Technical revaluations may only be carried out for the purpose of disclosing the revalued value of assets as additional information in the notes to the financial statements. Let us return to Article 316 of R.G.I.G.J. 07/15, the management body responsible for auditing the annual accounts, from which negative cumulative income balances of this magnitude result, which they prescribe, where appropriate, the application of Article 206 (mandatory reduction if the losses consume 50% of the share capital and 100% of the reserves), 94 paragraph 5 ° (recovery for loss of capital, i.e. negative net assets) or 96 (total or partial repayment or their Increase) of the L.G.S., must make an express decision within the meaning of the above rules. The only exception is that it is permissible to violate these limits provided that the following conditions are met: given the convertibility and equivalence ratio between the local currency and the US dollar, the latter is directly indicated as a monetary unit. The agenda of the meeting, which takes into account the accumulated losses, will include the form of their treatment as an explicit item. All business decisions relating to capitalisations, distributions of profits or reserves and their constitution, as well as those relating to financial statements under legal requirements, shall be taken on the basis of the financial statements presented in accordance with this Annex. Payment in shares can have two alternatives: a) with the delivery of shares that do not belong to the issuing company (they are part of the asset), which must be understood as a contribution in kind, or b) with shares that are part of the share capital. In this case, the shares are issued for capitalization instead of distributing the dividend in cash. ARTICLE SEPT.
Administrative Body: The management and representation of the company are responsible for one or more human persons, members or not, whose number is indicated at the time of their appointment between at least one (1) and a maximum of five (5) members. The administration of the company is responsible for its representation. If the administration is plural, the directors will manage and present it indistinctly. They remain in office indefinitely. As long as the company does not have a supervisory body, at least one deputy director must be appointed. Throughout the period of integration of the company by a single member, the latter may exercise the powers conferred by law on the organs of the company, provided that they are compatible with each other, including administration and legal representation. If the administration is plural, the notices to the meeting of the administrative body and the information on the agenda shall be made by reliable means. This can also be done electronically, in which case receipt must be ensured. Meetings take place at the registered office or at the indicated location outside the registered office, and means may be used to allow participants to communicate with each other at the same time.
The provisions of Article 51(3) of Law No. 27.349 shall apply to the elaboration of the Protocol. Resolutions shall be adopted by an absolute majority of the members present. The directors may join forces themselves for consultation without the need for a prior convocation; in this case, the resolutions adopted are valid if all the members are present and the agenda is adopted by an absolute majority. All resolutions must be included in the minutes. The person who exercises the representation of the enterprise obliges him to all actions that are not known to be unrelated to the object of the enterprise. The statutory reserve is still not adjusted at the beginning of the inflation adjustment and is then adjusted from that point on. The adjusted reserve is recorded in the same account (as is the case for the other adjusted accounts, with the exception of capital, which is the only one that must be separated between the nominal value and the capital adjustment).
The ceiling of 20% of the legal reserve is calculated from the adjusted capital. Article 62 of the Companies Act requires that financial statements be presented in a currency-adjusted manner, i.e. adjusted for inflation. Therefore, reserves are calculated on the basis of adjusted earnings (the only one that exists) and with the adjusted capital ceiling (the fact that the exposure is separated between pure face value and capital adjustment does not mean that capital is not adjusted). ARTICLE 21.- Financial institutions, when providing guarantees, guarantees and guarantees in the normal course of their activities and in accordance with their corporate purpose, must declare in the FIFTH (5th) day of each month the details of all transactions granted to the same beneficiary, if the total cumulative amount (on the last day of the month preceding the month in which it is declared) of the guarantees and guarantees, granted to this beneficiary reaches or exceeds ONE PERCENT (1%) of net assets. In all cases, financial institutions must indicate the identity of the beneficiaries, the amounts and the opening per individual transaction. Where guarantees, bonds or guarantees have been granted which do not exceed or have not been granted the percentages provided for in this paragraph, this circumstance shall be expressly declared at the same monthly interval. Undertakings which are unable to provide such information under specific legislation must immediately inform the Commission.
Share issue premiums and irrevocable contributions resulting from future subscriptions shall be determined as follows: the technical revaluation reserve may be used to cover final losses in financial years in accordance with the provisions of the Commission rules. Due to the capital adjustment of its antiquatization and the statutory reserve, which initially kept it at an unadjusted value, it may happen that it was already limited to 20% before the adjustment and no longer represents this 20% on the adjusted capital, in which case 5% of the result must be reserved year after year. until you meet again 20% of the adapted, as required by law (there is no need to recompose). ARTICLE ELEVENTH. Profits, reserves and distribution: Of liquid and realized profits, the following funds are allocated: a) five percent (5%) to the legal reserve, up to twenty percent (20%) of the share capital; (b) the amount fixed for the remuneration of directors and liquidators and, where applicable, (c) where applicable, the payment of dividends on preferred shares; and (d) the balance shall be apportioned among them, less any other reserve which the members intend to establish, in proportion to their participation in the share capital, while respecting, where appropriate, the rights of the preferred shares. c.4) Additional remarks: For the interpretation and analysis of the financial situation, the results of the year or interim period and the origin and use of funds, the necessary information must be provided, such as: B.: In order to exhaust the negative balance of the “Unallocated income” account at the end of the period to be considered by the Assembly, the following order of distribution of the balance must be respected: Voluntary, legal, technical and legal reserves. Once these are allocated, the rest can be covered by account balances: issue premiums, capital adjustment and share capital. If the company has irrevocable advances on its net assets, whereby the contributor has the right to subscribe for shares that the company will issue in the future, their use to absorb accumulated losses requires the express consent of the contributor. ARTICLE EIGHT. Board of Directors: Partner meetings are held at the request of one of the Directors. The convening of the meeting shall be carried out by reliable means. This can also be done electronically, in which case you need to ensure receipt.
Meetings may be held at or outside the registered office, using means enabling members and participants to communicate with each other at the same time, subject to the requirements of Article 53(2) of Law No 27.349.