February 27 2006
Since the issue of General Resolution 7/2005 in August 2005, the Corporations Inspectorate has taken a step back from the need to regulate many matters concerning companies incorporated in Argentina, and specifically in Buenos Aires. The reason behind this move is the fact that all such matters requiring regulation are covered by the provisions of Resolution 7/2005.
However, on December 30 2005 the inspectorate issued Resolution 12/2005, which simplfies the requirements for the documentation that must be provided under General Resolutions 7/2003 and 7/2005.
Under Resolution 7/2003 all companies incorporated outside Argentina which are involved in companies incorporated in Buenos Aires are required to provide certain information annually in order to demonstrate that their activities are not exclusively performed in Argentina and that they have other assets outside Argentina.
General Resolution 12/2005 simplifies the information to be provided, as long as the companies have already fulfilled the obligation set forth in Resolution 7/2003.
However, the inspectorate has continued to apply the principles set out by the resolutions passed in 2003, even though the inspector of corporations who implemented those resolutions resigned in December 2005. His replacement has not yet been appointed, but no major policy changes are expected.
The inspectorate has already adopted further resolutions confirming the requirements of Resolution 7/2003.
Under Particular Resolution 83/2005 the inspectorate accepted that a minority participation in a company incorporated in Argentina which did not exceed 2% of the capital stock and votes was not in violation of the definition of 'a corporation' under the criteria adopted by the inspectorate, since such participation was reduced as a consequence of successive sales, mergers and the refusal of the minority shareholder to participate in different capital contributions.
The criteria set out by this particular resolution show that the application of the new criteria adopted by the inspectorate is based on common sense, which was a key aspect behind the adoption of the resolution.
In addition, under Particular Resolution 51/2005 the inspectorate requested the cancellation of the registration of a company incorporated in Buenos Aires based on the fact that the shareholders were offshore companies incorporated in Uruguay, and thus did not fulfil the registration requirements set out in Section 123 of the Business Associations Law.
For further information on this topic please contact Alberto María Lasheras-Shine or Ricardo Vicente Seeber at Estudio Beccar Varela by telephone (+54 11 4379 6800) or by fax (+54 11 4379 6860) or by email (email@example.com or firstname.lastname@example.org).
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