Procedure for Registration of Corporations – Joint Resolution of AFIP and PRC
February 29, 2008 By Canosa Abogados
On October 24, 2007, the Official Gazette published General Resolution No. 2,325 of the Federal Tax Administration (the “AFIP”), and the General Resolution No. 5/2007 of the Public Registry of Commerce
On October 24, 2007, the Official Gazette published General Resolution No. 2,325 of the Federal Tax Administration (the “AFIP”), and the General Resolution No. 5/2007 of the Public Registry of Commerce (the “PRC”), actually a joint resolution of both entities (hereafter, the “Resolution”) establishing the procedure for the registration of corporations in the National Registries of Stock Corporations, of Foreign Corporations, of Non-Profit Associations and Foundations and of Non-Stock Corporations (the “Registries”), which will be public.
The object of the Resolution is to ensure fiscal transparency, through the joint labor and cooperation between the AFIP, the PRC, and all local registration authorities that adhere to the law on the regulation of the Registries, using computer means for the verification of fiscal data of partners and authorities of the new corporations who request the registration of information on their incorporation or modification.
In a first stage, information related to the following requests will be incorporated to the Registries:
a) Inscription of new stock corporations subject to permanent control by the State (in accordance to Section 299 of the Law on Argentine Corporations No. 19,550); and
b) Modifications of the records of such corporations.
Information referring to the following items is excluded:
(i) Registration of corporations resulting from the reorganization of other corporations;
(ii) Foreign companies;
(iii) Change of jurisdiction; and
(iv) Opening and closing-down of branches.
The registration and modification of data will be made through an electronic sworn statement generated by the computer program “National Registry of Corporations Version 1.0”, available for free download from the websites of the PRC.
After entering the system for the presentation of the sworn statement form, the system will automatically make the validation of the following fiscal information, in connection to each of the partners and members of the corporation’s organs, Board of Directors and Supervisory Committee:
(i) Last name and name, or corporate name.
(ii) Tax ID number (C.U.I.T. or CDI) or Labor ID number (C.U.I.T).
(iii) Fiscal domicile, when appropriate.
It must be said that the confirmation by the AFIP of the validity of such fiscal data will be a previous and essential requirement in order to continue the procedure before the PRC, and that the taxpayer is responsible for the authenticity of the information provided.
After the attestation of the approval of the AFIP is issued, the petitioner must present it within the next twenty (20) days at the Reception Desk of the PRC along with the rest of the documents and elements required. After the lapsing of that time, the attestation expires and a new presentation must be made.
Once the procedure for the inscription is concluded, the PRC will request the AFIP to assign the new registered corporation a Tax ID number (C.U.I.T.), after which the corporation must solicit the “Tax Password” for the paying the taxes.
The PRC will send to the Registries information concerning the corporation, its authorities and/or partners, such as preliminary measures, revocation of the authorization to operate, bankruptcy procedures, etc.
The Resolution will be of compulsory application to all corporations subject to permanent control by the State, in accordance to Section 299 of the Law on Argentine Corporations No. 19,550, whose petition for inscription before the PRC is formalized as from November 19th, 2007, on. The rest of the companies that are organized after such date may choose to register through the explained procedure.
ABOUT THE AUTHOR: Javier Canosa
Canosa Business Lawyers is a young law firm organized by lawyers who have consistenly succeeded in every area of business law in Argentina for more than ten years. We advice our cients in the process of drafting and negociating modern commercial agreements, such as agency agreements, distribution agreements, franchising agreements and agricultural trusts.
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Disclaimer: While every effort has been made to ensure the accuracy of this publication, it is not intended to provide legal advice as individual situations will differ and should be discussed with an expert and/or lawyer. For specific technical or legal advice on the information provided and related topics, please contact the author.
The object of the Resolution is to ensure fiscal transparency, through the joint labor and cooperation between the AFIP, the PRC, and all local registration authorities that adhere to the law on the regulation of the Registries, using computer means for the verification of fiscal data of partners and authorities of the new corporations who request the registration of information on their incorporation or modification.
In a first stage, information related to the following requests will be incorporated to the Registries:
a) Inscription of new stock corporations subject to permanent control by the State (in accordance to Section 299 of the Law on Argentine Corporations No. 19,550); and
b) Modifications of the records of such corporations.
Information referring to the following items is excluded:
(i) Registration of corporations resulting from the reorganization of other corporations;
(ii) Foreign companies;
(iii) Change of jurisdiction; and
(iv) Opening and closing-down of branches.
The registration and modification of data will be made through an electronic sworn statement generated by the computer program “National Registry of Corporations Version 1.0”, available for free download from the websites of the PRC.
After entering the system for the presentation of the sworn statement form, the system will automatically make the validation of the following fiscal information, in connection to each of the partners and members of the corporation’s organs, Board of Directors and Supervisory Committee:
(i) Last name and name, or corporate name.
(ii) Tax ID number (C.U.I.T. or CDI) or Labor ID number (C.U.I.T).
(iii) Fiscal domicile, when appropriate.
It must be said that the confirmation by the AFIP of the validity of such fiscal data will be a previous and essential requirement in order to continue the procedure before the PRC, and that the taxpayer is responsible for the authenticity of the information provided.
After the attestation of the approval of the AFIP is issued, the petitioner must present it within the next twenty (20) days at the Reception Desk of the PRC along with the rest of the documents and elements required. After the lapsing of that time, the attestation expires and a new presentation must be made.
Once the procedure for the inscription is concluded, the PRC will request the AFIP to assign the new registered corporation a Tax ID number (C.U.I.T.), after which the corporation must solicit the “Tax Password” for the paying the taxes.
The PRC will send to the Registries information concerning the corporation, its authorities and/or partners, such as preliminary measures, revocation of the authorization to operate, bankruptcy procedures, etc.
The Resolution will be of compulsory application to all corporations subject to permanent control by the State, in accordance to Section 299 of the Law on Argentine Corporations No. 19,550, whose petition for inscription before the PRC is formalized as from November 19th, 2007, on. The rest of the companies that are organized after such date may choose to register through the explained procedure.
ABOUT THE AUTHOR: Javier Canosa
Canosa Business Lawyers is a young law firm organized by lawyers who have consistenly succeeded in every area of business law in Argentina for more than ten years. We advice our cients in the process of drafting and negociating modern commercial agreements, such as agency agreements, distribution agreements, franchising agreements and agricultural trusts.
Copyright Canosa Abogados
More information about Canosa Abogados
View all articles published by Canosa Abogados
Disclaimer: While every effort has been made to ensure the accuracy of this publication, it is not intended to provide legal advice as individual situations will differ and should be discussed with an expert and/or lawyer. For specific technical or legal advice on the information provided and related topics, please contact the author.
