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Geraldine Mirelman

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.

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, 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.

On 7 April 2022, the Public Registry of the City of Buenos Aires issued General Resolution No. 4/2022, which establishes certain requirements to evidence the accuracy of the legal domicile fixed by simplified stock corporations at the time of registration or when moving the same.

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…