He Decree 749/2024 that regulated the RIGI after approval in both chambers, clarifies that the “Dedicated Branch” is the vehicle of single project (VPU) provided for in the Bases Law which may apply for membership in the RIGI. It is defined as a “branch of a public limited company or a limited liability company or a company incorporated abroad that adheres to the RIGI and whose sole purpose is the development of a Single Project”. It is a branch, it is not a legal entity different from its parent company with the consequences derived for said parent company in terms of responsibility.
IGJ: characteristics of a Dedicated Society
- Unique object: Must be dedicated exclusively to a Single Project.
- CUIT and separate taxation: You must obtain a CUIT and pay taxes independently.
- Equity capital: You must have your own capital, which can be expressed in pesos or dollars. There is no minimum amount established for this.
- Assets affected by the Unique Project: You must have specifically individualized assets that are affected by the Unique Project, through transfer or making available in an unrestricted manner.
- Separate accounting: Must keep accounting records independent of the parent company.
IGJ: all the regulations that must be complied with to register a Dedicated or Special Company
In this regard, the IGJ clarified through the General Resolution 19/2024 published this Thursday in the Official Gazette, It provides that in any jurisdiction of the country that decides to establish a Dedicated or Special Branch with address in CABA, they must register the opening of the same in the IGJ complying with the following requirements:
The registration of a Dedicated or Special Branch of a corporation, including sole proprietorship corporations (SAU), or of a limited liability company registered with this GENERAL INSPECTION OF JUSTICE, requires the presentation of:
– TEstimation of public deed or original private instrument containing the decision to open the Dedicated Branch o Special for the purposes of adhering to the Large Investment Incentive Regime (RIGI) provided for in Title VII of Law No. 27,742, adopted by the competent social body. The decision must indicate:
to) The headquarters of the Dedicated or Special Branch.
b) The appointment of the representative in charge of the Dedicated or Special Branch, who must be a natural person, with complete data and the powers conferred upon him/her, who must expressly accept the position conferred and establish a domicile within the radius of the Autonomous City of Buenos Aires. In the event of the designation of more than one (1) representative, the mode of action will be indicated and, in the event of omission, it will be presumed that they will act indistinctly. All representatives must expressly accept the position and establish a domicile.
c) The amount of capital allocated to the Dedicated or Special Branch and the modality under which the assets will be attributed to said Dedicated or Special Branch.
d) The description of the sole purpose of the investment project assigned to the Dedicated or Special Branch.
2) Accounting opinion issued by a Public Accountant stating the composition of the assets affected by the allocation of capital of the Dedicated or Special Branch.
In addition, the presentation of the authentic record of the Public Registry corresponding to the jurisdiction in which they are registered, which proves the validity of the social registration. Failing this, the professional prequalification opinion must state that The expert has verified this pointreporting the registration data before the Public Registry of the jurisdiction in which the company to which the dedicated or special branch belongs is registered.
Registration as a Dedicated or Special Branch corresponding to a company incorporated abroadmust also comply with the presentation of:
1. The resolution of the competent corporate body of the parent company ordering the opening of the Dedicated or Special Branch for the purposes of adhering to the Large Investment Incentive Regime (RIGI) provided for in Title VII of Law No. 27,742. The resolution must indicate:
a) The establishment of the headquarters of the Dedicated or Special Branch within the radius of the Autonomous City of Buenos Aires.
b) The designation of the representative in charge of the Dedicated or Special Branch, who must be a natural person, stating his/her complete data and the powers conferred upon him/her, who must expressly accept the position conferred and establish a domicile within the radius of the Autonomous City of Buenos Aires. In the event of the designation of more than one (1) representative, the mode of action will be indicated and, in the event of omission, it will be presumed that said representatives will act indistinctly. All designated representatives must expressly accept the position and establish a special domicile within the radius of this jurisdiction for that purpose.
c) The amount of capital assigned in accordance with the terms of article 170, paragraph c) of Law No. 27,742 and the modality under which the assets will be attributed to the Dedicated or Special Branch.
d) The description of the sole purpose of the investment project assigned to the Dedicated or Special Branch in the terms and scope of article 170, section d) of Law No. 27,742.
2) Accounting opinion issued on the composition of the assets affected by the allocation of capital of the Dedicated or Special Branch.
Finally, the applicant must request the individualization and signature of the books corresponding to the Dedicated or Special Branch.
Source: Ambito
