The IGJ overhauls the registration regime for foreign companies: RG 4/2026 repeals 29 articles and unifies the requirements of arts. 118 and 123 of the Companies Act
The Inspección General de Justicia (IGJ), Argentina's corporate registry for entities domiciled in Buenos Aires, published General Resolution 4/2026 in the Official Gazette yesterday, comprehensively reforming the registration regime applicable to foreign-incorporated companies that operate or hold interests in Argentine entities. The resolution repeals 29 articles of Annex A of IGJ GR 15/2024, replaces four others, and reorganizes all registration requirements into a unified regulatory body. It is the third general resolution issued by the IGJ in 2026 under the Participatory Rule-Making process established by GR 2/2026, and the broadest in scope, addressing the regulation of foreign capital entry into Argentina's corporate system.
The result is a shift in regulatory logic. The IGJ moves away from a model of cumulative requirements scattered across multiple articles—many of which duplicated information already contained in statutory documentation—and replaces it with a system concentrated in a single article (the new art. 164 of Annex A) that differentiates requirements based on the foreign company's mode of operation. The resolution's recitals are explicit: each eliminated requirement was individually assessed, and only those serving no verifiable control or disclosure function not already fulfilled by other means were removed.
Regulatory framework and context of the reform
Section XV of Chapter I of the General Companies Act (Law 19,550) governs the activities of foreign-incorporated companies through two differentiated regimes. Article 118 recognizes the foreign company as a legal entity in Argentina and regulates its habitual activity through a branch, establishment, or permanent representation, requiring registration with the Public Registry and compliance with specific requirements. Article 123, conceived as a simplified authorization mechanism, requires only registration for the foreign company to incorporate or participate in local entities, without requiring the establishment of a permanent physical presence.
IGJ GR 15/2024 had maintained a structure of over 40 articles to regulate the registration of foreign companies, with requirements that in practice tended to equate the demands of Article 123 with those of Article 118. Accumulated registry experience showed that several of these requirements increased compliance costs without adding control value: reproduction of declarations whose content the law does not mandate, proof of facts already contained in statutory documentation, and requirements impossible to comply with for multi-jurisdictional corporate structures. The public consultation under GR 2/2026 confirmed this diagnosis.
New requirement structure: Article 123 as the base, Article 118 as the supplement
The new Article 164 of Annex A organizes requirements into two blocks. The first block contains the requirements for registration under Article 123 of the Companies Act: certificate of good standing or registration from the company's jurisdiction of incorporation (no older than six months); articles of incorporation and amendments in notarially certified copies or certified by the registry authority of origin; resolution of the competent corporate body with the decision to register and appointment of a legal representative with specification of powers; written acceptance by the representative of the position and constitution of a special domicile; and sworn declarations regarding PEP status and beneficial ownership.
The second block adds the additional requirements that the law imposes only for habitual activity under Article 118: resolution of the corporate body with the decision to operate through a branch, establishment, or permanent representation, specifying the modality, registered office in Buenos Aires, fiscal year-end, and assigned capital; and proof of legal publication for corporations, limited liability companies, or entity types unknown to Argentine law. The logic is clear: Article 123 functions as the common base, and Article 118 adds only what the law itself requires for permanent presence.
Specific simplifications
The repeals produce significant practical effects. The obligation to submit information about the corporate purpose as a standalone requirement is eliminated, as it is already contained in the articles of incorporation. The requirement to demonstrate compliance with corporate governance standards of the jurisdiction of origin is eliminated—a requirement impossible to uniformly fulfill for multi-jurisdictional structures. Sworn declarations whose content replicated information already provided in other filing documents are removed.
The submission of statutory amendments is made more flexible. For modifications that do not involve a change of name, transformation, reorganization, or cross-border change of jurisdiction, a note from the legal representative stating the date, reason, and registry details of the amendment is accepted. A consolidated version of the current bylaws may be submitted in lieu of successive amendments, provided the consolidated text does not reveal the sensitive modifications mentioned above. For holdings with decades-long corporate histories and multiple layers of amendments, the simplification has direct operational impact.
