In brief

The Public Registry of the City of Buenos Aires ("PR") enacted the General Resolution No. 17/2021, published in the Official Gazette on November 23, 2021, which amends the definition of Ultimate Beneficial Owner and introduces other changes to the reporting of this matter. By implementing these changes, the PR adopts the criteria recently taken by the Unidad de Información Financiera ("UIF") (the Argentine anti money laundering regulatory agency).

In depth

On November 23, 2021, the PR enacted the General Resolution No. 17/2021 ("GR 17/21") by means of which the definition of Ultimate Beneficiary Owner and the related information to be provided are modified to align such regulation with the recent amendments introduced by the UIF in its Resolution No. 112/2021.

In particular, the amendments introduced by GR 17/21 are mainly the following:

  • The Ultimate Beneficial Owner will be considered the individuals who own, at least, 10% of the capital or voting rights of a legal entity, a trust, an investment fund, and/or any other legal structure; and/or the individuals who, by other means, exercise the final control of the same. Previously, the percentage of ownership of the capital stock and/or voting rights was 20%.
  • Final control is considered as the one exercised, directly or indirectly, by one or more individuals through a chain of ownership and/or through any other means of control and/or when they have the power to pass resolutions and/or to appoint and/or remove the members of the Board of Directors.
  • If it is not possible to identify an Ultimate Beneficial Owner, it shall be considered as such the individuals in charge of the management, administration or representation of the legal entity, a trust, an investment fund and/or legal structure, as applicable. This, without prejudice of the powers vested to the UIF to verify and check the reasons leading to the non-identification of the Ultimate Beneficial Owner.
  • In the case of trusts and/or similar structures, each party to the same must identify the Ultimate Beneficial Owners.
  • In the case there is a chain of ownership, a detail of this chain up to the beneficial owners who exercise the final control must be provided, in addition to supporting documentation, such as bylaws, shareholders' registry and/or any other document evidencing the chain of ownership and/or control.
  • When the majority shareholder is a listed company, and such company is subject to transparency and/or disclosure requirements, it must indicate such circumstance in order to be exempted from this identification requirement.

The filing of the Ultimate Beneficial Owner must be made once per calendar year, at the time of requesting a registration or, in the case of foreign companies, when complying with the annual informative regime.

GR 17/21 is effective as from November 23, 2021.

Spanish version