gsc@lorentelopez.com
The General Inspectorate of Justice (IGJ) published General Resolution No. 3/2026 (RG 3/2026), which introduces amendments to various articles of General Resolution No. IGJ 15/2024 (RG 15/2024), primarily related to registration procedures, the conduct of inspectors, remote meetings, the registry’s scope of authority, prequalification opinions, and the registration of administrators.
As stated in the recitals, the reform is part of the process of reviewing the registration system initiated by the IGJ through the “Participatory Rulemaking” procedure approved by IGJ General Resolution No. 2/2026, and its purpose is to reduce “operational friction,” eliminate regulatory burdens deemed unnecessary, and simplify formal requirements that do not serve a substantial function of control or public disclosure in the registry.
The resolution places special emphasis on the need to promote business activity, reduce compliance costs, facilitate access to the formal economy, and strengthen the competitiveness of the Public Registry.
New Recursive Procedure for Challenging Registry Entries
One of the most significant changes concerns Article 31 of RG 15/2024, which governs the procedures for addressing delays and observations made by inspectors.
The new wording expands the circumstances under which a party subject to administrative proceedings may challenge the actions of the inspecting officer, including observations that are manifestly contrary to law; observations that contradict criteria previously established by the IGJ; contradictory observations among inspectors regarding similar proceedings; requirements that exceed the powers provided for in Law No. 22,315; and unjustified delays.
In such cases, the taxpayer may choose between:
- to challenge the investigating officer;
- request a review by a superior;
- or file a motion promptly.
The resolution also includes a specific procedure for hierarchical review, setting a five-day deadline for resolving the request and authorizing the superior to reassign the case or set aside the contested observations.
Furthermore, the law expressly provides for the possibility of requesting that the Inspector General of Justice issue a special ruling when a review is denied.
With regard to expedited processing, the regulation establishes that if five days have elapsed since the request was submitted without a response from the agency, this shall constitute a tacit denial, thereby enabling the appeal process provided for in Article 28 of Law No. 19,549.
Finally, the new article authorizes the immediate supervisor to amend improper comments on his or her own initiative and to determine the course of the proceedings in accordance with the law.
Land Registry Proceedings and the “In the Interest of Public Notice” Principle
Regulatory Resolution 3/2026 replaces Article 37 regarding the registry record, maintaining the general rule that successive registrations require the prior or simultaneous registration of related preceding acts, and that the registration of corporate acts requires the prior or simultaneous registration of the appointment of the current directors.
In addition, the article includes specific cases involving directors in which the registration requirement will be deemed to have been met, including cases in which the directors from the immediately preceding term are registered, cases in which they are the same as those whose terms are to be renewed, and cases in which the removal of previous, unregistered directors is requested jointly.
In addition, an explicit rule is included for cases of doubt, establishing that such cases must be resolved in favor of public disclosure, requiring the registration of prior acts when applicable.
Finally, it is stipulated that prequalification decisions must be issued based on the land registry record when applicable.
Directors' Assurances: Flexibility and Freedom of Form
The resolution replaces Article 70 of RG 15/2024 on directors' guarantees.
The new regulation expressly incorporates the principle of freedom of form with respect to guarantees, establishing that they may consist of:
- fund deposits;
- government securities;
- bonds;
- third-party guarantees;
- sworn affidavit; or
- other means provided for in the bylaws or by the assembly.
It is also provided that the cost, form, and terms of the guarantee may be freely agreed upon between the company and the administrator.
The resolution maintains the warranty exclusion for administrators acting on behalf of the national, provincial, or municipal government.
With regard to prequalification decisions, the new text specifically defines the procedures under which a decision must be issued regarding the effective establishment of the guarantee.
However, it introduces significant flexibility by stipulating that this requirement will not apply:
- when compliance arises directly from the instrument for which registration is sought;
- when the security consists of a deposit of funds into the company's cash account; or
- when there is a corporate oversight body responsible for verifying its incorporation.
