Doctrina, Revista 108

Digesto de Normas Técnico-Registrales para Registros de Créditos Prendarios – Disposición DN 430

I-OBJETO

Efectuar un análisis descriptivo de la norma a efectos de destacar, Independientemente de su contenido al que me referiré de manera generalizada, la importancia histórica que tiene y su poca difusión

II-ANTECEDENTES NORMATIVOS

o Decreto-Ley 15.348/46, ratificado por la Ley 12.962 y sus modificaciones, p.o. Decreto 897/95, constituye el Régimen Legal de la Prenda con Registro.

o Decreto reglamentario 10.574/46, y sus modificaciones, establece la competencia de esta Dirección Nacional como autoridad de aplicación del mencionado régimen legal, sin perjuicio de las normas a través de las cuales se establecen los lineamientos que permiten su implementación y aplicación a nivel registral.

o Decreto 599 del 18 de enero de 1956 -complementario del Decreto 10.574/46 y sus modificaciones- establece los requisitos referidos a las formalidades de inscripción de los contratos de prenda con registro, reinscripción, anotaciones posteriores, el procedimiento a seguir en el caso de que el contrato incluya bienes ubicados en otra jurisdicción o que existan acreedores privilegiados, el uso y venta de los formularios, su impresión, la extensión del sistema a todo el país y la facultad atribuida a la ex Dirección de los Registros de Créditos Prendarios (hoy Dirección Nacional de los Registros Nacionales de la Propiedad del Automotor y de Créditos Prendarios) de dictar su propia reglamentación orgánica, así como las disposiciones necesarias o convenientes para el cumplimiento del régimen de la Ley de Prenda con Registro (LPR) y procurar la mayor mecanización del servicio que ésta instituye.

o Disposición M.A. y G. – D.R.C.P. 19/58 y sus modificatorias, implementó el Manual de Instrucciones que reglamenta todo lo atinente al funcionamiento de los ex Registros Seccionales de Créditos Prendarios (hoy Registros Seccionales de la Propiedad del Automotor con Competencia Exclusiva sobre Maquinaria Agrícola, Vial o Industrial y de Créditos Prendarios), sus inscripciones y demás anotaciones posteriores vinculadas a contratos de prenda con registro sobre bienes muebles no registrables en general y sobre semovientes.

o Decreto-Ley 6.582/58 -ratificado por la Ley 14.467-, t.o Decreto 1.114/97 y sus modificaciones, se constituyó el Régimen Jurídico del Automotor (RJA), que sienta las bases normativas de ese sistema registral.

o Resolución de la entonces Secretaría de Justicia 146/88, en su artículo 1°, autorizó a esta Dirección Nacional a establecer el uso obligatorio de formularios para solicitar la inscripción, reinscripción, cancelación y demás trámites relativos al contrato de prenda ante los Registros de Créditos Prendarios.

o Ley 26.994 aprobó el texto del nuevo Código Civil y Comercial de la Nación, cuya entrada en vigencia se produjo el día 1° de agosto de 2015 -de acuerdo con lo establecido en la Ley 27.077-, que incorporó la regulación del contrato de leasing en sus artículos 1.227 a 1.250, derogando la casi totalidad de la Ley 25.248, con las excepciones que se establecen en su artículo 3°, inciso f); el artículo 1.235 del citado cuerpo legal, cuando se refiere a la registración del contrato de leasing, establece que a los efectos de su registración le son aplicables las normas legales y reglamentarias que correspondan según la naturaleza de los bienes y que, si se trata de cosas muebles no registrables o software, se les aplican las normas registrales de la Ley de Prenda con Registro y las demás que rigen el funcionamiento del Registro de Créditos Prendarios.

o El artículo 2.220 del mencionado cuerpo normativo prevé la posibilidad de la constitución de una prenda con registro, estableciendo que ésta puede constituirse para asegurar el pago de una suma de dinero, o el cumplimiento de cualquier clase de obligaciones a las que los contrayentes le atribuyen a los efectos de la garantía prendaria, un valor consistente en una suma de dinero, sobre bienes que deben quedar en poder del deudor o del tercero que los haya prendado en seguridad de una deuda ajena, agregando que esta prenda se rige por la legislación especial.

