What Resolution 38/2026 Changes
On 2 February 2026, Argentina’s National Institute of Industrial Property (Instituto Nacional de la Propiedad Industrial, INPI) published Resolution No. 38/2026 in the Official Gazette, approving a new regulation for the registration of technology transfer agreements under Law No. 22,426. The resolution took effect immediately and repealed the prior governing rule, Resolution No. 328/2005, which had set out INPI’s registration procedure for more than two decades. It applies both to new filings and to registration applications that were already pending when the resolution entered into force.
For technology transfer offices, licensing counsel, and multinational groups with an Argentine subsidiary or licensee, this is the most significant procedural overhaul of Argentina’s technology transfer registry in years — not because it changes who must register, but because it substantially narrows what INPI reviews and how long that review is expected to take.
Registration Is Still Voluntary — and Still Matters for Tax
Resolution 38/2026 reaffirms a point that has been true since Law 22,426 was amended in the 1990s: registering a technology transfer agreement with INPI is voluntary and informational, not a condition for the agreement’s validity between the parties. What the resolution changes is not that fact, but the process around it.
Registration remains practically important for one reason above all others: it is a prerequisite for applying reduced Argentine income tax withholding rates on payments made under the agreement (for example, royalties for patent, trademark, or know-how licenses, or fees for technical assistance), and for accessing benefits under applicable double taxation treaties. In practice, this means most cross-border licensors and licensees will continue to register agreements with INPI even though the law does not compel it, because the alternative is a higher default withholding rate on outbound payments.
Key Procedural Simplifications
According to law firm summaries of the resolution’s text, the new regulation narrows INPI’s substantive review in several concrete ways:
- Reduced formal review. INPI now presumes the existence and content of the agreement as submitted by the applicant, rather than independently reviewing its formal validity, unless an invalidity is manifest on the face of the filing.
- Applicant declarations carry more weight. Statements made by the applicant in the filing are treated as having the legal status of a sworn declaration, which INPI’s own interpretation of the underlying agreement cannot override.
- No consular legalization or apostille requirement. The resolution eliminates the prior requirement to consularize or apostille agreements executed abroad before they can be registered — a step that previously added weeks to cross-border filings.
- More flexible treatment of accrued-but-unpaid amounts. Agreements can register amounts that have accrued but not yet been paid without requiring separate accounting certifications.
Separately, on 11 February 2026, INPI issued Disposition 63/2026, introducing a simplified registration form for technology transfer filings that is intended to work alongside Resolution 38/2026’s narrower substantive review. Together, the two measures are aimed at shortening the time between filing and registration, which under the prior 2005 framework could be a source of delay for companies waiting on the registration to claim reduced withholding.
What Counts as a Technology Transfer Agreement Under Law 22,426
Law 22,426 (Argentina’s technology transfer law, in force since 1981) and INPI’s registry cover agreements between an Argentine party and a foreign licensor or service provider involving the transfer of technology, including patent and trademark licensing, know-how licenses, and foreign technical assistance agreements. A large share of registrations involve intra-group arrangements — a multinational’s Argentine subsidiary paying its foreign parent or an affiliate for technology licenses or technical assistance — which is precisely the population of filings Resolution 38/2026 and Disposition 63/2026 are aimed at simplifying.
Why This Matters Outside Argentina
Registries like INPI’s are a reminder that technology transfer and licensing law is not a US-only or single-jurisdiction discipline. A technology licensing office or corporate licensing team negotiating an agreement that will generate royalty or technical-assistance payments from an Argentine counterparty needs to build INPI registration — and the withholding-tax consequences of skipping it — into deal timing and due diligence, separately from whatever domestic filing or disclosure requirements apply under frameworks like Bayh-Dole in the United States. The core mechanics of the technology transfer process — disclosure, valuation, contracting, and revenue distribution — are broadly similar across jurisdictions, but registration regimes, tax treatment, and required documentation are set at the national level and vary considerably.
What Institutions and Companies Should Do
Organizations with existing or planned technology transfer, licensing, or technical-assistance arrangements involving an Argentine entity should review pending and new agreements against the updated INPI process, confirm which historical formalities (such as consular legalization) are no longer required, and re-examine the tax treatment of royalty and fee payments to ensure reduced withholding rates and treaty benefits are still being claimed correctly under the new framework. Because Resolution 38/2026 applies to applications that were already pending, agreements filed under the old Resolution 328/2005 process may also be affected.
Frequently Asked Questions
Is registering a technology transfer agreement with INPI mandatory in Argentina?
No. Registration under Law 22,426 is voluntary and informational. It is not required for the agreement to be valid between the parties, but it remains a practical prerequisite for claiming reduced income tax withholding rates and double-tax-treaty benefits on related payments.
What did Resolution 38/2026 replace?
It repealed and replaced Resolution No. 328/2005, which had governed INPI’s technology transfer agreement registration process since 2005.
Does Resolution 38/2026 apply to agreements filed before February 2026?
Yes. According to summaries of the resolution, it applies to registration applications that were already pending with INPI at the time the new rule took effect, in addition to new filings.
What is Disposition 63/2026?
A follow-on measure issued by INPI on 11 February 2026 that introduced a simplified registration form for technology transfer agreement filings, intended to work together with Resolution 38/2026’s narrower review process.
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