On May 12, 2026, the General Inspection of Justice (Inspección General de Justicia – “IGJ”) issued General Resolution No. 3/2026, published in the Official Gazette on May 13, 2026, whereby several provisions of Annex A to IGJ General Resolution No. 15/24 were amended, effective as of May 14, 2026.
The regulation forms part of the Participatory Rulemaking Procedure established by IGJ General Resolution No. 2/26 and, according to its recitals, seeks to reduce formal burdens, simplify documentary requirements, and promote access to the formal economy without affecting the substantive protections afforded to shareholders, partners, and third parties.
Sections 31, 37, 70, 72, 104, 106, 110, and 111 of Annex A are replaced, while Sections 71, 105, 107, 108, 109, 112, and 113 are repealed. The principal amendments are summarized below:
• Remedies against improper observations or delays (Section 31): In the event of unjustified delays, observations manifestly contrary to law, inconsistencies with prior criteria or among inspectors, or requests exceeding the powers granted under Law No. 22,315, the interested party may: (i) challenge the acting inspector (Section 6, Law No. 19,549); (ii) request review by the hierarchical superior, who must issue a decision within five (5) days, with authority to reassign the proceeding, set aside the observations, and/or elevate the matter to the Inspector General through a Specific Resolution; and/or (iii) file a pronto despacho request, whereby administrative silence for five (5) days shall constitute implied denial, thereby enabling judicial appellate remedies pursuant to Section 28 of Law No. 19,549.
• Chain of registration continuity (tracto registral) (Section 37): For purposes of registering the appointment of directors or managers, continuity of registration entries shall be deemed satisfied when: (i) the directors or managers holding the immediately preceding mandate are duly registered; (ii) such directors or managers are not registered but are the same individuals whose reappointment is being sought; or (iii) the filing simultaneously requests the removal of previously unregistered directors or managers.
• Directors’ and managers’ guarantee requirements (Section 70): Freedom of form is expressly permitted for guarantees (including cash deposits, government securities, surety insurance, guarantees, sworn guarantees, or other instruments), with costs and conditions freely agreed upon. No guarantee is required from directors representing the State. The prequalification opinion (dictamen de precalificación) must verify effective compliance in connection with the incorporation of corporations (S.A.) and limited liability companies (S.R.L.), mergers, spin-offs, transformations, and registrations of appointments of directors or managers, except where: (i) compliance arises from the instrument submitted for registration; (ii) the company has opted for contribution of funds into the corporate treasury; or (iii) the company has a supervisory body. For registration purposes, a sworn declaration contained in the legal opinion shall suffice.
• Remote meetings (Section 72): Remote meetings are permitted unless expressly prohibited by the bylaws, provided that simultaneous communication, unrestricted accessibility and participation, digital recording and preservation thereof for five (5) years (unless the minutes are signed by all participants), transcription into the corporate books, and disclosure of the means and method of access in the notice of meeting are ensured.
• Appointment and removal of directors and managers (Sections 104 and 110): The required supporting documentation is simplified. Acceptance of office may arise from the same minutes submitted for registration, from a duly executed written instrument — including electronic or digital signatures — or from verification by the reporting professional.
• Assumption of alternate directors or managers upon vacancy (Section 106): Unless otherwise provided in the bylaws, the assumption of office by an alternate director or manager as a regular officeholder requires a formal declaration of vacancy of the management body. Where, following such vacancy, the management body lacks quorum to convene, alternate directors or managers who have accepted office may directly assume as regular officeholders, declare the vacancy, and fill the vacant positions.
• Unaddressed resignation (Section 111): The regulation establishes a procedure authorizing the resigning officer to request registration of his or her resignation where such resignation has not been considered or where uncertainty exists as to whether it has been addressed, establishing specific notice periods, inspection procedures at the company’s registered office, and the possible operation of implied acceptance pursuant to Section 263 of the Argentine Civil and Commercial Code.