Digitalization of Argentine Corporate Law

Digitalization of Argentine Corporate Law, From digital filings to digital companies

Dolores M. Gallo

I.- Introduction

 The digital transformation of Argentine corporate law has resulted from a gradual process through which technology has been progressively incorporated into different aspects of corporate activity. What began as the digitalization of isolated corporate procedures has gradually evolved into a broader transformation of the way companies are organized and operated. As digital technologies became increasingly integrated into corporate practice, some scholars began referring to the emergence of a new field of law commonly described as digital corporate law, aimed at addressing the growing interaction between corporate governance and technological developments. The recent 2026 Bill for a comprehensive reform of the Argentine Corporate Law (ACL)^[1] represents the most significant milestone in this process, introducing for the first time a legal framework for corporate structures that may operate partially or entirely autonomously through automated protocols and smart contracts.

II.- The Early Stages of Corporate Digitalization

 The first significant development dates back several decades, when Section 61 of the ACL authorized companies to replace traditional paper corporate books—except inventory and balance sheet books—with computerized or electronic systems^[2]. Although limited in scope, this reform represented the first legislative recognition that technological tools could perform functions traditionally associated with physical corporate records.

This trend continued with the enactment of the Civil and Commercial Code^[3] in 2015, which, as a supplementary framework to the Argentine Corporate Law, allowed persons and entities required to keep accounting records to replace traditional paper books—except inventory and balance sheet books—with computerized systems or other technical means.

A further step in this process was the introduction of the Simplified Corporation (Sociedad por Acciones Simplificada – SAS)^[4], which became the first corporate legal vehicle in Argentina specifically designed to operate with fully digital corporate and accounting books.

The subsequent amendment to Section 61 of the ACL extended this possibility to all corporate entities, making digital bookkeeping a general policy rather than an exception^[5]. As a result, corporate and accounting books may now be maintained through digital systems, including cloud-based platforms, insofar as they comply with the applicable requirements regarding integrity, security, traceability, and access to the records^[6].

Beyond record-keeping, corporate governance mechanisms also began adapting to technological developments through the recognition of remote participation in corporate meetings. What had initially been authorized in 2001^[7] solely for meetings of the boards of directors of publicly listed companies was later extended in 2015 to all types of companies^[8]. The COVID-19 pandemic subsequently accelerated the practical adoption of these mechanisms, reinforcing the role of digital tools in corporate decision-making.

Although these early rules still contained certain practical limitations and regulatory uncertainties, they represented a decisive shift away from the traditional requirement of physical presence, opening the door to modern forms of corporate decision-making.

A further development in this process has been the recent recognition of digital assets as eligible contributions for the incorporation of companies and capital increases^[9], a significant change given the growing role crypto-assets are playing in corporate financing.

III.- Digitalization of Public Registries

 Digitalization has also transformed the relationship between companies and the public registries responsible for corporate supervision and registration.

A significant milestone was the creation of the Trámites a Distancia (TAD) platform^[10] which enabled digital interaction between individuals, legal entities and public authorities, allowing companies to carry out an increasing number of corporate filings online. Initially implemented by the Public Registry of the City of Buenos Aires (IGJ), the platform made it possible to incorporate Simplified Corporations (SAS) entirely online and to carry out a wide range of electronic filings, including name reservations, requests for certificates of good standing and the rubric of corporate books.

While the early reforms focused on enabling some electronic interactions between companies and the registries, beginning in 2025 many registries started redesigning their internal processes to implement fully digital procedures.

Since 2025, the Public Registry of the Province of Buenos Aires has taken a leading role in this process by progressively replacing paper-based filings with digital procedures aimed at reducing processing times and administrative burdens^[11].

A similar approach was adopted in 2026 by the IGJ of the City of Buenos Aires, which typically sets the standard for the rest of the registries. Through the implementation of the Online Open Documentation System (Sistema Online de Documentación Abierta – SODA), the IGJ moved beyond the digitalization of individual procedures and introduced a unified platform designed to manage the entire lifecycle of corporate registration and supervisory proceedings.

IV.- The 2026 Corporate Law Draft Reform. Legal challenges

The most significant development in this evolution is the Bill for a comprehensive reform of the Argentine Corporate Law (ACL) submitted to Congress in 2026^[12]. The proposal represents a decisive step toward a more modern and updated regulatory framework, with digital technologies becoming one of its defining features.

Unlike previous reforms, which merely authorized the use of technology to facilitate existing corporate activities, the Bill introduces for the first time a legal framework for corporate structures conceived to operate in predominantly digital environments.

A first major innovation is the express recognition of the possibility of executing corporate acts through digital means. The incorporation and amendment of companies may be carried out using, in addition to existing forms of signatures (handwritten, digital, and electronic signatures), two new forms of signatures introduced by the reform: the authenticated electronic signature and the advanced electronic signature^[13].

