Companies Act 19,550 · Article 146 — SRL: characteristics

What is an SRL: quotas and member limit (Art. 146 LGS)

In an SRL, capital is divided into quotas and members limit their liability to paying in the quotas they subscribe or acquire, without prejudice to the guarantee under Article 150. The number of members may not exceed fifty.

Source: Act 19,550

What article 146

Article 146 defines the SRL’s core features: quota capital, limited liability and a cap on the number of members.

Official text · Act 19,550, art. 146

The capital is divided into quotas; members limit their liability to payment of the quotas they subscribe or acquire, without prejudice to the guarantee referred to in Article 150.

Maximum number of members. The number of members shall not exceed fifty.

Source: Law 19,550, art. 146 — InfoLEG (updated official text)

Commentary

The SRL is widely used by closely held and medium-sized businesses because it combines limited liability with a simpler structure than a stock corporation. Capital is divided into quotas, transferred by assignment, and management is entrusted to managers.

Two limits matter: no more than fifty members and the Article 150 guarantee, under which members guarantee third parties the payment and effectiveness of contributions.

Distinctions often confused

SRL is not the same as Stock corporation. An SRL has quotas, a 50-member cap and managers; a stock corporation has shares, no such shareholder cap and a board of directors.

Limited liability is not the same as Article 150 guarantee. A member’s liability is generally limited to subscribed quotas, but members guarantee third parties that contributions are effectively paid in.

Practical impact

An SRL suits closely held businesses with a limited number of members. Exceeding fifty members or seeking capital-market access generally points toward a stock corporation. Article 150 makes proper payment of contributions essential.

Frequently asked questions

How many members may an SRL have?

Up to fifty. If that number is exceeded, the company must adopt an appropriate type.

Is liability in an SRL completely limited?

No. Members generally limit liability to their quotas, but Article 150 imposes joint-and-several and unlimited guarantees toward third parties for payment of contributions.

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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