Regulations applicable to foreign entities

Companies Law & Corporate Governance

The Public Registry of the Autonomous City of Buenos Aires (“PR“) through Resolution No. 08/2021 (the “RG 08/2021“), effective as of the date hereof, established new regulations applicable to foreign companies that request their registration in the country (applicable even to ongoing procedures pending registration before the PR).

Its main aspects are described below:

(i) New provisions in relation to vehicle companies in the process of registration or already registered before the PR..

Foreign companies that request their registration as vehicle companies (“SPVs”), and those that are already registered with the PR as such, will be governed by the following regime:

a) The status of vehicle company must be declared at the time of its registration in Argentina.

b) The following will not be allowed:

• the condition of SPVs in a supervening basis.
• the registration of more than one SPV per corporate group.
• the registration of SPVs if their direct or indirect controlling company is registered in Argentina under Sections 118 or 123 of the Argentine General Companies Law No. 19,550 (“AGCL“).
• the registration of SPVs resulting from a chain of control between successive wholly owned companies.
• the registration of wholly owned companies whose shareholder is a wholly-owned company incorporated abroad of Argentina, whether or not it is a SPV.

(ii) Foreign companies registered in another jurisdiction of Argentina with an interest in a local company registered in the PR..

Those companies registered under the terms of sections 118 and 123 of the AGCL in any jurisdiction of Argentina, which hold equity interests in local companies domiciled and with headquartered in the Autonomous City of Buenos Aires, must also be registered with the PR.

(iii) Investment plan..

Companies that intend to register under the terms of Section 123 of the LGS must submit an investment plan disclosing (i) the list of the company or companies in which they intend to participate or incorporate in Argentina; (ii) the activity carried out abroad and the activity to be carried out in Argentina; (iii) identification of the remaining partners and the amount of the share interest to be acquired, among other matters.

(iii) Ultimate beneficial owner (UBO)..

If the foreign company reports the non-existence of an UBO, it must provide documentary evidence:

a) that the headquarters of the group has all of its shares admitted to the public offering; or

b) that the ownership of the shares is so dispersed among the capital stock holders that none of them reaches the 20% threshold.

(iv) Abbreviated annual information regime.

The regulations were amended in connection with the possibility of filing an abbreviated informative regime, whereby companies incorporated abroad were able to comply, for a term of three consecutive fiscal years, with their annual informative regime in an abbreviated form. As a result of GR 08/2021, such companies will only be able to do so for a maximum of one consecutive fiscal year.

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Winschel, María Lucila.

Companies Law & Corporate Governance
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