Regulation of the Public Registry for Dedicated Branches provided for in the Incentive Regime for Large Investments (RIGI)
On September 5, 2024, General Resolution No. 19/2024 (the “General Resolution No. 19/2024”) of the Public Registry (“PR”) was published in the Official Gazette, establishing the registration requirements for dedicated or special branches (the “Dedicated Branches”) that companies wishing to adhere to the Incentive Regime for Large Investments (“RIGI“) provided for in Law No. 27,742 can create when they develop other activities or possess other assets that are not part of the investment project.
General Resolution No. 19/2024 establishes that Corporations (S.A.), wholly owned Corporations (S.A.U.), and Limited Liability Companies (S.R.L.) that intend to establish a Dedicated Branch, the submission of a testimony of a public deed or original private instrument containing the decision to open the Dedicated Branch.
This document must indicate:
- the headquarters of the Dedicated Branch,
- the appointment of the representative of the Dedicated Branch,
- the amount of capital assigned to the Dedicated Branch, and
- the description of the unique purpose of the Dedicated Branch project.
Additionally, the submission of an opinion from a Public Accountant regarding the composition of the assets allocated to the capital of the Dedicated Branch is required.
Dedicated Branch of a company registered in a provincial jurisdiction
The registration of a Dedicated Branch of a company registered in a provincial jurisdiction also requires the submission of a certificate from the corresponding public registry accrediting on the validity the corporate registration or, the verification of the registration data in the legal opinion.
Dedicated Branch of a branch of a foreign company
In the case of registering a Dedicated Branch of a branch of a foreign company, registered under the terms of Article 118, third paragraph of Law No. 19,550, General Resolution No. 19/2024 requires the submission of the resolution from the head office ordering the opening of the Dedicated Branch to adhere to the RIGI.
The resolution must include:
- the establishment of the headquarters of the Dedicated Branch,
- the appointment of the Representative in charge of the Dedicated Branch,
- the amount of capital assigned and the manner in which the assets will be attributed to the Dedicated Branch, and
- the description of the unique purpose of the investment project attributed to the Dedicated Branch.
Along with this, an accounting opinion regarding the composition of the assets allocated to the capital of the Dedicated Branch is required.
In the case that the branch of the foreign company intending to establish a Dedicated Branch is registered in a provincial jurisdiction, in addition to the previously mentioned requirements, the submission of a certificate from the corresponding public registry on the validity of the branch registration or, verification of the registration data in the legal opinion is required.
Additionally, General Resolution No. 19/2024 establishes that the authorization of the corporate books corresponding to the Dedicated Branch must be requested.
Finally, General Resolution No. 19/2024 establishes that the registration of the Dedicated Branch can be canceled after the fulfillment of the project corresponding to its purpose or by deciding not to fulfill it in the future or not to continue it.
In these cases, companies registered in a foreign jurisdiction may opt to transform the Dedicated Branch into a branch under the terms provided in Article 5 of Law No. 19,550.
General Resolution No. 19/2024 will come into effect the day after its publication in the Official Gazette.
The official text of General Resolution No. 19/2024, can be found at the following link.
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