IGJ Regulatory Update: News on capital stock
Significant Changes in Regulation
The General Inspection of Justice (“IGJ“) has enacted General Resolution No. 15/2024, which introduces, among others, fundamental reforms in the regulations governing the share capital of companies incorporated and registered in the City of Buenos Aires. Below, we present a summary of the most significant modifications:
- Capital contributions through crypto assets: The inclusion of crypto assets as a form of capital contribution is authorized. For this purpose, specific requirements are established: (a) Proof of ownership by the contributing partner; (b) Custody of the crypto assets in a Virtual Asset Service Provider (VASP) registered with the National Securities Commission (CNV) in the name of the company; (c) Accreditation of value through accounting certification; and (d) Submission of a statement from the VASP that holds the assets, confirming the possibility of their forced execution.
- Flexibility in shareholding composition: The previous requirement for a substantial plurality of partners has been removed. It is now feasible to create companies with only two shareholders, where one of them can own less than 1% of the share capital and voting rights.
- Elimination of the requirement to have a relation between the capital stock and the corporate purpose: The obligation for the amount of the share capital to subjectively match the scale of the company’s corporate purpose has been eliminated.
- Deregulation of share premium: The administrative rule that imposed the setting of a share premium in cases of capital increases with actual contributions from partners has been repealed, leaving this determination to the discretion of the partners themselves.
Effectiveness and Early Application
General Resolution No. 15/2024 will be effective as of November 1, 2024. However, for procedures that are initiated or in progress before that date, the early application of the more favorable provisions of the new resolution may be requested.
We encourage you to review the full text of Annex I of General Resolution No. 15/2024, available at the provided link.
In the coming weeks, we will continue to share biweekly newsletters that will offer more details and guidance on other relevant aspects of General Resolution No. 15/2024.
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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.