In brief

On 13 May 2026, the General Inspectorate of Justice (IGJ) issued General Resolution No. 3/2026 (the "Resolution"), through which it introduced certain amendments to IGJ General Resolution No. 15/2024. The Resolution aims to simplify and streamline corporate registry procedures, particularly with respect to the appointment and removal of directors, directors’ guarantees, and remote meetings, reducing formal requirements and compliance costs without affecting legal certainty.

In depth

Among its most relevant provisions, the Resolution establishes:

  • Registration of administrators. Chain of title (tracto registral). The chain of title principle is maintained (prior or simultaneous registration of acts and administrators), while its application is made more flexible by allowing, in certain cases, the regularization of appointments without reconstructing the entire historical chain. The chain of title will be deemed satisfied if there is continuity of administrators or if cessations of office are registered simultaneously.
  • Acceptance of office. The manner of accepting office is made more flexible by allowing the use of electronic or digital signatures. The possibility for the administrator to establish an electronic domicile is also introduced.
  • Guarantees of administrators. Flexibility regarding the available alternatives to provide the guarantee is maintained, as well as the freedom for the company and the director to agree on its form, cost, and terms.
  • Remote meetings. The holding of remote meetings of corporate bodies is allowed, unless prohibited by the bylaws.
  • Assumption of alternate administrators. The need to declare a vacancy of the management body is established, and the alternate is allowed to assume as a regular member in cases where such vacancy affects the quorum.
  • Registration of cessation of administrators. The possibility for an administrator to initiate the registration of his/her resignation is maintained, and a mechanism of tacit acceptance is introduced in cases where the company does not take a position on the matter.
  • Timeframes and procedure for reviewing filings. Maximum timeframes are established, and review mechanisms are introduced in cases of unjustified delays, clearly unfounded observations, or inconsistent criteria in similar filings, with the aim of avoiding delays and non-conducive requests in proceedings before the IGJ.

The Resolution enters into force as from 14 May 2026.

Paola Caballero and Gabriela Nicoletti, Associates, have contributed to this legal update.

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