Companies Act 19,550 · Article 5 — Registration and disclosure

Registration of the company with the Public Registry (LGS art. 5)

Section 5 of the General Companies Law requires the instrument of incorporation, its amendments and any regulations to be registered with the Public Registry of the company's domicile (and with the registry corresponding to each branch). Companies must also state the address of their registered office and their registration details in their documentation.

Source: Act 19,550

What article 5

Section 5 governs registration of the instrument of incorporation and its amendments and the disclosure of the registered office and registration details in documents issued by the company.

Official text · Act 19,550, art. 5

The instrument of incorporation, any amendment thereto and the regulations, if any, shall be registered with the Public Registry of the company's domicile and with the Registry corresponding to the location of each branch, including the address where such branch is established for the purposes of section 11(2). Registration shall be ordered after ratification by the executing parties, except where the instrument is public or the signatures have been authenticated by a notary public or other competent officer.

Disclosure in documentation. Companies shall state, in the documentation issued by them, the address of their registered office and the information identifying their registration with the Registry.

Source: Law 19,550, art. 5 - InfoLEG (updated official text)

Commentary

Registration with the Public Registry gives the instrument effect against third parties: the company agreement and its amendments become enforceable erga omnes upon registration. In the City of Buenos Aires the registry authority is the IGJ; in the provinces it is the corresponding legal-entities registry.

The second paragraph imposes a practical disclosure duty: stationery, invoices and communications must state the registered office and registration details. It is a modest requirement but one that applies in day-to-day operations.

Distinctions often confused

Registration of the instrument of incorporation is not the same as Publication of legal notices. Registration is the registry entry that gives the instrument effect against third parties; publication of legal notices (art. 10 for SRLs and corporations) is a separate, prior publicity requirement.

Practical impact

Without registration, amendments to the bylaws are not enforceable against third parties. Every amendment should be registered and company documentation should contain updated registration details.

Frequently asked questions

Where is a company registered?

With the Public Registry of its domicile: in the City of Buenos Aires, the IGJ; in the provinces, the competent legal-entities authority. It must also be registered with the registry corresponding to the location of each branch.

What information must appear on company documentation?

The address of the registered office and the information identifying the company's registration.

This page is informational and does not constitute legal advice nor replace professional consultation. It quotes the official text of the rule; for its application to a specific case, consult a licensed professional.

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