Comprehensive reform of the General Companies Law: what you need to know

On May 29, 2026, the Argentine National Executive Branch submitted to Congress a bill proposing the complete repeal of Law No. 19,550 and its replacement with a new General Companies Law. This is not a partial reform: it is a comprehensive rewrite that modernizes Argentina’s corporate legal framework, incorporates technology, simplifies procedures, and redefines principles that have governed corporate life for more than five decades.

Below, we outline the most relevant changes you should be aware of.

1. Party autonomy as the governing principle and default supplementary provisions
   
   The bill expressly enshrines the principle of party autonomy as the governing principle of bylaws and shareholders’ resolutions. All provisions of the law are supplementary to the parties’ will—even where the law does not expressly state so—and yield only to mandatory provisions, which must be interpreted restrictively. This represents a departure from the current Law 19,550, which lacks a general declaration of supplementary rules and has often been interpreted as imposing mandatory requirements in many respects.
   
   Additionally, the bill provides that Public Registries and enforcement authorities may not issue regulations that invalidate, restrict, or condition what the law permits. This provision significantly limits the discretion historically exercised by supervisory authorities over corporate registration.
   
   
2. A broader and more flexible concept of company
   
   The new Article 1 expands the concept of a company: it is no longer limited to the “production or exchange of goods or services” but encompasses any lawful activity aimed at generating direct or indirect benefits for the partners. Moreover, the bylaws may provide for any allocation of profits, removing the rigidity of the current regime.
   
   Unlike current law, which requires a “specific and determined” corporate purpose, the bill permits a broad and general object, without requiring any connection between activities. If no corporate purpose is stated, the company is deemed authorized to engage in any lawful activity.
   
   
3. Elimination of certain company types and creation of new ones
   
   The bill repeals the general partnership (sociedad colectiva), limited partnership (sociedad en comandita simple), capital and industry partnership, and partnership limited by shares. Pre-existing companies formed under the repealed types must convert within one year of the law’s entry into force; failing which, they will be governed as simple companies.
   
   The types that remain are: Simple Company (former “Section IV”), Limited Liability Company, Corporation, and Simplified Stock Company (SAS). In addition, a completely new type is introduced: the Decentralized Autonomous Operational Company (DAO).
   
   
4. Automated Company: businesses operated by artificial intelligence
   
   Article 14 introduces the “Automated Company”: one that carries out its corporate purpose through autonomous algorithmic systems or artificial intelligence agents, without requiring employees for its ordinary operations. The automated nature must be stated in the bylaws and the corporate name must include the designation “Automated.” The automated company is liable with its assets to third parties for damages caused by its systems.
   
   
5. DAO: the decentralized autonomous company as a new legal type
   
   Section V of Chapter II creates the Decentralized Autonomous Operational Company (DAO), a corporate type structured in a wholly or partially autonomous and decentralized manner, in accordance with governance rules set out in its protocol. The protocol is defined as the set of technical and governance rules determining the company’s operation, regardless of the technology employed. Equity interests may be represented by tokens or cryptographic units on distributed ledger networks, and their transfer is perfected upon registration in the network or technological system designated by the company, without any requirement for additional formal notice. Legal representation must be vested in one or more natural persons, and specific dissolution events related to the technical impossibility of the protocol are provided for.
   
   
6. Share capital: new function and elimination of minimum capital
   
   Share capital undergoes a conceptual redefinition. Its function is limited to determining the extent of the partners’ rights and obligations, unless the bylaws provide otherwise. Partners freely determine the capital amount, which need not correspond to the sum of committed contributions. The mandatory 5% legal reserve is eliminated, and previously allocated legal reserves become freely available.
   
   By contrast, the current law sets a minimum capital requirement for corporations and requires a 5% legal reserve from profits until reaching 20% of share capital. The bill dispenses with such restrictions.
   
   
7. Contributions: full flexibility
   
   The bill permits contributions to consist of obligations to do or to give any type of asset or right capable of economic valuation, regardless of the company type. This contrasts with current law, which limits contributions in LLCs and corporations to obligations to deliver specific assets susceptible of compulsory execution.
   
