Resolution No.13/2022

In brief

The Public Registry of the City of Buenos Aires established new additional obligations for simplified stock companies (SAS), with the purpose of identifying inactive or fictitious entities. 

The General Resolution No. 13/2022, enacted on 27 October 2022 (“Resolution“), provides obligations for the SAS to evidence: (i) the existence and veracity of the legal domicile; (ii) the request made to have mandatory accounting and corporate books authorized; and (iii) the filing of financial statements corresponding to the fiscal years ending in 2020, 2021 and 2022, if applicable.

Failure to comply with these requirements would result in the Public Registry declaring the SAS as presumably inactive.
 

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In focus

Proof of domicile and registered address

On 27 October 2022, the Resolution issued by the Public Registry of the City of Buenos Aires (PR) was published in the Official Gazette imposing certain additional obligations for SAS, with the purpose of identifying inactive or fictitious entities.

In a nutshell, the PR established the obligation for the SAS to prove the existence and accuracy of the domicile and registered address, by means of any of the following documents:

• Notarial certificate
• Bill of utilities in the name of the company
• Property title or rental or leasing contract for the property
• Approval or municipal authorization

Moreover, in those cases where the domicile informed was the same one declared by the legal representative of the company, proof of services in their name must be provided, in addition to one of the abovementioned documents. 

The obligation above should not be complied with by those SAS who have already evidenced the existence and accuracy of the domicile and registered address in prior filings.

According to the Resolution, this obligation is imposed as the domicile is considered one of the fundamental requirements for companies, being of essence as it is where all notification and requirements will be addressed.

Corporate books — Accounting — Filing of financial statements

The Resolution provides, in connection with the requirement of the SAS to have digital books and preparing their financial statements, the obligation to do the following:

• Evidence that the company has requested the authorization of the mandatory accounting and corporate digital books 
• File, by digital means (TAD), the financial statements corresponding to the fiscal years ending in 2020, 2021 and 2022, if applicable.

The PR has established the obligation for the SAS to file their financial statements through TAD, within 15 days of the approval by the shareholders’ meeting, in the General Resolution No. 2/2021. Therefore, the new regulation only provides the evidence of this compliance.  

Inactivity status — Terms

The Resolution provides that the obligations detailed above should be complied within a term of 180 days, counted as of its entry into force. Failure to comply will result in those companies being presumed as inactive by the PR and no registrations requests will be processed until the situation is regularized. Further, the presumption of inactivity will be reported to the federal tax authorities.

The Resolution entered into force on the date of its publication.

Click here to download the Spanish version.