The IGJ eliminated bureaucratic obstacles and paves the way for corporate transformation

The IGJ eliminated bureaucratic obstacles and paves the way for corporate transformation

February 11, 2025 – 09:02

The measure is part of the corporate transformation with which the government progresses and highlights the evolution of the concept of typicality, the foundations and motivations for transformation, and the constitutional basis that covers this possibility.

Mariano Fuchila

The General Inspection of Justice (IGJ) established the procedure for the transformation of societies in the Autonomous City of Buenos Aires. In particular, it deregulates the registration in the Public Registry of those companies that decide to change their corporate type under the terms of the Civil and Commercial Code and the Commercial Companies Law (Law 19,550).

Through the GENERAL RESOLUTION 5/2025published on Tuesday in the Official Gazette, the agency implemented measures to facilitate that companies and organizations subject to more complex corporate regimes can change to simpler structures.

Key Points of the Resolution

  • Subjects achieved: Companies domiciled in the Autonomous City of Buenos Aires, registered in the Public Registry by the IGJ.

  • Companies constituted under certain corporate types that wish to transform into companies included in section IV of Law 19,550.

    REQUIREMENTS FOR REGISTRATION OF THE TRANSFORMATION

  • Presentation of the transformation agreement within three months after its celebration.
  • Testimony of public deed or private instrument with a copy.
  • Special Transformation Balance, signed by the Legal Representative and with Audit Report.
  • Accounting opinion that certifies the correct exposure of the balance.
  • Prequalification opinion with details about lover books from society.
  • Certified copies of the books signed in use, with discontinuation note if applicable.
  • Publications in legal media on transformation.

    Additional procedures

    The General Inspection of Justice (IGJ) will carry out the marginal cancellation of the registration of the company in its original form, once the transformation process has been completed. In addition, a specific procedure is established for the transfer or discontinuation of the entity signed books.

As for the final formalities, the resolution will be registered as a general resolution and its publication will be available in the Official Gazette. Likewise, communication will be ordered to various corresponding organizations to ensure compliance and knowledge between the parties involved.

Source: Ambito

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