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New regulations of the Public Registry that reestablished the requirements related to the corporate purpose and clarified the term of validity of the guarantee for the legal representatives of foreign entities.

Briefly, the main amendments established by these resolutions are:

GR 5/20 – Corporate Purpose

GR 5/20 reestablished the stricter requirements related to the corporate purpose that must be met by local companies at the time of their incorporation or, later, when amending their corporate purpose. Specifically, GR 5/20 provides that:

i. The corporate purpose must be stated in a precise and determined way and other activities may only be included if they are related, ancillary and/or complementary to the activities that are included in the corporate purpose.

ii. Multiple corporate purposes will not be admitted.

iii. The activities described in the corporate purpose must be reasonably related to the corporate capital, and the PR is vested with powers to require an initial corporate capital higher than the one established in the incorporation documents.

Formerly, the regulations provided for the possibility to have multiple corporate purposes to the extent that the activities that the company actually intended to carry out were described in a precise and determined way. Likewise, such regulations did not vest the PR with powers to review the reasonableness of the corporate capital in relation to the corporate purpose.

GR 6/20 – Guarantee of the legal representatives

GR 6/20 clarified that the additional term for which the legal representatives of foreign companies must provide guarantees for the performance of their position is of three years (see our Alert of 21 February on the matter). This, in accordance to section 2,561, second paragraph of the Argentine Civil and Commercial Code for civil liability cases.

GR 5/20 and GR 6/20 became effective on 11 March 2020, upon their publication in the Official Gazette.

Click here to access the Spanish version.


Guillermo Cervio is a partner in Baker & McKenzie´s Buenos Aires office. With more than 25 years of experience, he has been consistently recognized as a foremost practitioner in his field. He served as the coordinator of the Information Technology & Communications Group during from 2008 to 2016. Guillermo has authored books and articles on legal matters. He has been awarded for his book “Derecho de las Telecomunicaciones” by the National Academy of Law (Mención de honor, 1998) and Austral University (Premio tesina,1997) and for his paper filed in the IX National Congress on Corporate Law (Tucumán, 2004).He has been a professor in universities including the University of Buenos Aires, Austral University, Palermo University, Catholic University and CEMA. Guillermo has been awarded with Folsom fellowship granted by Center for American and International Law, Dallas, US in 2003.


Geraldine Mirelman focuses on Corporate Law and Mergers & Acquisitions. Geraldine is a member of the Buenos Aires Bar Association, author of the book "El deber de lealtad del accionista controlante en la compraventa de acciones" (Fiduciary duties of the controlling shareholder in a share purchase transaction), and has participated in numerous seminars and events related to her practice.