IGJ simplifies and relaxes the corporate registration regime

Through IGJ General Resolution No. 11/2026, issued on 9/22/2026, the Inspección General de Justicia (IGJ, the companies registry for the City of Buenos Aires) has simplified the registration regime for companies, reducing formal requirements that, in the agency’s view, were unnecessary for public registration and legal certainty.

The most significant changes are outlined below:

Companies in general

Incorporation: pre-qualification opinion eliminated

The pre-qualification opinion is no longer required for the incorporation of companies. It becomes optional, except in cases where it is mandatory.

The incorporation documents (instrument of incorporation, registered office, acceptance of appointments, etc.) have also been reorganized.

Company name

The regulatory regime for company names has been relaxed, eliminating several requirements previously imposed by the IGJ, such as those relating to truthfulness, novelty, distinctiveness, and certain restrictions on the use of specific terms.

Up to three names may be reserved, for a period of 30 days. The reservation is granted for the first available name, without implying that the name has been approved.

More flexible corporate purpose

The corporate purpose may consist of one or more categories of sector-based or functional activities, without requiring them to be connected, complementary, or ancillary to one another, and without having to describe the specific activities within each category.

For SAS (simplified joint-stock companies), the wording “carrying out any lawful activity” is expressly permitted.

Electronic registered office

A supplementary electronic registered office (a registered email address) may be designated, without replacing the physical registered office.

Cash contributions

The accepted means of proving that cash contributions have been paid in have been expanded.

From now on, payment may be proven by:

• A bank deposit or transfer at any financial institution, not only Banco de la Nación Argentina.
• A notarial statement that the notary received the funds (new option), or that the notary is aware of their delivery or crediting to a bank account of the directors/managers appointed in that act or of the company in formation.
• A certificate issued by the IT system when incorporation is carried out by digital means (new option).
• A sworn statement by the director/manager or the shareholders, or a receipt signed by the legal representative, with a certified, digital, or electronic signature, for amounts equal to or less than 2 Minimum Living and Adjustable Wages (new option).

Non-cash contributions

The requirements applicable to movable property, securities, and going concerns have been consolidated into a single article. For SAS, valuation by unanimous agreement of the shareholders is confirmed.

Arbitration clause

Arbitration clauses were already permitted based on a regulatory model set out in Annex V, which is now repealed.

What is new is that the parties may expressly agree that the arbitration clause will be binding even on those who have ceased to be shareholders or directors/managers by the time the dispute arises.

The model in Annex V is removed from the regulations, and the IGJ will publish non-binding guidance models on its website.

Clauses to resolve deadlock in the management body

The provisions that regulated this type of clause have been repealed.

Publications

IGJ General Resolution 3/20 is repealed. It regulated the detailed content required in published legal notices of incorporation and capital changes for stock companies, limited liability companies (SRLs), and SAS.

Professional companies

The IGJ’s specific regulatory regime for companies made up exclusively of licensed professionals has been eliminated.

SAS

Several provisions of IGJ General Resolution 6/17 (name, purpose, capital, etc.) are repealed, and those matters are now governed by the general regime of IGJ General Resolution 15/2024.

IGJ General Resolution 11/24 is also repealed. It had established a transitional regime for the incorporation of SAS pending the issuance of a comprehensive regulatory framework.

Incorporation

SAS will be governed by the same incorporation rules as any other company, subject to the particular features set out in Law 27,349 and in the specific regulations on digital documentation and processing.

Registrable documents

The permitted forms of documentation (public deed, certified and digitized private instrument, electronic document with digital signature) have been reorganized for both the incorporation act and subsequent acts, including the “digital minutes” regime of the digital book. To be registrable, all documents must be digital or be digitized.

In addition, capital increases of less than 50% of the registered capital are exempt from the pre-qualification opinion.

The resolution took effect on 9/23/2026.