Regarding the legal representative, if they are a licensed attorney or certified public accountant, they may appear with their professional signature and seal. Otherwise, the signature must be notarially certified or verified through digital or electronic signature by the reviewing professional. The constitution of an electronic domicile under Article 75 of the Civil and Commercial Code is now expressly permitted—a possibility that GR 15/2024 did not explicitly contemplate for this segment.
Joint processing: foreign company registration and local entity incorporation
The resolution explicitly enables joint processing. When the registration of a foreign company is requested simultaneously with the incorporation of a local entity in which the foreign company will participate, both proceedings may be filed jointly. The registration of the local entity is conditional upon full compliance with the foreign company's requirements. Joint processing is available only when the participation arises directly from the articles of incorporation.
Until now, standard practice was to first process the Article 123 registration, wait for its completion, and only then initiate the incorporation of the local entity. This sequential process could extend over several months. Joint processing compresses the timeline into a single proceeding. For foreign investors needing to establish a local vehicle for a specific transaction (joint ventures, SPVs, operating subsidiaries), the time reduction can be decisive.
Registration sufficiency: Article 118 subsumes Article 123
New Article 166 clarifies that registration under Article 118 dispenses with the need for Article 123 registration. If the company is already authorized for habitual activity in Argentina, requiring an additional registration for the lesser requirement serves no purpose. If the company cancels its Article 118 registration but wishes to maintain its Article 123 registration, it must submit a head office resolution with that decision, and if the representative is different, comply with appointment requirements. Documentation is incorporated into the existing file without opening a new one.
Non-cooperative jurisdictions
The resolution replaces Article 168, which governs the treatment of companies from non-cooperative or low/no-tax jurisdictions. The regime maintains additional requirements for these companies, consistent with international transparency standards and anti-money laundering requirements. They must demonstrate facts that allow verification that the structure does not operate as a vehicle for concealing beneficial owners or for base erosion. The preservation of a differentiated regime for these jurisdictions signals that simplification does not mean abandoning substantive preventive controls.
RG 4/2026 in the 2026 reform cycle
The resolution is part of the sequence of registry reforms the IGJ has been implementing since the beginning of the year. GR 1/2026 clarified the declaratory nature of corporate authority registrations and admitted the sworn bond. GR 3/2026 simplified the regime for appointment and cessation of directors, enabled remote meetings without bylaw restrictions, and reduced pre-qualification opinion requirements. GR 4/2026 completes the cycle with the segment that most directly interacts with international investment flows.
All share the framework of Participatory Rule-Making and the principle of proportionality as the criterion for regulatory pruning. The recitals of GR 4/2026 explicitly cite UNCITRAL recommendations on business registries, which advocate limiting documentary requirements to those strictly necessary to identify the entity and its representatives. Alignment with these standards strengthens Argentina's integration into international investment circuits.
Practical implications
For law firms advising foreign investors, Article 123 registration now requires five documents. Joint processing with local entity incorporation eliminates months of waiting. The flexibility in presenting statutory amendments resolves a recurring pain point for holdings with complex corporate histories. For companies already registered, the reform does not require re-registration or file updates solely due to its entry into force.
For reviewing professionals, the concentration of requirements in a single article eliminates the need to navigate multiple scattered provisions. For the first time in this segment, the regulation is self-contained and readable without integrating supplementary regulatory bodies.
At Jarsun, Ferreira & Calvo, we advise companies and foreign investors on the registration of entities before the IGJ under the Article 118 and 123 regimes of the Companies Act, the incorporation of local vehicles, and the coordination of registry requirements with the corporate and tax planning of the transaction.
This note is for informational purposes only and does not constitute legal advice. For a specific analysis, contact our team at contact@jfcattorneys.com.