IGJ Updates: Simplification for Foreign Companies (RG 4/2026) – Barreiro

IGJ Updates: Simplification for Foreign Companies (RG 4/2026)

The General Inspection of Justice (IGJ) has issued General Resolution 4/2026.

As part of the ongoing deregulation and modernization process of the State, the Resolution substantially simplifies the registration framework applicable to foreign companies operating in the Argentine Republic (whether through participation in local companies pursuant to Section 123 of the General Companies Law (“LGS”), or through branches, representations, or permanent establishments pursuant to Section 118 of the LGS).

The main objective is to remove redundant bureaucratic obstacles and align Argentina with international standards of competitiveness and investment attraction, while preserving substantive legality controls. This reform process arose from a public consultation implemented through IGJ General Resolution No. 2/2026 under the Participatory Rulemaking Procedure, reflecting prior consensus with relevant stakeholders.

Below, we analyze the most relevant changes introduced by this new regulation under its original structure:

I. Reforms Applicable to Registrations under Sections 118 and 123 of the LGS

1. Initial Registration. Unification and Simplification (Section 164)

The reform reorganizes initial registration procedures into a single common section, clearly defining the actual requirements depending on the type of registration. It also introduces several important developments:

(i) amendments that do not involve a change of corporate name, transformation, reorganization, or cross-border change of jurisdiction may be evidenced through a statement by the legal representative;

(ii) submission of the updated consolidated/bylaws text is allowed (except for the exceptions detailed above);

(iii) the establishment of an electronic domicile is permitted in addition to the special domicile;

(iv) the legal representative’s filing may be submitted with a digital or electronic signature verified by the legal opinion issuer;

(v) registration of the foreign company may be processed jointly with the registration of the local company, with the latter being conditional upon full compliance with the foreign company’s requirements;

(vi) the procedure regarding accounting books and digital systems is made more flexible, allowing joint and optional processing with the initial registration;

(vii) the method for evidencing capital allocation for companies under Section 118 of the LGS is simplified. In the case of asset contributions, the requirement that the assets be located in Argentina is eliminated; in the case of cash contributions, proof through accounts held with foreign financial institutions is allowed.

2. Documentation Originating Abroad (Section 203)

The principle remains that documentation originating abroad must be originally signed by a corporate officer whose representative authority must be evidenced by a notary or public official. However, unprecedented facilitations are introduced:

(i) Notarization/Protocolization: documentation may be filed through a public deed executed before an Argentine notary public, expressly stating compliance with legal requirements.

(ii) Digital Resolutions: resolutions adopted by the competent corporate body may be submitted in digital format reproduced on paper, provided they contain an electronic apostille and their integrity and traceability can be verified from the document itself.

(iii) Alternative Method to Evidence Authority: when obtaining notarial certification of the signatory’s authority in the country of origin is impossible, a declaration by the officer stating they hold sufficient authority will be accepted, provided the signature is certified by a public notary.

3. Offshore Companies and Companies from Non-Cooperative or High-Risk Jurisdictions (Section 168)

The restrictive criteria previously applicable to offshore companies are eliminated. Such restrictive criteria will now apply only to entities incorporated in jurisdictions considered non-cooperative for tax transparency purposes, or identified by the FATF as high-risk or under increased monitoring jurisdictions (black and grey lists).

4. Vehicle Companies (Repeal of Section 184)

The provision allowing registration of a foreign company as a “vehicle company” is repealed.

5. Sufficiency of Registration under Section 118 and Change of Registration Modality (Section 166)

It is confirmed that registration under Section 118 of the LGS authorizes the company to participate in local companies without requiring additional registration under Section 123.

A simplified procedure within the same registration file is introduced for cases where a foreign company decides to close its commercial branch (Section 118) but wishes to retain shares in local companies (Section 123).

6. Unified Transfer of Jurisdiction (Section 171)

Section 172 is repealed, and all forms of transfer of domicile of foreign companies (to the City of Buenos Aires, to provinces, or from abroad) are centralized into a single simplified regulation.

The new procedure expressly includes investment companies (Section 123) alongside branches (Section 118).

For transfers into the City of Buenos Aires, certificates of good standing and absence of precautionary measures from provincial jurisdictions may not be older than 60 days.

