The General Inspection of Corporations (IGJ) simplifies the process for the incorporation of companies

On September 23, 2026, General Resolution No. 11/2026 of the General Inspection of Corporations (IGJ) was published in the Official Gazette, amending General Resolutions No. 15/2024 and No. 6/2017 regarding the requirements for the incorporation of companies, including simplified stock companies (SAS). Below is a summary of the main changes:

1. Elimination of the mandatory legal prequalification opinion. The legal prequalification opinion for the incorporation of companies is now optional.
   
   
2. Broad and diverse corporate purpose. The corporate purpose may consist of one or more categories of activities, defined in sectoral or functional terms, without requiring that the activities be related, complementary, or specifically described. For SASs, the phrase “the conduct of any lawful activity” is permitted.
   
   
3. Incorporation of the electronic registered office. An email address may be designated as the electronic registered office, with legal effect vis-à-vis shareholders and third parties, without this replacing the physical registered office.
   
   
4. Additional methods for evidencing capital contributions. The accepted methods for verifying the payment of capital contributions have been expanded to include: bank statements, a notary’s certification, or a receipt issued by the system when the incorporation is carried out digitally. For amounts up to two (2) Minimum, Vital, and Adjustable Wages, the payment may be substantiated by an affidavit from the administrator or the partners, or by a receipt signed by the legal representative.
   
   
5. Arbitration clause. The option is now included to stipulate that the arbitration clause to be incorporated into the articles of incorporation is binding on the corporation, the partners, and the members of all corporate bodies, even if, at the time the dispute arises, they have lost their status as partners or ceased to hold their positions. The IGJ will publish sample arbitration clauses on its website for guidance.

We invite you to review the full text of General Resolution No. 11/2026 and its amendments:

Our Corporate Law team is available to analyze the impact of PR General Resolution No. 11/2026.

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.