Regulatory Update – June 2026

During the first half of the year, the General Superintendency of Corporations (Inspección General de Justicia or “IGJ”) made progress in simplifying certain corporate procedures for entities subject to its jurisdiction in the City of Buenos Aires. This initiative aims to promote investment and streamline the registration process for both domestic and foreign-incorporated companies. All resolutions are currently in effect.

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In line with these changes, on May 29, 2026, the National Executive Branch submitted a bill to the National Congress proposing significant amendments to the General Corporations Law No. 19,550 (“LGS”). The bill seeks a structural modernization of Argentine corporate law through a new legal framework.

These developments highlight Argentina’s trend toward reducing administrative hurdles that had built up in recent years.

Below is a summary of the regulatory landscape for the first half of 2026:

IGJ General Resolution 1/2026 – Registration of Directors/Managers
GR 1/2026 establishes mandatory interpretation criteria:

  • Nature of Registration: The registration of appointments and removals is declaratory rather than constitutive. Legal effects arise from the valid corporate act, not from registration. Lack of registration does not invalidate the acts of a validly appointed director/manager. Third parties aware of the appointment cannot cite the lack of registration to disown it.
  • Tenure: Directors/managers remain in office until replaced (Art. 257, LGS). The expiration of a term does not imply automatic cessation. The company cannot invoke the expiration of a mandate against third parties acting in good faith if no replacement was appointed.
  • Scope: The resolution does not alter the liability regime or waive the duty to register.
  • Director Guarantees: Freedom of form is permitted (deposits, bonds, guarantees, insurance, sworn statements, etc.). A sworn statement in the pre-qualification opinion suffices for registration. Guarantees are not required for directors representing the State.

IGJ General Resolution 3/2026 – Simplification of the Corporate and Registry Regime
GR 3/2026 introduces specific adjustments to GR 15/2024 to reduce formal burdens, enhance predictability, and reinforce legal certainty, includin:

  • Review of Objections: Streamlines challenges to objections that are “manifestly contrary to law,” allowing recusal, hierarchical review within 5 days, and expedited processing.
  • Succession of Registry Entries (Tracto Registral): Clarifies scenarios under which the registration of former directors is deemed complete.
  • Director Guarantees: Consolidates the criteria established in GR IGJ 1/2026.
  • Remote Meetings: Establishes that remote meetings of administrative or governing bodies are allowed as a general rule, unless expressly prohibited by the bylaws.
  • Appointments, Cessations, and Resignations: Consolidates the criteria set out in GR IGJ 1/2026.

IGJ General Resolution 4/2026 – Foreign Companies
GR 4/2026 amends the regime applicable to foreign entities. Key aspectsinclude:

  • Unification of requirements for registrations under Articles 118 and 123 of the LGS.
  • Registration under Article 118 exempts the entity from registering under Article 123 of the LGS.
  • Introduction of restrictive criteria for non-cooperative jurisdictions.
  • Standardized procedures for changing corporate seats (traslado de jurisdicción).
  • A 120-day deadline for branches to submit financial statements.
  • Greater flexibility in proving capital allocation.
  • Corporate acts of local entities with foreign participation remain pending registration until the foreign entity is fully registered.
  • Simplified requirements for adapting to Article 124 of the LGS.
  • Clear criteria for voluntary closure and cancellation of branches and registrations under Article 123 of the LGS.
  • Alternative compliance methods for foreign documentation.
  • Procedures governing untreated resignations of legal representatives.
  • Requirements for foreign non-profit entities, including additional requisites for foundations.

IGJ General Resolution 5/2026 – Digitalization of Registry Procedures
GR 5/2026 begins the transition toward a 100% digital registry, eliminating paper copies. Key highlights:

  • Digital Registration Stamp: Generated by the IGJ with embedded documents and an official digital signature.
  • Elimination of Paper: Complete removal of simple and wide-margin paper copies.
  • Delivery to Authorized Party: The stamp will be sent to the authorized representative via the digital platform (TAD, using the linked CUIT), eliminating in-person pickups.
  • Digital Protocol: Will incorporate all digital registration stamps.
  • Notifications: The certifying professional must specify the authorized individual or legal entity details in the filing form for receiving notifications and the digital stamp.
  • Individual Resolutions: Issued electronically with digital signatures.
  • Phased Rollout: Following the timeline published on the official IGJ website.

IGJ General Resolution 6/2026 – Financial Statement Amnesty Program
GR 6/2026 extends and modernizes the amnesty program for overdue financial statements, integrating it into the new digital filing system:

  • Extends the amnesty deadline set under GR 4/2025 to December 31, 2026.
  • Suspends summary proceedings for failure to submit financial statements, except where a court order exists.
  • Submissions under the amnesty program must be made exclusively through the new IGJ digital system.

Draft Reform Bill for Law No. 19,550

As part of its economic deregulation and corporate modernization agenda, the Executive Branch presented a draft for a comprehensive reform of the LGS.

The draft is centered on party autonomy as a guiding principle, making statutory default rules secondary to what is agreed in corporate bylaws. Shareholders gain greater freedom to structure their corporate governance. Mandatory provisions are interpreted restrictively, with default rules applying in case of doubt.

This reform introduces a modern corporate framework closer to dynamic, digital, and market-oriented models. Its eventual passage would represent a fundamental shift in how companies are organized and managed in Argentina.

If enacted, the proposed text will apply to all companies incorporated in Argentina on its effective date, without requiring mandatory amendments to existing bylaws. However, the draft must still undergo committee debate in Congress and remains subject to changes.