66 and 67 of the General Resolution No. 7/2005, wich under numbers 67 and 68 will be incorporated into the General Resolution No. 7/2015
The new regulation will come into force eight days after their official publication in the Official Gazette (that was March 11, 2020), meaning from March 20, 2020.
This publication does not constitute a legal opinion on specific issues. If necessary, specialized legal advice should be requested
For more information please contact:
email: gencoe@eof.com.ar
email: fratantonij@eof.com.ar