o Asimismo, el citado Código Civil y Comercial ha introducido numerosas e importantes reformas de fondo que, con anterioridad al dictado de la presente, fueron objeto de análisis en el ámbito del Registro Nacional de la Propiedad del Automotor, por conducto de la Disposición D.N. 353, del 3 de agosto de 2015.

o Resolución M.J. 17/97; y el Digesto de Normas Técnico-Registrales del Registro Nacional de la Propiedad del Automotor (DNTR), este último constituye un valioso precedente en materia de ordenamiento normativo, ya que permitió, respecto de los automotores y los motovehículos, la selección, clasificación, depuración y recopilación de todas las normas que se encontraban en vigencia, en tres (3) Títulos únicos y orgánicos, facilitando las tareas de todas las áreas de esta Dirección Nacional encargadas de controlar su cumplimiento, la de los encargados de Registro en el desempeño cotidiano de sus tareas registrales y la de los usuarios del sistema, otorgando certeza a los procedimientos e incrementando de la seguridad registral.

o Otras normas: desde el año 1949 y hasta el año 2018, se dictaron numerosas normas de diferentes jerarquías en materia prendaria sobre bienes muebles no registrables, pero estas normas nunca fueron objeto de selección, clasificación o recopilación alguna, salvo el caso aislado del Manual de Instrucciones antes mencionado, cuyos preceptos se encuentran en su mayoría desactualizadas, carentes de vigencia, derogados explícita o implícitamente, total o parcialmente, o colisionan con otras normas, por lo que tan solo una reducida cantidad de ellas puede considerarse vigente y aplicable.

o Asimismo, a ello deben sumárseles todas las normas dictadas desde el año 1996 a la fecha en materia de inscripción de contratos de leasing sobre cosas muebles no registrables o software y sus anotaciones posteriores, la mayoría de las cuales se encuentran en la misma situación antes relatada.

o Ley 24.441, derogada por la Ley 25.248, la que a su vez ha sido derogada casi en su totalidad por el Código Civil y Comercial de la Nación en materia de leasing sobre bienes muebles no registrables o software. La remisión de esta ley a la de prenda, para el caso de no estartrámites relativos al contrato de prenda ante los Registros de Créditos Prendarios.

o Ley 26.994 aprobó el texto del nuevo Código Civil y Comercial de la Nación, cuya entrada en vigencia se produjo el día 1° de agosto de 2015 -de acuerdo con lo establecido en la Ley 27.077-, que incorporó la regulación del contrato de leasing en sus artículos 1.227 a 1.250, derogando la casi totalidad de la Ley 25.248, con las excepciones que se establecen en su artículo 3°, inciso f); el artículo 1.235 del citado cuerpo legal, cuando se refiere a la registración del contrato de leasing, establece que a los efectos de su registración le son aplicables las normas legales y reglamentarias que correspondan según la naturaleza de los bienes y que, si se trata de cosas muebles no registrables o software, se les aplican las normas registrales de la Ley de Prenda con Registro y las demás que rigen el funcionamiento del Registro de Créditos Prendarios.

o El artículo 2.220 del mencionado cuerpo normativo prevé la posibilidad de la constitución de una prenda con registro, estableciendo que ésta puede constituirse para asegurar el pago de una suma de dinero, o el cumplimiento de cualquier clase de obligaciones a las que los contrayentes le atribuyen a los efectos de la garantía prendaria, un valor consistente en una suma de dinero, sobre bienes que deben quedar en poder del deudor o del tercero que los haya prendado en seguridad de una deuda ajena, agregando que esta prenda se rige por la legislación especial.

o Asimismo, el citado Código Civil y Comercial ha introducido numerosas e importantes reformas de fondo que, con anterioridad al dictado de la presente, fueron objeto de análisis en el ámbito del Registro Nacional de la Propiedad del Automotor, por conducto de la Disposición D.N. 353, del 3 de agosto de 2015.

o Resolución M.J. 17/97; y el Digesto de Normas Técnico-Registrales del Registro Nacional de la Propiedad del Automotor (DNTR), este último constituye un valioso precedente en materia de ordenamiento normativo, ya que permitió, respecto de los automotores y los motovehículos, la selección, clasificación, depuración y recopilación de todas las normas que se encontraban en vigencia, en tres (3) Títulos únicos y orgánicos, facilitando las tareas de todas las áreas de esta Dirección Nacional encargadas de controlar su cumplimiento, la de los encargados de Registro en el desempeño cotidiano de sus tareas registrales y la de los usuarios del sistema, otorgando certeza a los procedimientos e incrementando de la seguridad registral.

