Commercial Registries are demanding evidence of the filing of the publications required by the Corporations Law

The Corporations Law expressly determines that companies incorporated under this corporate type must publish certain corporate documents, as follows:

• Minutes of the General Shareholder’s Meeting of Incorporation (Article 94);
• Minutes of the Ordinary Shareholder’s Meeting (Article 134, paragraph 5);
• Minutes of the Extraordinary Shareholder’s Meeting that resolves on the modification of the bylaws or on matters within the competence of the Ordinary Shareholder’s Meeting (art. 135, paragraph 1);
• Minutes of the Board of Directors’ Meeting that resolves on matters that have effects on third parties (art. 142, paragraph 1); and
• Corporate acts that resolve on amalgamation, merger and spin-off (art. 227, paragraph 3, art. 228, paragraph 3 and art. 229, paragraph 4).

We emphasize that the Commercial Registries, under the guidance of the National Department of Business Registration and Integration (DREI), have been requiring the filing of the publications of the corporate acts mentioned above in order to file subsequent corporate acts (art. 289, paragraph 5).

We therefore recommend the publication of the corporate acts described above, if applicable, to be confirmed internally, in order to avoid delays in filing future corporate documents with the Commercial Registry.

Demarest’s Corporate team is available to provide further clarifications.