Novedades

Characteristics and performance of the Limited Liability Company (SRL)

In the limited liability company, the partners limit their responsibility to the effective contributions of the assets they have committed to make (the committed contributions). 

However, they will be liable to third parties with all their assets to cover the total contributions committed by all partners and will guarantee in the same way that the assets delivered to the company were correctly valued.

The number of members of the company cannot exceed of fifty.

The capital of the company is divided into quotas. All quotas must have the same value, which must be ten pesos ($ 10) or their multiples.

As a consequence of the limitation of liability, the contributions that may be made are in cash or in kind, and when its in kind it must given at the time of incorporation. When the contribution is in cash, the partners may pay in at least 25% and the balance within a maximum term of 2 years.

 

As a general principle, quotas can be transferred from one person to another freely, but the social contract may establish certain limitations to those transmissions, but cannot be prohibited. The reason of this limitation is that in this type of company, the personal factor of each one of the partners is important. One of the limitations to which we refer for the transfer of quotas is to grant the right to the partners to acquire the quotas of any of the partners that they want to sell with priority to a third party, for which the procedure must be established. The other limitation may be to require approval of the transfer of quotas by certain majorities. The law requires that the refusal to grant approval for the transfer of quotas should be reasonable.

 

The body of the company that is responsible for the administration and representation of the company is the management, which consists of managers, which may be partners or not. The term of their performance can be determined or for an indeterminate period of time.

The managers of these type of companies must have, in the majority, their residence in Argentina. Its also applicable to them, the rules of directors regarding their liability.

 

It can be set to the contract an organ of internal control, called supervisory board or committee. If the corporate capital exceeds $ 10,000,000, then the company must necessarily have an internal control body such as those indicated.

 

The resolutions of the company are adopted by partners. The contract must establish how these decisions will be taken. Usually decisions are made at the Members Meeting. However, the law provides for other ways of making decisions that do not require members meetings.

 

When the decision is related with the amendment f the social contract, the required majority may be more than half of the capital or three quarters, if any of the partners has the majority necessary to take the decision alone. 

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