Companies Act 19,550 · Article 129 — Removal of a general-partnership manager

Removal of a general-partnership manager (art. 129 LGS)

A manager, whether or not a partner and even if named in the constitutive instrument, may be removed by majority at any time without cause unless otherwise agreed.

Source: Act 19,550

What article 129

Article 129 governs removal of the manager: majority removal without cause as the default, contractual just-cause protection, and withdrawal rights in certain cases.

Official text · Act 19,550, art. 129

A manager, whether or not a partner, even if appointed in the constitutive instrument, may be removed by majority decision at any time without stating cause, unless otherwise agreed.

Where the constitutive instrument requires just cause, the manager shall remain in office until a judicial decision if the existence of such cause is denied, without prejudice to provisional removal under Section XIV of Chapter I.

Any partner may seek judicial removal alleging just cause. Partners dissenting from removal of a manager whose appointment was an express condition of formation have a right of withdrawal.

Source: Law 19,550, art. 129 — InfoLEG (updated official text)

Commentary

The default is free removal by majority. A contractual just-cause clause gives the manager temporary continuity until judicial determination, subject to precautionary suspension.

If the appointment was an express condition of formation, removal changes a fundamental contractual premise and gives dissenting partners a withdrawal right.

Distinctions often confused

Removal without cause is not the same as Removal for just cause. As a rule a majority is enough; if the agreement requires just cause, a manager disputing it remains in office until judgment unless provisionally removed.

Removal as manager is not the same as Expulsion as partner. Removal ends the management office; expulsion under Article 91 ends partner status.

Practical impact

Partnership agreements should state whether manager removal requires just cause and address withdrawal consequences where the appointment was a condition of formation.

Frequently asked questions

Can a general-partnership manager be removed without cause?

Yes, by majority decision at any time unless otherwise agreed. If the agreement requires just cause, Article 129’s special rules apply.

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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