On March 31, 2022, General Rule No. 467 (the “NCG 467”) was issued, which regulates the authorization process for the existence of special corporations.
According to NCG 467, any entity required by law to request authorization of existence before the Commission, with the exception of banks, non-bank payment card issuing companies, payment card operating companies, companies administering clearing and settlement systems for financial instruments and insurance companies, must request its authorization of existence by one or more of the future partners of the company, who will be responsible for the accuracy and completeness of the information provided to the Commission.
Among the information required by NCG 467 are the following:
a) Digitalized copy of the public deed containing the bylaws of the future entity.
b) Regarding natural persons who directly or indirectly contribute 10% or more of the capital stock: full name, national identity card, passport or other official identification document, and indication of the total percentage of the capital that they will directly or indirectly own of the company.
c) Regarding the legal entities that directly participate in the incorporation of the company: (i) Identification: Company name, type of company, unique tax number and legal domicile; (ii) Identification of the legal representative: Full name and national identity card, passport or equivalent; (iii) Copy of the public deed of incorporation and certificate of good standing of the company and marginal annotations not older than 5 days, except in the case of companies created under the protection of Law No. 20. 659; and (iv) In the event that the powers of representation are not contained in the accompanying bylaws, a copy of the instrument conferring such powers must be attached.
f) Information on the persons who will be appointed as provisional or definitive directors of the corporation.
g)) Brief description of the company’s history.
h) Ownership structure of the corporate group to which the company will belong.
i) Summary of the strategic plan (mission, vision and objectives) and of the company’s business plan.
j) Background information that allows accrediting that the partners have the necessary liquid resources to comply with the capital contribution commitments.
k) Sworn statement by the person signing the application that the copies attached are a true reflection of the originals.
Then, NCG 467 states that after reviewing the background and correcting any observations made by the Commission, the resolution authorizing the existence of the entity and the issuance of the corresponding special certificate will be issued without any further procedure, upon payment of the corresponding fees for existence authorization.
Notwithstanding the foregoing, it is clarified that such authorization of existence does not enable the entity to start its operations or functions when this requires special authorization from the Commission.
Additionally, it regulates the situation in which the information referred to in letters a) to d) of the NCG is modified, indicating that the Commission must be notified of such event within 5 working days of its occurrence through the SEIL module. In the case of the information referred to in letter e), it must be communicated by the same means no later than the business day following the occurrence of the respective circumstance.
Finally, in order to comply with Article 126 of Law No. 18.046, the entity, as soon as it has made the registration in the Commercial Registry of the registered office and the corresponding publication in the Official Gazette, must communicate this fact to the Commission through the SEIL module, attaching a copy of the respective registration and publication.