On September 5, 2024, General Resolution 19/2024 of the Office of Business Organizations (IGJ) was published in the Argentine Official Gazette. The resolution regulates the requirements for registering a “Dedicated or Special Branch” –as a Single Project Vehicle (SPV)– in accordance with the Incentive Regime for Large Investments (RIGI), Article 170 of Law 27742.
The regulation applies to corporations (S.A.), sole-shareholder corporations (S.A.U.), and limited liability companies (S.R.L.) registered in another provincial jurisdiction or with IGJ which decide to register a Dedicated Branch with IGJ.
General Resolution 19/2024 sets out the following requirements to be satisfied:
• corporate resolution authorizing the creation of the Dedicated Branch;
• branch office in the City of Buenos Aires;
• appointment of the legal representative;
• amount of assigned capital, including the allocation of assets;
• description of the single project’s purpose;
• accounting report on the composition of the assets allocated to the capital; and
• the validity of the corporate registration issued by the provincial public registry of origin, or a professional report verifying such registration (for companies not registered with IGJ).
The Resolution further establishes that the aforementioned requirements shall also apply to foreign branches registered with IGJ or in another provincial jurisdiction (pursuant to article 118(3) of the Argentine General Corporations Act), which decide to open a Dedicated Branch in the City of Buenos Aires. In such cases, the resolution of the foreign head office –in the country of origin– authorizing the opening shall replace the local corporate resolution applicable to companies. Finally, the Resolution provides that the Dedicated Branch:
• must request the registration of books with IGJ;
• may request the registration of amendments to the founding document, including the
single corporate purpose; and
• in the event of deregistration, if the entity is registered in another provincial jurisdiction, it may request that IGJ transform it into a branch (Article 5 of the General corporations Act).
General Resolution 19/2024 shall be effective as of September 6, 2024.