Companies Act 19,550 · Article 150 — Guarantee of contributions

Guarantee of contributions (art. 150 LGS)

Members jointly and severally and without limit guarantee third parties that contributions will be fully paid. Limited liability in an SRL is therefore not absolute.

Source: Act 19,550

What article 150

Article 150 governs members’ guarantees for payment of SRL contributions, overvaluation of contributions in kind and effects of quota transfers.

Official text · Act 19,550, art. 150

Members jointly and severally and without limit guarantee third parties the payment of contributions.

Overvaluation of contributions in kind. Overvaluation of contributions in kind at formation or a capital increase makes the members jointly and severally and unlimitedly liable to third parties for the period stated in the last paragraph of Article 51.

Transfer of quotas. The transferor’s guarantee remains for company obligations incurred up to registration. The transferee guarantees contributions under the first two paragraphs without distinction between obligations arising before or after registration. A transferor who has not fully paid in the quotas is jointly and severally liable with the transferee for amounts still due.

Agreement to the contrary. Any agreement to the contrary is ineffective against third parties.

Source: Law 19,550, art. 150 — InfoLEG (updated official text)

Commentary

SRL limited liability has an important exception: all members guarantee third parties that contributions are effectively paid. If one member fails to pay in, the others may be exposed.

The guarantee is particularly important when valuing contributions in kind and transferring quotas. The transferor retains certain guarantees and the transferee assumes the contribution guarantee.

Distinctions often confused

Limited liability (Art. 146) is not the same as Contribution guarantee (Art. 150). General liability is limited to quotas, but members guarantee third parties that contributions are effectively paid.

Transferor is not the same as Transferee. The transferor retains guarantees for pre-registration obligations; the transferee assumes the contribution guarantee regardless of timing.

Practical impact

When contributing property or buying SRL quotas, valuation and payment status must be checked carefully. Article 150 is a concrete due-diligence risk.

Frequently asked questions

Is SRL liability truly limited?

Generally yes, but Article 150 imposes joint-and-several unlimited guarantees toward third parties for payment of contributions.

Does a purchaser of quotas assume contribution risks?

Yes. The transferee takes on the contribution guarantee, while the transferor may remain liable in specified circumstances.

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.

Do you need advice on this matter?

The firm is headquartered in Buenos Aires, Argentina, and advises clients worldwide.

Contact the firm