Companies Act 19,550 · Article 11 — Contents of the instrument of incorporation

What the company agreement or bylaws must contain (LGS art. 11)

Section 11 of the General Companies Law lists the matters that must appear in the company agreement or bylaws: identification of the members, name and domicile, a precise and specific corporate purpose, capital stated in Argentine currency, term, organization of management and supervision, rules for allocating results, and provisions governing operation, dissolution and liquidation.

Source: Act 19,550

What article 11

Section 11 establishes the mandatory minimum contents of the instrument of incorporation, common to all company forms (without prejudice to the requirements specific to each form). It is the basic roadmap for every company formation.

Official text · Act 19,550, art. 11

The instrument of incorporation shall contain, without prejudice to the requirements established for certain company forms:

1) The name, age, marital status, nationality, profession, domicile and identity-document number of the members;

2) The business name or corporate name, and the company's domicile. If the agreement states only the domicile, the address of the registered office shall be registered by a separate petition signed by the management body. All notices served at the registered office shall be valid and binding upon the company;

3) A statement of its corporate purpose, which must be precise and specific;

4) The capital, which shall be stated in Argentine currency, and a statement of each member's contribution. In the case of single-member companies, the capital shall be fully paid in upon incorporation;

5) The term of duration, which must be specified;

6) The organization of management, supervision and meetings of members;

7) The rules for distributing profits and bearing losses. If the agreement is silent, this shall be in proportion to contributions. If only the method of distributing profits is provided, the same rule shall apply to losses and vice versa;

8) The clauses necessary to determine precisely the rights and obligations of the members among themselves and in relation to third parties;

9) The clauses relating to the operation, dissolution and liquidation of the company.

Source: Law 19,550, art. 11 - InfoLEG (updated official text)

Commentary

Two requirements account for a large share of registry objections: the corporate purpose (which must be precise and specific - see the IGJ's criteria on single or multiple purposes) and the distinction between domicile (the jurisdiction) and registered office (the exact address), which may be registered separately so that a move within the same jurisdiction does not require an amendment to the bylaws.

Subsection 4 requires capital to be stated in Argentine currency and, for single-member companies, to be fully paid in upon incorporation. Subsection 7 provides a useful default rule: if the agreement is silent, profits and losses are allocated in proportion to contributions.

Distinctions often confused

Company domicile is not the same as Registered office. The domicile is the jurisdiction (for example, CABA); the registered office is the precise address. Registering the office separately avoids the need to amend the bylaws when the address changes within the same jurisdiction.

Precise and specific purpose is not the same as Broad or generic purpose. The purpose must delimit the activity; a vague or unlimited purpose is commonly objected to by the registry.

Practical impact

A well-drafted instrument avoids objections and registration delays. Precision in the corporate purpose, correct identification of the registered office, and sound management and dispute-resolution clauses are particularly effective in preventing future litigation.

Frequently asked questions

What is the difference between domicile and registered office?

The domicile is the jurisdiction where the company is registered; the registered office is the exact address. The office may be registered separately so that a move within the same jurisdiction does not require an amendment to the bylaws.

Can the corporate purpose be broad?

It must be precise and specific. A vague or unlimited purpose is commonly objected to by the registry; the main activities should be delimited.

In what currency must the capital be stated?

In Argentine currency. In single-member companies, the capital must also be fully paid in at incorporation.

This page is informational and does not constitute legal advice nor replace professional consultation. It quotes the official text of the rule; for its application to a specific case, consult a licensed professional.

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