 Otras normas: desde el año 1949 y hasta el año 2018, se dictaron numerosas normas de diferentes jerarquías en materia prendaria sobre bienes muebles no registrables, pero estas normas nunca fueron objeto de selección, clasificación o recopilación alguna, salvo el caso aislado del Manual de Instrucciones antes mencionado, cuyos preceptos se encuentran en su mayoría desactualizadas, carentes de vigencia, derogados explícita o implícitamente, total o parcialmente, o colisionan con otras normas, por lo que tan solo una reducida cantidad de ellas puede considerarse vigente y aplicable.

o Asimismo, a ello deben sumárseles todas las normas dictadas desde el año 1996 a la fecha en materia de inscripción de contratos de leasing sobre cosas muebles no registrables o software y sus anotaciones posteriores, la mayoría de las cuales se encuentran en la misma situación antes relatada.

o Ley 24.441, derogada por la Ley 25.248, la que a su vez ha sido derogada casi en su totalidad por el Código Civil y Comercial de la Nación en materia de leasing sobre bienes muebles no registrables o software. La remisión de esta ley a la de prenda, para el caso de no estar contemplada expresamente en la primera, provocó, a mi juicio, una confusión en la correcta aplicación de las normas de procedimiento entre los Registros Seccionales que fueron objeto de circulares aclaratorias que en la práctica no eran aplicadas uniformemente, de allí la necesidad de crear un cuerpo normativo unificado.

o D.N. 70 del 19 de febrero de 2014, que aprobó el Sistema de Trámites Electrónicos (SITE), para todos los Registros Seccionales de la Propiedad del Automotor en todas sus competencias y del Sistema de Inscripción de los Registros Prendarios (S.I.R.Pre), a través de la Disposición D.N. 951 del 15 de diciembre de 2010, cuya nueva versión fue implementada a partir del 1° de abril de 2018.

III. E S T R U C T U R A D E L A N O R M A Y SU METODOLOGÍA

 a) Estructura:

Se realizó un ordenamiento normativo similar al ya existente en materia de automotores, en lo que se refiere a los contratos de prenda con registro sobre bienes muebles no registrables y semovientes, y leasing sobre cosas muebles no registrables o software, el mismo incorpora un Título I, que abarca en una primera parte los principios generales aplicables a los contratos de prenda con registro sobre bienes muebles no registrables y sobre ganado, también aplicables, de corresponder, a los contratos de leasing.

b) Metodología:

En el mismo Título, además, se regulan en particular los contratos de prenda con registro sobre bienes muebles no registrables y sobre ganado, así como los nuevos formularios y las instrucciones para completarlos, receptando las nuevas normas vigentes en relación con los utilizados respecto de los trámites peticionados por ante los Registros Seccionales de la Propiedad del Automotor en su conjunto, a los fines de proveer uniformidad y previsibilidad en las presentaciones que se efectúen ante los Registros Seccionales dependientes de esta Dirección Nacional.

Se estimó conveniente incorporar en un título diferente (Título II) la normativa específica que regula el contrato de leasing sobre bienes muebles no registrables o software. La conveniencia radicó en que la naturaleza jurídica de un contrato de prenda nada tiene que ver con la de un contrato de leasing y, por consiguiente, los efectos jurídicos derivados su registración.

