Directors are once again able to register their resignation unilaterally

On 13 May 2026, General Resolution IGJ 3/2026 was published in the Official Gazette, which resolved, among other issues, to reinstate the possibility of unilateral resignation of directors, a mechanism that had been eliminated in General Resolution IGJ 15/2024, as amended. In this regard, the main points will be detailed below, namely:

1. Unilateral registration of directors' resignations 

Directors are once again entitled to request the registration of their resignation on their own when the company has not dealt with it or when they are uncertain as to how it will be dealt with. To do so, the resigning director must notify the company at its registered office for 5 working days; if there is no response, he/she may submit the request directly to the IGJ. The IGJ will give notice to the company and, in the event of silence, partial or evasive response, it will be considered tacit acceptance of the resignation and its registration will be ordered.

2. Remote meetings: Preservation of recordings

In the case of meetings held remotely, it is established that it will not be required to keep the digital recording of the meeting if the corresponding minutes are signed by all the participants.

3. Streamlining of the registration procedure

Compliance with the registration procedure for the appointment of authorities is made more flexible, being considered to be complied with if the administrators of the previous mandate are already registered, if they are the same ones who now renew their mandate, or if their termination is requested jointly.

4. Flexibility in the Guarantee of Administrators

The freedom of forms to constitute the guarantee (which may be deposits, insurance, sureties, surety bonds, sworn bonds, etc.) is established and the requirement for presentation is simplified: in most cases, a declaration under oath by the professional auditor stating that the guarantee has been constituted will suffice.

5. Alternatives to unjustified delays and contradictory observations

In the event of an unjustified delay in the proceedings, the person concerned now has new procedural alternatives: i) Challenge and hierarchical review: The inspector acting may be challenged or a review of the proceedings may be requested by the hierarchical superior, who must decide within a period of 5 days. If this review is denied, the option of requesting a Special Resolution from the Inspector General of Justice is available within the following 5 days. ii) Prompt Dismissal: If the legal deadline expires without the agency issuing a ruling, a request for prompt dismissal may be submitted. If 5 days have elapsed since that request and silence persists, it will be considered a tacit refusal, leaving the judicial remedy available.

Likewise, these defence options apply when there are contradictory observations. The rule expressly defines that this occurs when the observations or hearings go against criteria previously established by the IGJ itself, or when there are contradictions between inspectors who are examining the same procedure (or similar procedures simultaneously). They also proceed in the case of observations that are manifestly contrary to law or that exceed the legal powers of the IGJ.

Article by the corporate area of ECIJA Argentina.