REFORMS IN REGISTRY PROCEDURES OF COMMERCIAL COMPANIES IGJ (RG IGJ 25/2024)
Recently, important changes have been introduced in the General Inspectorate of Justice regarding companies in general. We highlight the relevant changes in relation to these issues.
IGJ:
· Deregulation of the guarantee for the directors of SA or SRL. The IGJ now allows the bylaws of SA or SRL to extend the types of guarantee that the directors can establish, including deposits in the social treasury, but it did not establish the minimum and maximum amount of guarantee as was in the previous resolution, leaving a legal vacuum in this regard. B&A could evaluate with each client, whether it would not be convenient to modify its bylaws to choose a more economical guarantee than that of the surety bonds, and taking into consideration that since the minimum limits have been eliminated, the client must choose what would be reasonable to regulate as a guarantee according to the size of its company. (art. 70).
· Digital assets. Inclusion of digital assets as valid assets for the creation or capital contributions (art. 67) (for example cryptocurrency).
· Early dividends. Elimination of communication of early dividend distribution.
· Issue premium . Elimination of the obligation to issue with an issue premium. The issue premium is no longer required in cases of capital increase with effective contribution from the partners, since, as stated above, the issue of deciding on this is exclusively up to the partners and is outside the jurisdiction assigned by law to the supervisory authority. The procedure for valuation and the exceptions for not doing so were regulated in the previous RG.
· Prior capitalization : Elimination of prior capitalization of equity accounts - except for capital adjustment. Mandatory prior capitalization of equity accounts is limited exclusively to the capital adjustment account (art. 96).
· Edicts. Elimination of the requirement to publish by edict the transfer of shares in SRLs.
· Results. Elimination of the obligation to establish a specific destination for positive results.
· Accordion operation. - In order to register the reduction to zero of the share capital and its simultaneous increase ("accordion operation"), certain requirements must be met to ensure that the rights of a certain class or shareholder are not affected (art. 100).
· Optical Media. Elimination of the requirement to establish the server that processes the accounting information at the corporate headquarters, establishing that only the medium on which the accounting information is dumped must be available. (Art. 244)
Inclusion of HASH as a new backup method for optical media (art. 244 inc. 2c)
Elimination of the biannual submission of optical media.
· Validity of the standard : From November 1, 2024.