The Bill also creates a National Digital Registry of Companies, based on a fully electronic corporate file that would be public, unrestricted and free of charge. This model seeks to replace fragmented and paper-based registration systems with a centralized digital infrastructure capable of providing real-time access to corporate information.

A further innovation is the recognition of tokenized shares. The proposal expressly allows company shares to be represented through tokens recorded on distributed ledger networks, opening the door to new forms of financing, investment and transfer of ownership interests.

The reform also expressly authorizes fully remote shareholder and board meetings, building on the regulatory frameworks adopted during the COVID-19 pandemic. This marks the transition from exceptional digital solutions to the permanent incorporation of remote participation mechanisms into corporate governance.

Perhaps the most innovative aspect of the reform is the introduction of new digitally native organizational structures. The Bill contemplates a new corporate form referred to as the Decentralized Autonomous Operative Company (DAO), inspired by the concept of decentralized autonomous organizations but conceived as a corporate legal entity whose governance and operations may be carried out through blockchain protocols and smart contracts. It also introduces the Automated Company, a category designed for companies that carry out their corporate purpose through autonomous algorithmic systems or artificial intelligence, without necessarily requiring human employees for their ordinary day-to-day operations^[14].

Taken together, these proposals reflect a broader evolution in corporate law, moving beyond the mere acceptance of digital tools toward the recognition of companies that may be incorporated, operated and managed through digital technologies.

These proposals have generated significant legal debate, particularly regarding the challenges they pose for the attribution of legal responsibility. While traditional corporate law relies on identifiable individuals whose conduct is assessed against established duties of loyalty and care, the emergence of autonomous systems—such as DAOs—calls for a reinterpretation of existing liability frameworks in light of the specific challenges posed by highly automated organizations. Although these new structures do not dispense with the role of the administrator, they may require a redefinition of the scope and function of that role. In highly automated companies, the focus of liability may shift from the assessment of day-to-day human decisions to the proper design, implementation, control, and oversight of the systems through which decisions are made. Consequently, the central challenge will lie in determining the specific scope and content of the duties of diligence, loyalty, and oversight applicable in highly automated environments.

Beyond these questions, the mere legislative recognition of these structures opens, at the very least, a new field of regulatory and doctrinal analysis that had not previously existed within Argentine corporate law. Regardless of the adjustments that may be required to traditional frameworks, the underlying reality is that technology has already transformed the way companies organize and conduct their businesses, make decisions, and interact with their stakeholders. The regulation should therefore provide a framework capable of accommodating innovation while ensuring legal certainty, predictability, and an appropriate allocation of responsibilities among the relevant actors.

V.- Conclusion

 The evolution of Argentine corporate law over the last decade reveals a clear and consistent trajectory. What began with the digitalization of isolated corporate formalities—such as electronic books, remote meetings and online filings—has gradually evolved into the digital transformation of public registries and, ultimately, into a legislative proposal that seeks to align the corporate framework with the digital age.

Whether all the proposed amendments are ultimately enacted by Congress remains to be seen. Nevertheless, the Draft Reform unmistakably reflects a broader shift in legislative thinking: technology is no longer treated merely as a tool for simplifying existing corporate procedures, but as a structural element of corporate organization — one that makes it possible to recognize tokenized assets, decentralized governance models, and AI-driven companies as forms of corporate organization in their own right.

 

[1] Draft of Bill dated May 29, 2026.

[2] Created by Law 22.903, issued on September 9, 1983, published in the Official Gazette on 15/09/1983.

[3] Law 26.994, which approved the Commercial and Civil Code, published in the Official Gazette on October 8^th, 2014, and in force since August 1, 2015.

[4] The Law of Entrepreneurs No 27, 349, issued on March 29, 2017, and published in the Official Gazette on 12 April 2017.

[5] Law 27.444 issued on May 30^th, 2018, and published in the Official Gazette on June 18^th, 2018.  

[6] Section 242, IGJ General Resolution 15/2024.

[7] Decree 77/2011, later replaced by Argentine Capital Markets Law No 26, 831, issued on November 29, 2012, and published in the Official Gazette on December 27, 2012.

[8] Section 158 of Civil and Commercial Code.

[9] Section 67, IGJ General Resolution 15/2024.

[10] Decree 27/2018 issued on January 10, 2018.

[11] Resolution DPPJ 303/2025, issued on May 26, 2025, and published in the Official Gazette on May 30, 2025, Resolution DPPJ 306/2025, issued on June 6, 2025, and published in the Official Gazette on June 12, 2025, and Resolution DPPJ 19/2026, issued on May 6, 2026, and published in the Official Gazette on May 12, 2026.

[12] Draft of Bill dated May 29, 2026.

[13] While a substantial body of Argentine legal scholarship has criticized the incorporation of these forms of signature into the Argentine Companies Law (ACL) as concepts borrowed from comparative law without adequate adaptation to the Argentine legal framework, the reform nevertheless places electronic execution at the center of corporate practice.

[14] Neither the DAO nor the Automated Company has, at present, a direct equivalent in Latin American corporate law.