   Additionally, the bill introduces the “Investment Instrument” (Article 36), enabling assets to be received through subscription options, convertible investment agreements, convertible loans, and bonds, without forming part of share capital until conversion occurs. The investor does not become a partner until conversion and bears no liability for corporate obligations.
   
   
8. Full digitalization: electronic signatures, digital books, virtual registered offices, and remote meetings
   
   The bill represents a generational leap in corporate digitalization:
   Incorporation may be executed by private instrument bearing a digital signature, authenticated electronic signature, or advanced electronic signature. Public Registries must create a digital file for each company that is publicly accessible, unrestricted, and free of charge, excluding accounting and financial information. A National Companies Registry is to be established through a centralized digital platform. Companies may establish an electronic registered office and domicile, at which all notices are valid and binding. Public Registries must implement digital books within two years of the law’s entry into force. Corporate resolutions may be adopted at in-person, remote, or hybrid meetings, or even without a meeting, by minutes signed by all partners or through written consultation.
   
   
9. Corporate governance: governing body and new operating rules
   
   The bill unifies and systematizes the rules governing corporate bodies in Section XII of Chapter I, applicable as a common framework to all company types. Partners determine the organizational structure, functioning, and powers; in the absence of specific provisions, statutory rules apply.
   
   The powers of the governing body are expanded to expressly include the disposal of, or creation of encumbrances over, all or a substantial part of the company’s assets in a manner affecting its activity, as well as the granting of guarantees for third-party obligations outside the ordinary course of business. Voluntary abstention from voting is treated as a negative vote for the purposes of calculating majorities.
   
   
10. Directors/Managers: legal entities, business judgment rule, and artificial intelligence
    
    The bill introduces several significant developments. Directors and managers may be natural or legal persons, whether or not they are partners, and may be appointed for a fixed or indefinite term. Where a legal entity is appointed, it must designate a natural person for the permanent discharge of duties, and both are jointly liable.
    
    The business judgment rule is incorporated: a manager acting in good faith, without placing interests other than those of the company above its own, with sufficient information and an appropriate decision-making process, is not liable for strategic or business decisions. It is clarified that managers’ obligations are obligations of means, and their liability is in no case strict.
    
    The use of artificial intelligence systems by management bodies for operational functions or decision-making is expressly regulated, without excluding liability or relieving supervisory duties. It is further established that the managerial role is presumed to be remunerated and does not in any case give rise to an employment relationship.
    
    
11. Partners’ liability: limited as a rule, with no extension for labour or tax obligations
    
    Article 18 provides that partners limit their liability to the payment of their committed contributions, except in simple companies. It is expressly clarified that liability for corporate obligations does not extend beyond what the law provides, even in the case of labor or tax obligations. This provision resolves a long-standing debate regarding the extension of liability to partners for tax or labor debts.
    
    
12. Corporate groups and group policy
    
    Article 27 permits damages caused to controlled companies to be offset against benefits received by the controlling company or other group companies, provided such damages do not jeopardize the solvency or viability of the affected company. The controlling company and the benefiting entities guarantee such compensation by operation of law, and votes that privilege group interest must be duly justified. This constitutes express recognition of the group phenomenon, which is not specifically addressed in current law.
    
    
13. Corporate reorganizations: mergers, spin-offs, and new structures
    
    The bill systematizes corporate reorganizations in a unified Section XI and introduces significant innovations.
    
    Regarding mergers, the bill maintains the general structure but introduces the simplified merger (Article 69): where a company directly or indirectly holds all equity interests of another company or companies, it may absorb them without a resolution of the governing body of any participant. The decision lies exclusively with the absorbing company’s management body and requires only a reasoned decision, a single-day notice published 15 days in advance, and registration.
    
    Improper spin-offs (Article 67) are expressly regulated: any company may separate part of its assets by creating a new company in which the company itself (rather than its partners) will be a shareholder, unless the terms provide that a portion of the equity interests shall be allocated to the latter. This establishes a clear legal framework for a transaction that is frequently used in practice but previously lacked specific regulation.
    
    Another notable innovation is the regulation of cross-border mergers and spin-offs (Article 68): where participating companies are incorporated in different countries or governed by different laws, each must comply with the requirements of its applicable law. If the resulting or absorbing company is Argentine, the relevant provisions of this law apply.
    
