How to avoid dissolution by removing the ground (LGS art. 100)

Article 100 of the General Companies Law permits a dissolution ground to be removed and the company to continue if the governing body so decides, the ground is eliminated and the activity remains economically and socially viable. It also provides an interpretive rule favoring survival of the company in cases of doubt.

What article 100

Article 100 governs removal of dissolution grounds and establishes preservation of the business as an interpretive principle.

Source: Law 19,550, art. 100 — InfoLEG (updated official text)

Commentary

Article 100—as amended in 2015—favors business continuity over extinction. Once a ground occurs, members may reverse it by eliminating the cause (for example, restoring lost capital) and showing viability, provided this occurs before registry cancellation and without prejudice to third parties or liabilities already assumed.

The second paragraph’s interpretive rule is practical: where there is doubt whether a dissolution ground exists, the interpreter must favor keeping the company alive. This gives statutory expression to the principle of preservation of the business.

Distinctions often confused

Practical impact

When a dissolution ground arises, the safest course is to convene the governing body, document elimination of the cause and viability, and resolve removal before any registry cancellation.

Frequently asked questions