Changes introduced by the General Inspection of Corporations (IGJ) through General Resolutions 11/2024, 12/2024, and 13/2024, published in the Official Gazette on April 11, 2024.
These resolutions modify the regime applicable to Simplified Stock Corporations (SAS) and gender diversity in the management and oversight bodies of certain entities. Below, we summarize the most relevant aspects of each resolution and their implications for your activities.
General Resolution 11/2024: This resolution repeals a series of previous resolutions that regulated the incorporation and operation of SAS, imposing various requirements and obligations that hindered the full implementation of Law No. 27,349, which promotes venture capital and simplifies the creation and operation of SAS. Among the repealed requirements are those related to digital signatures, professional prequalification reports, verification of the registered office, pay in of share capital, submission of financial statements with audit reports, and differentiated treatment in transformation processes and book stamping. The resolution aims to restore immediate access to the incorporation of legal structures in accordance with the SAS regime, emphasizing simplicity, agility, and low cost. The resolution enters into force on the day following its publication in the Official Gazette, that is, on April 12, 2024.
General Resolution 12/2024: This resolution temporarily suspends the use of digital means for the incorporation of SAS, requiring the use of authentic documentation under the modalities provided for in Article 7 of IGJ General Resolution No. 6/2017. It also suspends the automatic registration mechanism of SAS that used a template for bylaws and official gazette´s publication. The resolution introduces a template for the incorporation of SAS. Additionally, it establishes a new system for the authentication of signatures by an authorized official of the public registry, available from May 16, 2024. The resolution stipulates that the registration of SAS will be carried out only through authentic documentation, either by public deed or by private instrument with certified signatures. The changes aim to address the operational difficulties that arose with the digital registration system. The resolution enters into force on the day following its publication in the Official Gazette, that is, on April 12, 2024.
General Resolution 13/2024: This resolution repeals IGJ General Resolutions No. 34/2020, No. 35/2020, No. 42/2020, and No. 12/2021, which established the mandatory nature of gender diversity in the management and, where applicable, in the oversight bodies of certain entities. These resolutions required numerical equality between women and men, or a minimum of one-third women in cases of odd numbers. The resolution acknowledges the judicial rulings that declared the invalidity of the previous resolutions for exceeding the IGJ’s competence, as the authority to regulate these matters belongs to the National Congress. The resolution decides to repeal the resolutions to avoid administrative and judicial waste and to respect judicial decisions. The resolution enters into force on the day of its publication in the Official Gazette, that is, on April 11, 2024.
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