Argentina: Resolution IGJ No. 1/2026 - Registration of Directors and New Rules on Guarantees

In brief

On 10 April 2026, the Public Registry of the City of Buenos Aires (IGJ) enacted the General Resolution No. 1/2026 (the "Resolution"), which clarifies the declarative nature of the registration of directors and managers, confirms the continuity in office of the directors and managers whose term has expired, and amends the regime applicable to directors/managers’ guarantees, expressly allowing sworn guarantees (caución juratoria). The resolution is interpretative in nature and aims to simplify corporate formalities and reduce costs.

In depth

Among its most relevant provisions, the Resolution establishes:

• Declarative nature of registration: The IGJ confirms that the registration of appointments and removals of directors and legal representatives of local entities is declarative, not constitutive, and legal effects arise from the valid corporate act approving the same.
• Validity of acts performed by directors/managers who are not registered: The absence of registration does not affect the validity or effectiveness of acts duly performed by validly appointed directors or managers, without prejudice to the obligation to be registered.
• Protection of third parties: Third parties who are aware, or cannot reasonably be unaware, of the appointment of new authorities may not rely on the lack of registration to challenge their authority.
• Continuity in office: Directors and managers remain in office even after the expiration of their term until they are formally replaced, preventing governance gaps.
• Non-opposability of term expiration: As long as no new appointment is made and the newly appointed directors or managers have not effectively assumed office, the company may not invoke the expiration of the term of office vis-à-vis third parties acting in good faith in order to challenge the representation exercised by those who remain in office.
• Liability regime: The resolution does not alter the directors and managers’ obligation to call the equity holders’ meeting and to register the appointment nor alter the liability regime under the Argentine Companies Law.
• Performance guarantees: The Resolution amends Section 70 of the General Resolution No. 15/2024 by expressly allowing sworn guarantees as a valid form of performance guarantee that directors and managers can grant to the local companies.
• Freedom of form and costs: Performance guarantees may take different forms, with costs and conditions freely agreed between the company and the directors and managers.

The Resolution enters into force as of 14 April 2026.

Franco Sinagra, Associate, has contributed to this legal update.