One-day company Law: Publication in the Official Gazette of Law 21,366

by and | Aug 26, 2021

Yesterday, August 25th, 2021, Law No. 21,366 was published in the Official Gazette, which modifies Law No. 20,659 that simplifies the regime of constitution, modification and dissolution of commercial companies, better known as the “One-day company Law”.

With this legal amendment, the Registry of Companies and Societies is perfected and modernized, in which companies constituted as “companies in one day” must be registered, and which replaces the requirements of registration in the Commercial Registry and publication in the Official Gazette of companies incorporated according to their own laws. The procedure required to carry out social modifications are simplified for those companies that must hold shareholders’ meetings, and the holding of actions through proxies is facilitated. Another interesting modification is the possibility that users can carry out procedures or services related to companies by law, provided by public and private organizations, by sending the required information directly through the Companies and Companies Registry.

In summary, the most relevant amendments to the law are the following:

  1. It is established that companies that, according to their own laws, must have a shareholders’ registry, must keep it exclusively in the Companies and Societies Registry, which will be restricted to shareholders, administrators or attorneys-in-fact who are specially empowered to do so. All transfer or acquisition of shares, constitution of liens or real rights over the shares and particular agreements related to their transfer must be noted in said register of shareholders. It is allowed that the subscription and sale of shares of the companies by law can be carried out directly through forms specially designed for this purpose, which once signed by the corresponding parties will be incorporated into the shareholders register and will be understood reported to the Internal Revenue Service.
  2. A register of powers of attorney is incorporated into the Registry of Companies and Societies, and the granting, modification and revocation of powers to represent companies covered by the law is allowed to be carried out by signing a form, which will be automatically incorporated to the Registry of Companies and Societies and will be of public access. In the case of powers that make up the bylaws, these will be automatically incorporated into the proxy registry.
  3. In the case of social modifications, annulment provisions and migration agreements that require the holding of a shareholders’ meeting, a digital copy of the minutes issued from said meeting must be included in the Registry of Companies and Societies, and the form of Modification must be signed by all who participated in the meeting. Once said form has been signed, it will not be required that the meeting be held before a Notary, if applicable according to the regulations applicable to that type of company, nor that said minutes be reduced to a public deed or notarized before a Public Notary.
  4. It is expressly established that the partners or shareholders of a company may carry out the resciliation of certain acts, by signing a form in the manner determined by the regulations of the law.
  5. It allows the forms to be signed by representatives or proxies of the partners or shareholders, even when they are signed by advanced electronic signature, without the need to sign said forms before a Public Notary and establishes the requirements that the powers of the representatives must have to those effects.
  6. Users are allowed to carry out procedures or services provided by public and private bodies through the electronic site of the Registry of Companies and Societies, requesting the Registry to send directly to said bodies the information relating to legal entities, partners, shareholders, principals or agents required, as established by law regulations and with the agreement of the respective agencies.

The Ministry of Economy, Development and Tourism has a term of 1 year from the publication of the law in the Official Gazette, that is, until August 25th, 2022, to issue the decree that makes the modifications that must be made to the regulations of Law 20.695. The law will enter into force on the first business day of the sixth month following the publication in the Official Gazette of the decree that modifies said regulation.

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