Argentina: Requirements for corporate authorities

Argentina’s Public Registry of Commerce of the City of Buenos Aires (IGJ) has introduced amendments to the guarantee regime applicable to directors, legal representatives, and corporate officers through General Resolution No. 1/2026, effective as of 14 April 2026.

 

The resolution amends Section 70 of Annex A of IGJ General Resolution No. 15/2024 and simplifies the requirements relating to guarantees provided by corporate authorities under Section 60 of the General Corporations Law.

 

Key Changes

 

Greater Flexibility in Guarantee Structures

The amendment introduces broader flexibility regarding the form of guarantees, by allowing personal recognizance bonds and other mechanisms determined by the bylaws or shareholders’ resolutions.

 

Exemption for State Representatives

Managers acting on behalf of the State are exempt from the obligation to provide guarantees.

 

Simplified Registration Process

For registration purposes, a sworn declaration confirming the constitution of the guarantee will now be sufficient for filing with the IGJ.

 

Recognition of the Declarative Nature of Registration

The resolution reaffirms that the registration of managers before the IGJ is declarative in nature, meaning that corporate acts carried out by managers remain valid from the date of appointment.

 

Clarification on Holdover Periods

Managers remain in office until their replacement, even after expiration of their term, in accordance with Section 257 of the General Corporations Law.

 

Practical Implications and Next Steps

 

The amendments are intended to reduce administrative burdens, provide companies with greater flexibility in structuring guarantees, and strengthen legal certainty regarding the validity of corporate acts and managerial authority.