Companies Act 19,550 · Article 152 — Transfer of quotas

Transfer of quotas (art. 152 LGS)

Quotas are freely transferable unless the agreement provides otherwise. A transfer becomes effective against the company upon delivery of the transfer instrument to management and against third parties upon public registration.

Source: Act 19,550

What article 152

Article 152 governs transfer of SRL quotas, effectiveness against the company and enforceability against third parties.

Official text · Act 19,550, art. 152

Quotas are freely transferable unless the agreement provides otherwise. Transfer of a quota becomes effective against the company when the transferor or transferee delivers to management an original or copy of the assignment or transfer instrument, with authenticated signatures if private.

The company or a member may exclude the newly admitted member only for just cause under Article 91, without application of the exception in its second paragraph.

Transfer of quotas is enforceable against third parties from registration with the Public Registry of Commerce, which may be requested by the company; the transferor or transferee may also request registration by producing the transfer instrument and reliable evidence that management was notified.

Source: Law 19,550, art. 152 — InfoLEG (updated official text)

Commentary

Free transferability is the default, although the agreement may impose lawful approval or pre-emption restrictions. Internal effectiveness must be distinguished from third-party enforceability.

Article 91 governs expulsion for just cause of a transferee who becomes a member.

Distinctions often confused

Effect against the company is not the same as Enforceability against third parties. The transfer is effective against the company when the instrument is delivered to management; against third parties from public registration.

SRL quotas is not the same as Stock-corporation shares. Quotas are assigned through notice to management and public registration; shares follow their own transfer and corporate-register rules.

Practical impact

An SRL sale should properly document the assignment, notify management and complete registration. Without registration, the transfer is not enforceable against third parties.

Frequently asked questions

Can SRL quotas be freely sold?

Yes as a default, subject to valid contractual restrictions.

When is the assignment enforceable against third parties?

From registration with the Public Registry of Commerce; against the company, from delivery of the instrument to management.

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