Amendments to the regulatory framework of the Public Registry of the City of Buenos Aires

Simplification of the corporate officers’/directors’ regime, remote meetings, corporate officers’/directors’ guarantees, and registry procedures.

On May 12, 2026, the Public Registry of the City of Buenos Aires – Inspección General de Justicia – (“IGJ“) issued General Resolution No. 3/2026 (“GR IGJ 3/2026“), which amends various provisions of General Resolution No. 15/2024 and its amendments. The reform arises from the Participatory Rule-Making Process (GR IGJ 2/2026) and seeks to streamline procedures, reduce formal burdens, and provide greater predictability to registry practice, without affecting the substantive protections of shareholders or third parties. In practice, this should result in simpler procedures, fewer formal objections, and greater flexibility for the day-to-day operation of companies.
It enters into force on May 14, 2026.

The most relevant changes focus on the following topics:

• Remote meetings without the need for bylaws amendments. Companies may hold meetings of their governing bodies remotely unless the bylaws expressly prohibit it. This facilitates the participation of shareholders, directors, and statutory auditors located in different jurisdictions, provided that simultaneous communication, accessibility, recording in the corporate minute book, access details in the notice of meeting, and preservation of the recording for five years are guaranteed, unless all participants sign the minutes.
  
  
• Simpler acceptance of office, including by electronic or digital signature. Acceptance of office may arise from the minutes, from a note bearing an electronic or digital signature, or from the certifying professional’s verification. This reduces friction when corporate officers/directors are unable to sign in person.
  
  
• Electronic domicile: a further step toward registry modernization. In addition to the special domicile (Section 256, Law 19,550), directors may establish an electronic domicile pursuant to Section 75 of the Argentine Civil and Commercial Code. This possibility modernizes communication with corporate officers/directors and may facilitate the documentary and registry management of companies with more dynamic structures or directors located in different places.
  
  
• Greater flexibility in the regime of guarantees for corporate officers/directors. Freedom of form is allowed with respect to guarantees, including deposits, government securities, surety insurance, guarantees, sworn undertakings, or any other mechanisms provided for in the bylaws or approved by the shareholders’ meeting, with costs and terms freely agreed upon. Alternate corporate officers/directors shall only be required to provide such guarantees upon effectively assuming office.
  
  
• Reduced documentary burden to evidence guarantees. For registry purposes, a sworn statement in the pre-qualification opinion is sufficient. No additional evidence is required when compliance arises from the instrument itself, funds are deposited in the company’s treasury, or verification is the responsibility of the supervisory body.
  
  
• Greater clarity on the registry chain of title. The chain of title is streamlined: each new filing must be preceded by, or filed together with, the registration of the underlying acts, including the appointment of the current corporate officers/directors. The rule also clarifies when registry continuity is deemed complete (previous directors already registered, renewal of the same corporate officers/directors, or simultaneous cessation of previously unregistered corporate officers/directors). If there is any doubt, the IGJ will require registration of the prior acts to ensure proper publicity.
  
  
• Alternate corporate officers/directors may assume office to prevent deadlocks. An alternate director may assume office as a regular corporate officer/director upon a prior declaration of vacancy, unless the bylaws provide otherwise. If the governing body lacks quorum, alternate corporate officers/directors who have accepted their appointment may directly assume office, declare the vacancy, and fill the vacant positions. This solution aims to prevent deadlocks and preserve the continuity of the management body’s operations.
  
  
• Easier registration of cessations of corporate officers/directors. Cessations of corporate officers/directors not filed together with new appointments are governed by a clearer regime. The IGJ will handle unforeseen cases under the general principles of registry procedure, and the outgoing corporate officer/director is expressly authorized to request registration.
  
  
• Untreated resignations: a mechanism for the deregistration of corporate officers/directors. A specific procedure is introduced allowing a corporate officer/director to register their resignation when the company does not address it or when the corporate officer/director has no certainty regarding its treatment. The mechanism provides for reliable notification, response deadlines, notice to the company, and tacit acceptance in the event of silence or an insufficient response, with a special rule to preserve the regular functioning of the governing body if the resignation affects it.
  
  
• New internal review mechanisms against improper objections. Section 31 of General Resolution No. 15/2024 is reformulated, strengthening the tools available to the applicant in the face of unjustified or contradictory objections. In the event of delays, contradictions, or requests that exceed legal authority, the interested party may: (1) challenge the inspector; (2) request hierarchical review; and/or (3) file a motion for prompt dispatch.

We invite you to consult the updated full text of General Resolution No. 3/2026 and its amendments:

Our Corporate Law team is available to analyze its impact on each company’s operations and to assist with adapting its registry and corporate governance practices

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.