Finally, the article expressly states that, for registration purposes, the sworn statement contained in the prequalification opinion regarding the creation of the security interest in accordance with the articles of incorporation shall be sufficient.
Remote Meetings: Elimination of the Requirement for an Express Provision in the Bylaws
One of the most significant changes introduced by RG 3/2026 is found in Article 72, which pertains to remote meetings.
Under the previous regime, the articles of incorporation had to expressly provide for the holding of remote meetings. The new wording substantially modifies this requirement and provides that companies may hold meetings of their governing bodies remotely unless expressly prohibited by the articles of incorporation.
Thus, RG 3/2026 eliminates the need to include specific provisions in the bylaws authorizing the use of remote meeting mechanisms.
The regulation retains the following requirements:
- simultaneous communication among participants;
- free access and participation;
- the recording of the meeting;
- the entry in the relevant corporate record; and
- the information in the call for applications regarding the technology used and how to access it.
Notwithstanding the foregoing, it also makes the rules for retaining recordings more flexible by stipulating that it will not be mandatory to retain the digital recording for five years when the minutes are signed by all participants.
Changes Regarding Corporate Directors
The resolution also introduces various changes regarding the registration of the appointment, termination, assumption of office, and resignation of directors.
Appointment and Removal of Directors
The amendment to Article 104 reorganizes and systematizes the requirements for registering the appointment and removal of directors.
Among the most significant changes are the following:
- the express acceptance of electronic signatures and digital signatures for the authorization of charges;
- the possibility of proving acceptance through verification by the auditor; and
- the explicit inclusion of the email address.
Furthermore, the new text requires that the prequalification decision be issued based on compliance with the formalities governing the call for bids, notice of meeting, or consultation with members.
Appointment of Alternate Administrators
The resolution replaces Article 106 concerning the appointment of alternate directors.
The new wording provides that, should a vacancy arise and the body lack a sufficient quorum to hold a meeting, the alternates who have accepted the position may assume their roles as full members immediately, declare the vacancy, and fill the vacant positions.
Registration of the Resignation of Directors
The amendment to Article 110 specifically regulates the requirements for registering the termination of directors when no replacements have been appointed at the same time.
The regulation also expressly grants standing to the outgoing administrator, under the terms and in accordance with the requirements set forth in Article 110.
It also authorizes the IGJ to evaluate situations not expressly provided for, assessing the registrability of the documentation submitted in accordance with the general principles of the registration procedure.
Unresolved Resignations
The new text outlines a step-by-step procedure that includes the certified notification of the resignation, a demand that the matter be addressed within specified timeframes, the company’s potential response, and the Agency’s intervention through an on-site inspection of the company.
Within this framework, the person resigning is recognized as having the direct right to request the registration of their resignation with the IGJ, once the required procedural conditions have been verified.
One of the central aspects of the reform is the explicit regulation of the effects of silence, failure to issue a summons, or insufficient or undocumented responses, all of which may be considered an expression of tacit acceptance of the resignation under the terms of Article 263 of the National Civil and Commercial Code.
Furthermore, specific provisions are included for cases in which a resignation could affect the normal functioning of the governing body, in accordance with Article 259 of Law No. 19,550, providing for the temporary continuation of the resigning member’s duties and the suspension of the registration process until the organizational situation is regularized.
Repeal of Articles
Regulation 3/2026 repeals Articles 71, 105, 107, 108, 109, 112, and 113 of Regulation 15/2024.
As indicated in the recitals, the repeals are intended to simplify the registration system and eliminate provisions deemed redundant or unnecessary.
Concluding Remarks
Regulation 3/2026 builds upon the review of the registration system initiated by the IGJ in recent months and establishes a framework focused on procedural simplification, the reduction of formal requirements, and the standardization of technical criteria.
The changes introduced have a particular impact on matters related to appeals, remote meetings, the registry process, prequalification opinions, and the registration of directors, incorporating more flexible mechanisms and expanding the permitted methods of compliance.
