Effects of unregistered amendments (LGS art. 12)

Section 12 of the General Companies Law addresses amendments to the company agreement that have not been registered: they bind the members who executed them, but are not enforceable against third parties. Third parties may invoke them against the company and its members, except in share companies and SRLs.

What article 12

Section 12 establishes the effects of unregistered amendments to the company agreement as between the members and in relation to third parties.

Source: Law 19,550, art. 12 - InfoLEG (updated official text)

Commentary

The rule governs the effect against third parties of amendments: among the members they operate from the time they are agreed; as against third parties, only from registration. Until registered, the company cannot rely on them against a third party, although the third party may invoke them where advantageous.

The exception for share companies and SRLs reflects their stricter publicity regime: in those forms, third parties cannot rely on an unregistered amendment either. The practical lesson is the same: amendments should always be registered.

Distinctions often confused

Practical impact

Operating under amended but unregistered bylaws creates uncertainty: the company cannot enforce the amendment against third parties. Timely registration avoids the issue.

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