On May 22, 2026, the General Inspection of Justice (Inspección General de Justicia – “IGJ”) issued General Resolution No. 4/2026, published in the Official Gazette on May 26, 2026, introducing a substantial reform to the registration regime applicable to foreign companies set forth in IGJ General Resolution No. 15/24.
The Resolution — effective as of May 27, 2026 — forms part of the Participatory Rulemaking Procedure established by IGJ General Resolution No. 2/26 and, according to its recitals, seeks to reduce administrative burdens, eliminate requirements deemed disproportionate, facilitate the activities of foreign investors, and align registration procedures with international standards of simplification and efficiency.
The regulation replaces Sections 164, 166, 168, 171, 174, 175, 179, 190, 193, 199, 202, 203, 204, and 289 of Annex A to IGJ General Resolution No. 15/24 and repeals Sections 165, 167, 169, 170, 172, 173, 176, 177, 178, 180, 181, 182, 183, 184, 185, 186, 187, 188, 189, 191, 192, 194, 195, 196, 197, 198, 200, 201, and 290.
Its principal aspects are summarized below:
- Unification of registration requirements under Sections 118 and 123 of the General Companies Law (“LGS”) (Section 164).
The prior framework is replaced by a unified registration regime for foreign companies, establishing a single set of requirements applicable both to foreign companies participating in local companies (Section 123 LGS) and to those conducting habitual activities through branches, permanent establishments, or permanent representations (Section 118 LGS), with additional requirements applicable only to the latter. Among other matters, declarations regarding beneficial ownership and politically exposed persons (“PEPs”) remain in force. Additionally, the regulation allows for the joint filing of the registration of the local company and the foreign company participating therein, provided that such participation arises from the constituent instrument of the local entity. - Elimination of the special supervisory regime applicable to foreign companies.
The repeal of twenty-nine sections further deepens the simplification process initiated by the IGJ during the administration of Daniel R. Vítolo through IGJ General Resolutions No. 10/2024 and 15/2024. In particular, the new resolution completely repeals the entire regulatory framework relating to the obligation of branches of foreign companies to maintain positive net equity, as well as the deadlines for restoring such equity and the related sanctions that had remained in force since IGJ Resolution No. 7/2015. - Simplification of foreign documentation requirements (Section 203).
The regulation relaxes the mechanisms for evidencing representative authority where difficulties exist in obtaining notarial certifications of legal capacity in the jurisdiction of origin. Furthermore, it expressly permits the filing of parent company resolutions in apostilled digital format reproduced in paper form, provided that their integrity, traceability, and immutability can be verified. - Unanimous shareholders’ meetings involving unregistered foreign shareholder companies (Section 190, final paragraph).
This constitutes one of the most significant interpretative changes for corporate practice, as it expressly resolves a long-debated issue in legal doctrine by establishing that the omission of registration of the foreign company does not affect the unanimous character of the shareholders’ meeting or partners’ meeting. - Capital allocation in branches (Section 179).
An important innovation arises from the new wording of Section 179, which now establishes that funds allocated as monetary capital contributions to branches, agencies, or permanent representations may be deposited not only with local financial institutions but also with foreign financial institutions, thereby placing foreign companies on equal footing with local entities. - Registration of unaddressed resignations of legal representatives (Section 204).
The regulation incorporates a specific procedure enabling legal representatives of foreign companies registered under Sections 118 or 123 LGS to request registration of their resignation where such resignation has not been considered by the parent company or where uncertainty exists regarding its treatment. The regime establishes prior notice requirements, a ninety (90)-day period, and specific documentary requirements. - Financial statements of branches and permanent representations (Section 175).
The regulation maintains the deadline for filing financial statements at one hundred and twenty (120) calendar days following the end of the fiscal year but eliminates the obligation to submit, together therewith, the sworn declaration regarding beneficial ownership and any modifications thereto during the relevant fiscal year, without prejudice to the continuing general obligation to file such information pursuant to Section 421. - Simplification of subsequent registrations, adaptations, and cancellations.
The requirements applicable to transfers of jurisdiction, registration of surviving entities resulting from foreign reorganizations, capital allocations, adaptations under Section 124 LGS, voluntary closures, liquidations, and cancellation of registrations of foreign companies are substantially revised and simplified. - Companies incorporated in non-cooperative jurisdictions (Section 168).
Although the regulation eliminates a substantial portion of the prior special regime, it maintains enhanced review criteria applicable to companies incorporated in jurisdictions deemed non-cooperative for tax transparency purposes or identified by the Financial Action Task Force (“FATF”) as high-risk jurisdictions, authorizing the IGJ to require supplementary documentation. - Foreign non-profit entities (Section 289).
The regulation also simplifies the requirements applicable to foundations and other foreign non-profit entities intending to operate within the Autonomous City of Buenos Aires through representations or permanent establishments.
In general terms, IGJ General Resolution No. 4/2026 represents a further deepening of the most significant amendments introduced over the past two years to the regime applicable to foreign companies, continuing the transition from a system characterized by enhanced supervisory requirements toward a model focused primarily on evidencing the existence, validity, and representation of the foreign entity, while simultaneously preserving controls relating to beneficial ownership, anti-money laundering compliance, and registration transparency.
Finally, the Resolution does not contain transitional provisions; therefore, proceedings pending as of May 27, 2026 must be assessed on a case-by-case basis in light of the principle of immediate application of the new regulations.