Amendments to the IGJ Regulatory Framework

Amendments to the IGJ Regulatory Framework

The General Inspection of Justice (Inspección General de Justicia – IGJ) has issued General Resolution No. 3/2026, introducing structural amendments to General Resolution No. 15/2024, which constitutes the agency’s main regulatory framework.

The reform’s primary objective is to eliminate requirements that the agency considers obsolete or redundant for conducting business activities.

The most relevant changes are summarized below:

1. IGJ Delays and Objections. Appeals (Section 31)

The powers granted to applicants in response to unjustified delays by the IGJ or unlawful objections have been expanded. This now includes objections deemed inconsistent with previously established criteria or with the criteria applied by inspectors reviewing the same or analogous filings, as well as objections exceeding the agency’s authority.

In such cases, the applicant may:

a) request the recusal of the acting inspector;
b) request review by a superior authority within 5 days and, if denied, request the issuance of a Specific Resolution (Resolución Particular), thereby enabling judicial review; and
c) file for expedited treatment (“pronto despacho”), enabling an action for administrative delay (“amparo por mora”) if the agency remains silent after 5 days.

2. Directors and Officers

a) Directors’ Guarantee (Section 70)

The amendments recently introduced by General Resolution No. 1/2026 are incorporated. Specifically:

• A sworn guarantee (“caución juratoria”) is now accepted as a valid form of guarantee.
• Freedom of contract: the cost, form, and conditions may be freely agreed between the company and the director.
• Simplification: for purposes of registering the appointment, a sworn statement in the prequalification opinion confirming the existence of the guarantee is sufficient.

b) Appointment and Resignation of Officers (Section 104 and repeal of Section 105)

Electronic or digital signatures are now accepted to evidence acceptance of office.

In addition to establishing a special domicile, an electronic domicile may also be established.

The reference requiring directors to be individuals has been removed (although no express reference is made to the appointment of legal entities as directors).

The requirement that the appointment minutes include the domicile in Argentina of the majority of directors has been eliminated.

c) Alternate Directors (Section 106)

It is confirmed that, in the event of a vacancy on the board of directors, alternate directors may directly assume office as regular directors by declaring the occurrence of the vacancy.

d) Removal/Cessation of Directors (Section 110; repeal of Section 112)

The reference stating that registration of the cessation “shall not proceed in the event of a vacancy of the governing body” has been removed.

The restrictive interpretation previously applied to situations of cessation of directors not expressly provided for in the regulations, as well as to the registrability of the supporting documentation, has been eliminated.

e) Registration of Untreated Resignation (Section 111)

A procedure is established allowing a resigning director to request registration of the resignation before the IGJ if the company fails to address it within five business days of notification.

The regulation establishes a mechanism for cases in which the company does not respond, providing that the company’s silence will constitute tacit acceptance of the resignation, and registration will proceed.

However, if the resignation affects the proper functioning of the board, the resigning director must remain in office until the shareholders’ meeting or governing body issues a decision.

3. Remote Meetings (Section 72)

Remote meetings are expressly permitted unless the bylaws expressly prohibit them.

4. Repealed Provisions

Several provisions have been repealed, including:

• The regulation governing the election of directors by cumulative voting pursuant to Section 263 of the General Companies Law (repeal of Section 108).
• The regulation governing the election of directors by classes of shares pursuant to Section 262 of the General Companies Law (repeal of Section 109).

Effective Date: The regulation applies as from May 14, 2026.