Number 5 / Year XVII. July 2024

REFORMS TO SECTION IV IGJ SOCIETIES (RG IGJ 25/2024)

The General Inspection of Justice regulated important aspects in relation to the Companies of Section IV of Law 19,550, which are set out below:

· REGISTRATION OF SECTION IV COMPANIES (art. 33 inc. 3 and art. 398 inc. 8): Section IV Companies may request voluntary registration with the IGJ for the purposes of keeping accounting records and having their books signed.

The regulation enables them to voluntarily request their registration in the Public Registry for the sole purpose of enabling their records or the signing of books in accordance with articles 320 and following of the Civil and Commercial Code of the Nation, namely to keep accounting records and have their corresponding books.

· MERGER (art. 150): The IGJ regulated the possibility of registering the merger in whose operation Section IV companies participate, without requiring the correction of the same.

· It may be between themselves or with Chapter II companies to form a company, or in which one or more of said companies are incorporated for all of their assets by a company.

For this reason, two Section IV companies could merge (i) with each other to form a new company, (ii) a Section IV company with another Chapter II company (SRL or SA or other) to form a new company, (iii) or it could be that one of said Section IV or Chapter II companies is absorbed by another company. In any sense, it could be interpreted that the continuing company could be either Chapter II or Section IV.

· Unanimous agreement of the shareholders is required, unless the contract expressly provides that a decision may be made by majority. We understand that unanimity and its exception refer to companies in Section IV.

· Validity of the standard: From November 1, 2024.

· Transitional rules: In principle, the previous rule remains in force until the conclusion of the procedures initiated or to be initiated by November 1. Without prejudice to this, interested parties may request, in the procedures for registration in the Public Registry, the application of the new rules that they consider to be more favorable to the admissibility of their claims.