17-04-2026

On April 13, 2026, General Resolution IGJ No. 1/2026 was published in the Official Gazette, whereby the General Inspection of Justice (“IGJ”) clarifies the scope of the validity of acts performed by directors whose appointment has not been registered, and expressly incorporates sworn guarantees as one of the forms of security that directors of commercial companies must provide. The regulation has been in force since April 14, 2026.

Primarily, it reaffirms that the registration of corporate authorities (Section 60 of the General Companies Law – “LGS”) before the IGJ is declarative in nature. Accordingly, appointments are valid as from the date of their approval in the relevant corporate minutes, and therefore, acts performed as from that date are valid even if such appointments have not yet been registered. However, it should be noted that the obligation to register authorities with the IGJ remains in force.

In this regard, third parties who are aware, whether directly or indirectly, of the appointment of new corporate authorities may not invoke the lack of registration to challenge their authority.

Furthermore, it is clarified that directors remain in office until their replacement, even after the expiration of their term, in order to avoid situations of vacancy. This confirms what is expressly provided in the second paragraph of Section 257 of the LGS. The resolution under analysis establishes that the expiration of the term of appointment does not result in the automatic termination of the position nor does it render directors de facto officers; rather, it entails a legal continuity aimed at preserving the company’s operational regularity and the protection of third parties.

Finally, the regime governing the guarantees to be provided by directors of commercial companies is made more flexible, allowing different forms of security and simpler alternatives such as sworn guarantees (a director’s sworn statement as security, without the need for insurance or a deposit).