On September 22, 2026, Argentina's Official Gazette published General Resolution 11/2026 of the Inspección General de Justicia (IGJ), introducing substantial changes to company formation and registration requirements. The resolution amends the general framework under General Resolution 15/2024 and the rules governing simplified stock companies, known as SAS. Its stated objective is to focus registration requirements on measures that serve a demonstrable disclosure or legal certainty function. It takes effect the day after publication. Official text of General Resolution 11/2026.
For founders, businesses and investors, the reform offers opportunities to reduce documentation and build greater flexibility into a company from the outset. It applies within the IGJ registration framework, particularly relevant to companies domiciled in the City of Buenos Aires. It does not automatically change the procedures followed by provincial company registries.
The most immediate change is the removal of the general requirement to submit a professional prequalification opinion when forming a company. Applicants may still submit an opinion to establish compliance with requirements that can be evidenced in that manner, and specific mandatory cases remain. For example, the revised Article 74 requires an explanatory professional opinion if a member of the management body appears in Argentina's public register of persons and entities linked to terrorism and its financing, known as RePET.
The practical distinction matters. A general filing requirement has been removed, while valid formation documents and evidence of compliance remain necessary. The revised filing provisions address formation documents, the registered office, acceptance of appointments, capital contributions, required publications and relevant declarations. Reserving a company name remains optional. Articles 2, 5 and 11 of the resolution.
The reform also broadens the permitted drafting of corporate purpose clauses. Revised Article 61 allows a company's purpose to comprise one or more categories of activities described by sector or function. Those categories need not be connected, and applicants need not describe every individual activity within them. The provision also removes the registration requirement to demonstrate that the amount of capital is commensurate with the corporate purpose.
For SAS companies, the rule expressly permits a clause authorizing any lawful activity or equivalent wording. That specific permission should be distinguished from the category-based approach available to other company types. Businesses that expand their products or develop additional activities may consequently have less need to amend their formation documents. The purpose clause must still be considered alongside sector-specific authorizations and statutory requirements applicable to the business.
The resolution also reorganizes how cash contributions may be evidenced. Accepted methods include bank deposit or transfer records, notarial statements and, where digital formation procedures support it, confirmation generated by the relevant system. When the amount to be paid in does not exceed twice Argentina's statutory minimum monthly wage, additional simplified methods are available: a sworn statement containing the prescribed information or a receipt signed by the designated legal representative.
The threshold applies to the amount being paid in, an important distinction when preparing a filing. These alternatives simplify the evidence required; they do not waive the obligation to make the contribution. Articles 7 and 8 of the resolution.
For non-cash contributions, revised Article 63 groups the requirements by asset type. Virtual asset contributions must be identified in the formation document, and the contributor's prior ownership must be established. The assets must be deposited in a wallet or platform operated by a virtual asset service provider registered with Argentina's National Securities Commission, the CNV. The deposit must be held in the names of the designated managers, with an undertaking to transfer the assets to a company account once its Argentine tax identification number, or CUIT, has been obtained.
Valuation may be supported by a certification from a qualified economic sciences professional stating the market value at formation, or by a quotation issued by a CNV-registered provider. Businesses considering this route should plan the ownership evidence, valuation and subsequent transfer together. Merely holding assets in a private wallet does not satisfy the prescribed procedure.
For SAS companies, the resolution also provides for non-cash contributions to be valued by unanimous agreement of the shareholders under Article 42 of Law 27,349. The supporting valuation information must be included in the formation document as a sworn statement. Article 9 of the resolution.
The simplification preserves registration requirements for foreign legal entities participating in local companies. Revised Article 53 continues to require registration for the purposes of Article 118 or Article 123 of Argentina's General Companies Law, as applicable. International groups must therefore continue to coordinate formation of the local vehicle with the foreign investor's documentation and registration status.
The reform also addresses provisions that deserve attention when drafting a company's constitutional documents. It permits a supplementary electronic address through a declared email account, which acquires legal effects in relation to members and third parties upon registration. The physical registered office remains necessary. It also permits arbitration clauses to provide expressly that they bind the company, its members and members of its corporate bodies even after the individuals concerned cease to hold those positions. Both choices should be assessed with the company's future operations and potential disputes in mind. Articles 4, 6 and 10 of the resolution.
For SAS companies, the revised documentation rules distinguish signing the formation document from accepting a management appointment. Appointment alone does not require the manager to digitally sign the formation document. For subsequent acts requiring registration, revised Article 7 of General Resolution 6/2017 retains the professional prequalification opinion requirement and expressly excepts the qualifying capital increase of less than 50% of registered capital addressed in the referenced rules. The formation-stage exemption should therefore not be applied indiscriminately to later filings. Article 12 of the resolution.
In our view, General Resolution 11/2026 supports more flexible company structuring and more proportionate filing requirements. Its practical benefit will depend on how the rules are implemented in registration practice. The resolution does not establish a uniform reduction in processing times or remove the need to assess the legal choices underlying a business structure.
Businesses preparing to form a company should review their existing templates and filing requirements. The opportunity is to define an appropriate corporate purpose, document contributions correctly and coordinate foreign participation, governance and dispute resolution from the outset. A simpler formation process delivers greater value when the resulting company is also suited to the business's future needs.
Jarsun, Ferreira & Calvo advises businesses, founders and investors on company formation and structuring, foreign corporate participation and corporate governance arrangements in Argentina.
Photo: Luis Argerich, CC BY 2.0, via Wikimedia Commons.