Furthermore, no new registration in the City of Buenos Aires may be completed until the company evidences formal cancellation of its registration in the original jurisdiction.

7. Registration of Successor Companies Following International Reorganizations (Section 174)

The new procedure expressly includes investment companies (Section 123) together with branches (Section 118), establishing that when a merger, spin-off, or another transaction involving transfer of assets and liabilities between foreign companies is duly completed abroad, the successor company must register pursuant to Section 164 (under Sections 118 or 123, as applicable), together with supporting documentation of the transaction.

8. Companies Whose Domicile or Main Purpose Is Located in Argentina (Section 193)

The procedure for adaptation under Section 124 of the LGS is simplified, including:

(i) Elimination of Mandatory Public Deed: the previous requirement to formalize the adaptation decision through a local public deed is removed. Formal requirements now depend strictly on the selected corporate type (allowing private instruments for limited liability companies), and foreign resolutions benefit from the digital flexibility introduced in Section 203.

(ii) Reduction of Deadlines and Registration Block: the period for foreign companies transferring from provincial jurisdictions to evidence cancellation of their prior registration is reduced from 90 to 60 days. To preserve registration order, the IGJ will automatically suspend any new filing in the City of Buenos Aires until such provincial cancellation is evidenced.

9. Unaddressed Resignation of Legal Representative (Section 204)

(i) Alignment with Local Companies: the possibility of registering an unaddressed resignation of the legal representative is reinstated, consistent with General Resolution 3/2026 applicable to local companies.

(ii) Autonomous Procedure: once 90 days have elapsed since duly notifying the parent company without receiving a response, the resigning representative may autonomously register their resignation before the IGJ, detailing the status of corporate books and establishing a domicile for custody of books and supporting documentation.

10. Foreign Non-Profit Entities. Opening of Representation Offices. Participation in Associations or Foundations (Section 289)

The independent and specific list of requirements applicable to foreign associations and foundations opening permanent representations in Argentina is eliminated. Instead, they are subject to the requirements applicable to foreign companies (Section 164, subsection II).

It is expressly confirmed that these foreign entities do not need prior registration before the IGJ to become members of civil associations or founders of local foundations in the City of Buenos Aires, unless they intend to reserve special founder rights (in which case the simplified requirements for investment companies under Section 164, subsection I apply).

II. Reforms Applicable to Registrations under Section 118

1. Financial Statements (Section 175)

The requirement to submit a sworn statement identifying the ultimate beneficial owner together with the financial statements and any prior amendments thereto is eliminated.

The 120-day filing period following fiscal year-end remains in force.

2. Elimination of Net Worth or Assigned Capital Maintenance Requirement (Repeal of Section 176)

The provision requiring the IGJ to verify maintenance of positive net worth and, where applicable, registered assigned capital is repealed, eliminating a more burdensome requirement previously imposed on branches compared to local companies.

3. Closure of Branches (Section 199)

Requirements are simplified.

The process is formally divided into:

branch closure and liquidation; and
cancellation of registration.

The obligation to file a cessation-of-activities notice is eliminated, requiring only an audited liquidation balance sheet, certification by a licensed accountant, and a statement from the person responsible for corporate records.

The exceptions allowing branch cancellation without liquidation proceedings are also eliminated.

III. Reforms Applicable to Registrations under Section 123

1. Registrable Acts of Participated Companies. Representation (Section 190)

It is reaffirmed that, for registrable acts involving local companies participated in by foreign companies, the latter must be registered under Sections 118 or 123 of the LGS.

The paragraph regulating who may represent foreign companies at shareholders’ meetings is eliminated. As a result, representation at local shareholders’ meetings is simplified and governed by general legal principles.

IV. Regulatory Cleanup: 29 Sections Repealed

A total of 29 sections of Annex A of IGJ General Resolution 15/2024 are repealed, namely 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.

This reform consolidates several matters into other sections, simplifying the wording of the regulation and eliminating certain requirements.

Through this reform, the IGJ adopts recommendations from organizations such as the United Nations Commission on International Trade Law (UNCITRAL).

The Resolution enters into force on the day following its publication, i.e., May 27, 2026, without any express transitional period for pending proceedings.