Si bien en ambos casos la publicidad del acto jurídico y sus efectos hacia terceros es lo común a ambos trámites registrales, los requisitos esenciales en uno y otro caso son diferentes, por ende, no se estimó conveniente tratarlos en un mismo título. En el contrato de prenda, el registrador califica y observa si no se cumplen con los requisitos esenciales establecidos por la ley, en cambio, en el trámite de inscripción de leasing esta intervención se limita a la verificación de la congruencia entre lo que las partes han convenido en el contrato de leasing y el Formulario 25.

c) Libros digitalizados:

Se procedió a una profunda y total revisión del diseño y vigencia de los Libros en uso en los Registros Seccionales, incorporando los principios que emanan del Decreto 434 del 1° de marzo de 2016, que aprobó el Plan de Modernización del Estado, con el objetivo de alcanzar que la Administración Pública se encuentre al servicio del ciudadano en un marco de eficiencia, eficacia y calidad en la prestación de servicios.

Se suprimió el Libro Auxiliar utilizado para la inscripción de Contratos de Prenda y de Embargos, Inhibiciones y Ejecuciones, así como los ficheros “A” y “B” y su reemplazo por un sistema electrónico, automático y de carácter digital.

Asimismo, en consonancia con el proceso de digitalización implementado en todo el ámbito de la Administración Pública Nacional, se incorpora la Base de Datos de los Contratos Inscriptos, a través del uso del sistema S.I.R.Pre.

El S.I.R.Pre (Sistema Electrónico para los Registros Prendarios) concretó la necesidad de interconectar los Registros Seccionales con un sistema similar al ACE de los registros automotor, cubriendo la necesidad de efectuar en tiempo real las comunicaciones estipuladas en la normativa vigente eliminando papeles y correspondencia. Es de destacar que, a diferencia del sistema registral del automotor, en el prendario el Registro que inscribe el contrato no pierde nunca la competencia y, por consiguiente y durante la vigencia del mismo, todos los trámites deben ser registrados en el Registro donde fue presentado el contrato, independientemente del traslado de los bienes a otras jurisdicciones, en cuyo caso todos los trámites posteriores deberán ser comunicados dentro de las 24 horas mediante el sistema electrónico.

d) Formularios:

Se han incorporado nuevos modelos de formularios con formato digital y de utilización libre y gratuita, los que podrán ser descargados o precargados a través de la página web de esta Dirección Nacional, según corresponda. Será más correcto decir que se han eliminado todos los formularios vigentes hasta el 02/01/2019 por otros que, cumpliendo con los requisitos esenciales exigidos por la ley vigente, se adecuan a los datos exigidos por la U.I.F. Por el momento no pueden ser precargados desde la página de la Dirección Nacional, pero, desde el Departamento de Informática se está trabajando para que los usuarios puedan cargar los datos en forma similar al sistema de precarga de los trámites de automotor.

A continuación, se detallan los formularios correspondientes a prendario tal como se pueden visualizar en la página de la Dirección Nacional (https://www.dnrpa.gov.ar/portal_dnrpa/form-libres2.php).

F 1: CONTRATO DE PRENDA CON REGISTRO – BIENES MUEBLES EN GENERAL – ORIGINAL Y COPIA NO NEGOCIABLE

F 1D: CONTRATO DE PRENDA CON REGISTRO DIGITAL PARA BIENES MUEBLES NO REGISTRABLES

F 2: CONTRATO DE PRENDA CON REGISTRO SOBRE GANADO – ORIGINAL Y COPIA NO NEGOCIABLE

F 3: CONTRATO DE PRENDA CON REGISTRO CELEBRADO POR ESCRITURA PUBLICA – ORIGINAL Y COPIA NO NEGOCIABLE

F 4: INFORME/CERTIFICADO SOBRE EXISTENCIA O NO DE GRAVÁMENES PRENDARIOS (PARA USO EXCLUSIVO DEL REGISTRO)

F 5: COMUNICACIÓN TRASLADO DE BIENES

F 6: ANOTACIONES POSTERIORES AL CONTRATO DE PRENDA

F 7: OBSERVACIONES (PARA USO EXCLUSIVO DEL REGISTRO)

Se han incorporado, entre otros, requisitos referidos a la acreditación de la identidad, personería y domicilio, la certificación de firmas y sus legalizaciones, la forma de prestar el asentamiento conyugal en los casos que corresponda, inserción y acreditación de CUIT, CUIL y CDI, dirección de correo electrónico.

e) La Prenda digital:

