RG IGJ 11/2026: Arbitration clauses in constitutional documents
RG IGJ 11/2026, issued on September 18, 2026 and published in the Boletín Oficial on September 22, 2026, replaces Article 69 of Annex A to RG IGJ 15/2024. The new wording broadens and clarifies the personal scope of the arbitration clause and enters into force on September 23, 2026.
What it regulates
RG IGJ 11/2026: permits arbitration clauses to be included in constitutional documents pursuant to Article 1649 of the Código Civil y Comercial and allows the parties to provide that they will be binding on the company, its shareholders or members, and the members of all corporate bodies, including where, by the time the dispute arises, they have ceased to be shareholders or members or have left office.
- Through Article 10, it replaces Article 69 of Annex A to RG IGJ 15/2024. The new rule moves away from the narrower reference to the bylaws of corporations and the formation agreements of SRLs and uses the broader expression 'constitutional documents'; it also expressly contemplates extending the effects of the arbitration agreement to the company, its shareholders or members, and the members of all corporate bodies, even after they have ceased to hold that status.
- It repeals former Annex V of the IGJ Rules, which contained a model arbitration clause, and directs the IGJ to publish non-binding model clauses on its website. It also allows arbitral institutions or tribunals to submit their own model clauses for possible inclusion by the agency.
Official source: RG IGJ 11/2026 — Official Gazette of the Argentine Republic
Commentary
The change should be understood precisely: the IGJ is not recognizing corporate arbitration for the first time in 2026. There had been express recognition since RG IGJ 4/2001, and Article 69 of RG IGJ 15/2024 already permitted arbitration clauses in the bylaws of corporations and the formation agreements of SRLs. What is distinctive about RG IGJ 11/2026 is that it replaces that regime with a broader formulation, expressly refers to Article 1649 of the Código Civil y Comercial and, above all, contemplates that the bylaws or other constitutional document may make the clause binding on the company itself, its shareholders or members, and the members of all its corporate bodies, including former shareholders or members and former directors or officers where so agreed.
For a company being formed or amending its bylaws or other constitutional document, the practical question is no longer simply whether to 'include arbitration or not'. It is advisable to define which disputes are covered, which institution will administer the proceedings—if institutional arbitration is chosen—how arbitrators will be appointed, the seat, urgent relief, confidentiality, and the scope as to persons who join or leave the company. Nor does the clause make every issue arbitrable: Article 1649 requires a private-law dispute in which public policy is not implicated, and Article 1651 continues to exclude certain matters; in addition, the courts retain support, enforcement, and review functions in the circumstances provided for by Articles 1655 and 1656.
Do you need advice on this matter?
The firm is headquartered in Buenos Aires, Argentina, and advises clients worldwide.
Contact the firm