    Both mergers and spin-offs result in the transfer of assets and liabilities by way of universal succession, which becomes effective upon registration with the Public Registry of the final agreement and the bylaws of the new company or the capital increase of the absorbing company. The period for creditors to file objections is 15 days from publication of the notice. Registrations arising from the transfer of assets are ordered directly by the Public Registry and communicated by official notice, without the parties needing to process each registration individually.
    
    Finally, it is clarified that mergers and spin-offs do not affect shareholders’ preferences unless otherwise provided in the terms of issuance or expressly accepted by the affected class. The termination of merger agreements for just cause prior to registration is also regulated in greater detail.
    
    
14. Shareholders’ agreements enforceable against the company
    
    Article 22 grants enforceability against the company to unanimous shareholders’ agreements, regardless of their subject matter, once their existence and content have been duly notified to the company. The company must refrain from acting in a manner that contravenes such agreements. Current law does not regulate these agreements.
    
    
15. Shares: multiple voting rights, tokens, and sector-specific shares
    
    The bill permits bylaws to create share classes carrying up to five votes per ordinary share, unlike the current law. Shares may be represented in certificates, tokens, or cryptographic units. Sector-specific shares are introduced, granting rights to dividends derived from specific business segments or projects.
    
    For SAS, each share may have any number of votes as determined by the bylaws, without limit, and shares may have no par value.
    
    
16. Corporate arbitration: a comprehensive framework
    
    Articles 136 to 141 establish a comprehensive corporate arbitration regime. An arbitration clause included in the bylaws is binding upon the company, the partners, and the members of all corporate bodies, even after they have ceased to hold their positions. Arbitrators may order nullities, interim measures, protective measures, and the intervention of corporate bodies. The choice of a foreign law as the applicable law for internal matters is permitted even for companies that do not carry out a public offering.
    
    
17. Challenge of resolutions: shorter limitation period and restrictions
    
    The bill sets a three-month limitation period for challenging corporate resolutions, without suspension or interruption. Resolutions based on business judgment are not challengeable except in cases of abuse, nor are those that cause no damage or where the result would not have differed in the absence of the defect.
    
    
18. SAS: integrated into the General Companies Law with maximum flexibility
    
    The SAS is incorporated into the new General Companies Law. It retains its flexibility: a free organizational structure, transfer restrictions of up to 10 years (extendable), flexible directors’ duties, and registration within 24 hours.
    
    
19. Stock options and compensation plans
    
    Article 217 regulates stock options over equity interests in favor of partners, managers, employees, or service providers, as part of compensation or retention plans. The plan must be approved by the majorities required for amendment of the bylaws and registered with the Public Registry, and must set out the maximum number of equity interests, the exercise price, a maximum term of ten years, and the conditions for forfeiture. Approval implies the reservation of the necessary equity interests, and partners shall have no pre-emptive subscription rights in respect thereof.
    
    
20. State oversight: simplification and CNV leadership
    
    The regime of permanent state oversight is limited to companies subject to control regimes established by special laws by virtue of their activity. The National Securities Commission (CNV) assumes exclusive and excluding jurisdiction over corporations that make a public offering. The CNV may replace provincial supervisory authorities that accede to this regime. This framework significantly simplifies state oversight compared with the current law, which establishes a broader set of cases under Article 299.
    
    
21. Entry into force and transitional provisions
    
    The law shall enter into force 180 days after its publication in the Official Gazette. Its provisions shall apply by operation of law to all existing companies, without requiring any amendment to their bylaws. Judicial or arbitral proceedings commenced prior to its entry into force shall be governed by the prior legal framework. Public Registries must adapt their electronic procedures within one year.

This bill represents the most profound transformation of Argentine corporate law in more than 50 years. Whilst it must still undergo the legislative process and its final content may be subject to modifications before enactment, its guiding principles point in a clear direction: greater contractual freedom, increased use of technology, reduced bureaucracy, and new instruments for investment and corporate governance.

Our Companies Law & Corporate Governance Department is analyzing each of these changes in detail, together with their impact on bylaws, governance structures, shareholder relationships, and investment mechanisms.

For further information, please contact:

• María Lucila Winschel
• Florencia Angélico

This message is of a general informative nature and should not be considered as legal advice. In case you need professional assistance, please contact our experts.