En línea con las disposiciones que rigen la actividad referida a los Registros Seccionales de la Propiedad del Automotor, en sus distintas competencias, se incorporó la Prenda de carácter digital en un marco similar al previsto por las Disposiciones DI-2018-159- APN-DN- RNPACP#MJ, DI-2018-160-APN- DNRNPACP#MJ y DI-2018-199-APN-DNRNPACP#MJ incorporadas al Digesto de Normas Técnico-Registrales del Registro Nacional de la Propiedad del Automotor.

f) La Prenda sobre ganado:

Se receptaron las normas que regulan la Prenda con Registro sobre ganado, la que fuera incorporada al ordenamiento mediante Disposición DI-2017-465-APN- DNRNPACP#MJ.

La norma aludida se transcribió en el digesto, lo que obligó a reformularse en la comisión revisora, que se formó al efecto, el resto de la metodología del procedimiento en el Registro ya que, tratándose de una resolución ministerial conjunta entre el Ministerio de Justicia y Derechos Humanos y el ex Ministerio de Agroindustria la que dio origen a la disposición, se tuvieron que mantener algunos lineamientos establecidos en ella a excepción de los formularios que sí se pudieron mejorar.

Cabe mencionar que en la resolución conjunta se estableció que la forma de llenado de los formularios sería con precarga, lo cual no se pudo implementar hasta la fecha.

g) Coparticipación arancelaria:

Se han incorporado previsiones referidas a la coparticipación de aranceles entre los Registros Seccionales, cuando debido a las inscripciones efectuadas así corresponda.

Se ha efectuado una exhaustiva revisión y actualización de todo lo referente a las comunicaciones que deben cursarse, en cumplimiento de lo establecido en la Ley de Prenda con Registro.

h) La prenda fija o flotante sobre bienes de propiedad de un tercero que los grava en seguridad de una deuda ajena, que prevé el artículo 2° de la Ley de Prenda con Registro, la prenda con registro sobre marcas, patentes, dibujos y modelos industriales, distinciones honoríficas y todos los derechos que comportan la propiedad comercial, industrial y artística, sobre créditos que conforman la actividad de establecimientos con objeto financiero -artículo 14, párrafo segundo del Decreto reglamentario 10.574/46 y sus modificaciones- sobre un fondo de comercio, sobre cosas inmuebles por accesión incorporadas a una finca hipotecada (artículo 10 de la Ley de Prenda con Registro y artículo 226, párrafo segundo, del Código Civil y Comercial de la Nación), prenda con registro sobre automotores cero (0) kilómetro no inscriptos o sus partes componentes, los contratos celebrados en moneda extranjera.

Todos estos tipos de contratos de prenda fueron incluidos en la normativa por primera vez, si bien ya estaban en la Ley de Prenda.

i) Remisión de documentación a la Dirección Nacional y la guarda de antecedentes en el Registro Seccional. Se dispuso la obligatoriedad de remitir digitalmente el desglose de los trámites inscriptos en consonancia con las normas de despapelización (sujeto a disponibilidad de los recursos informáticos). Cabe destacar que la obligatoriedad de la remisión, a mi criterio, sería aplicable solo a los Registros que tienen más de una competencia, no para los prendarios-MAVI.

j) Título II:

Respecto al contrato de leasing sobre cosas muebles no registrables o software se ha regulado para su inscripción el uso de los formularios y a las anotaciones posteriores a la inscripción de un contrato.

Se incorporó el formulario para la inscripción de contrato de leasing celebrado por escritura pública y se modificó el Formulario 25 para la inscripción de contratos de leasing, adaptándolo a la naturaleza de los bienes o cosas dadas en leasing. Recordemos que el formulario de leasing original nació con un formato similar al 24 diseñando para automotores, con lo cual ofrecía dificultades a la hora de describir los bienes objeto del contrato.

Nuestro Código Civil, en su artículo1.234, establece lo siguiente: “Si se trata de cosas muebles no registrables o de un software, deben inscribirse en el Registro de Créditos Prendarios del lugar donde la cosa se encuentre o, en su caso, donde ésta o el software se deba poner a disposición del tomador”.

