Corporate Officers/Directors: IGJ Reshapes Registration and Guarantee Requirements

Corporate Officers/Directors: IGJ Reshapes Registration and Guarantee Requirements
The Inspección General de Justicia (“IGJ”) has issued General Resolution No. 1/2026 (“RG IGJ 1/2026”), introducing interpretive guidance on the nature of the registration of directors and officers, the validity of acts carried out by non-registered representatives, and amendments to the directors’ security regime.

• Registration of directors and officers is confirmed to be declaratory (not constitutive) → reduces challenges to corporate acts based on lack of registration.
• Acts performed by duly appointed but non-registered representatives are valid and enforceable.
• Continuity in office is reinforced → directors remain in office until effectively replaced.
• Sworn undertakings are now expressly allowed as a form of directors’ security → reducing costs and administrative burden.
• Greater flexibility and party autonomy in structuring directors’ guarantees.

1. Nature of Registration and Continuity in Office
   
   Declaratory nature of registration
   The IGJ confirms that the registration of the appointment or removal of directors, legal representatives and officers has a declaratory rather than constitutive effect.
   Accordingly, appointments are effective from the underlying corporate decisions, not from their registration.
   
   Validity of acts by non-registered representatives
   Acts duly performed by representatives whose appointment has not been registered remain valid and effective.
   In addition, third parties with actual knowledge of the appointment of new authorities may not rely on the lack of registration to challenge their authority.
   
   Continuity in office
   Reinforces that directors and managers remain in office until replaced, even after expiration of their term.
   • The expiration of the term does not automatically terminate the position.
   • This constitutes a continuity as a matter of law, aimed at ensuring corporate functionality and protecting third parties.
   • Until successors are effectively appointed and take office, the company may not invoke the expiration of the term against bona fide third parties.
     
2. Changes to the Directors’ Security Regime
   
   New forms of security
   While the prior regime allowed mechanisms such as deposits, securities, guarantees and surety bonds, RG IGJ 1/2026 expressly incorporates sworn undertakings as a valid form of compliance.
   
   Flexibility and party autonomy
   The resolution expressly recognizes that the terms, conditions and form of directors’ security may be freely agreed between the company and the relevant individuals, in line with the principle of freedom of contract.
   
   Exemption for public sector representatives
   Directors representing national, provincial, municipal governments or governmental entities are exempt from the obligation to provide security.
   
   Simplified registration
   Compliance with the security requirement may now be evidenced through a sworn statement in the pre-qualification legal opinion, without the need to submit supporting documentation at the time of registration.

For further information, please contact:

• María Lucila Winschel
• Florencia Angélico

This message is of a general informative nature and should not be considered as legal advice. In case you need professional assistance, please contact our experts.