Date: February 21^st, 2020

Norm: IGJ General Resolution N° 2/2020.

On February 21^st, 2020, the IGJ published the General Resolution N° 2/2020. This norm states that the IGJ General Resolution N° 6/2018 is entirely repealed and as a consequence of it, the former regime applied for foreign societies is reestablished. Therefore, we consider it vital to inform about the modifications and additions given by the new regulation.

On the one hand, regarding the changes, we can point out that the previous requirements for the initial registral inscription, which are much more comprehensive that the ones applied by the repealed norm, are restored as well as the informational annual regime.

Furthermore, in relation to the additions of the current legislation, a requirement for the representatives of the foreign societies has been incorporated in Article 118, paragraph 3^rd and Article 123 General Society Law (GSL). According to this norm, they must “constitute and keep in force a guarantee, until the cancellation of their inscription as representatives with an additional term calculated from the termination date that is equal to prescription applied to reparatory actions for non-contractual liability”.

Moreover, the norm adds some specifications related to the amount and the modality of the guarantee. In regard to the sum, it needs to be the equivalent to five times the minimum capital established for local stock corporations in Article 186 General Society Law. While for the modalities, the guarantees are ruled by Article 76 General Resolution N° 07/2015 in section 1 for diversity of members, 2 and 6.

Finally, if the representatives are actively performing their duties, they need to certify the compliance of this guarantee at the time of fulfilling the information regime.