Estas prescripciones han dado lugar a interpretaciones a veces abusivas respecto del último párrafo, ya que se interpreta de acuerdo a la conveniencia del Registro que la puesta a disposición es jurídica y no física por lo que habilitaría a inscribirlo en cualquier Registro afectando a la seguridad jurídico registral; por ese motivo se incorporó al formulario un apartado donde el solicitante debe marcar con una cruz si el bien fue o no entregado al momento de inscribir el leasing y que, en el primer caso, el Registro competente será el de ubicación definitiva de los bienes.

A continuación, se detallan los formularios correspondientes a prendarios tal como se pueden visualizar en la página de la Dirección Nacional (https://www.dnrpa.gov.ar/portal_dnrpa/form-libres2.php).

F 25: INSCRIPCIÓN CONTRATO DE LEASING

F 26: INSCRIPCIÓN DE LEASING ESC. PUBLICA

F 27: TRASLADO LEASING

F 28: INFORME O CERTIFICADO LEASING

F 29: ANOTACIONES POSTERIORES AL LEASING

k) Disposiciones comunes:

Derogación de todas las normas anteriores dictadas por la autoridad de aplicación y los formularios utilizados hasta la fecha por los Registros de Créditos Prendarios.

A partir de la entrada en vigencia de la presente Disposición, suprímase el uso de los Formularios 1 (Contrato de Prenda), 1-B (Prenda Ganadera), 52 (ficha de bienes identificables), 57 (ficha de bienes-prenda flotante y ganado), 138 (enajenación de prendas), 139 (comunicación de endosos), 140 (comunicación de traslados), 141 (cancelación de endosos) y 142 (continuación de contrato) y de todos los modelos de Contrato de Prenda aprobados para uso particular a partir del 1° de enero de 1956.

A partir de la entrada en vigencia de la presente disposición, quedan derogadas todas las normas dictadas por esta autoridad de aplicación de la Ley de Prenda con Registro referidas a la inscripción de contratos de prenda con registro y sus anotaciones posteriores sobre bienes muebles no registrables, todas las normas vinculadas a la inscripción de contratos de leasing sobre cosas muebles no registrables o software y sus anotaciones posteriores, y todas aquellas que regulen materias contenidas en el Digesto de Normas Técnico-Registrales del Registro Nacional de Créditos Prendarios aprobado por su artículo 1°.

l) Puesta en vigencia:

 Entró en vigencia a partir del día 2 de enero de 2019.

IMPORTANCIA DE LA NORMA

 La norma objeto de análisis ha venido a cubrir la necesidad de unificación de una gran cantidad de normas de fondo y de procedimiento dictadas en los últimos 100 años, que se encontraban o se perdían sin solución de continuidad en una maraña de normas de muy difícil compilación.

Si bien el proyecto original tuvo su nacimiento antes de la reforma del Código Civil, se tuvo que crear una comisión revisora, de la que tuve el honor de formar parte, que adaptó el proyecto original a las nuevas necesidades ya comentadas en este trabajo. La sanción del Código, que receptó las leyes de Prenda y Leasing hicieron indispensable adecuar la legislación en un cuerpo normativo uniforme que permitiera establecer reglas más precisas, tanto para los usuarios como para los registradores.

Se trataron en comisión varios temas de acuerdo con el criterio imperante en automotores, lo cual generó acaloradas discusiones entre los juristas que fuimos convocados a la revisión del proyecto. Creo que como resultado de esto se logró un cuerpo normativo uniforme y moderno que deberá actualizarse permanentemente para cumplir con su cometido.

CONCLUSIONES

El Digesto de Normas Técnico-Registrales para los Registros de Créditos Prendarios nace en momentos en que los cambios en el sistema registral son permanentes y rápidos.

Era indispensable una compilación de normas con esta metodología para satisfacer los requerimientos institucionales.

Es bueno tener un cuerpo normativo para que, tanto los usuarios como los encargados de los Registros Seccionales, puedan manejarse con procedimientos concretos para evitar interpretaciones varias sobre un mismo tema. También da un manto de transparencia para defender posturas jurídicas ante una eventual auditoría o una observación efectuada por el Departamento de Control de Inscripciones.

 

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