21 Dic 23 New amendments to Law 19,550

Agustin Cerolini, Matías Ferrari, Natalia Artmann and  Valentina Circolone

Through Decree No. 70/2023, entitled «Basis for the Reconstruction of the Argentine Economy» (the «DNU» for its acronym in Spanish), published in the Official Gazette on December 21, 2023, the National Executive Power («PEN» for its acronym in Spanish) introduced amendments to certain articles of the Companies Law No. 19,550 (the «LGS» for its acronym in Spanish).

In this sense, the DNU amended article 30 of the LGS, incorporating the possibility for associations and non-profit entities to be part of corporations and of any associative contract.

Regarding the requirements for the transformation to another type of company, the new version of article 77 of the LGS indicates that the unanimous agreement of the partners shall be necessary in the case of commercial companies, unless otherwise agreed for some types of companies. In turn, in the event that a civil association requires the transformation into a commercial company or to become a shareholder of a corporation, the vote of two thirds of the partners will be necessary.

Finally, the DNU sets forth that the transformation of state-owned companies or enterprises, whatever the type or corporate form adopted, into corporations, being subject for all purposes to the provisions of the LGS on equal conditions with companies without State participation and without any public prerogative.

In this sense, state-owned corporations, whether due to the participation of the national state, provincial states, the Autonomous City of Buenos Aires, municipalities and/or state bodies legally authorised for this purpose, will be regulated under article 299 of the LGS. In order for the enforcement authority to proceed with the established transformation, a maximum transition period of 180 days as from the issuance of the DNU is established.