Companies Act 19,550 · Article 157 — Management of the SRL

Management of the SRL (art. 157 LGS)

Management and representation of an SRL are entrusted to one or more managers, whether or not members, appointed for a fixed or indefinite term. Their rights, duties and liability are aligned with those of stock-corporation directors.

Source: Act 19,550

What article 157

Article 157 governs SRL managers: appointment, multiple managers, duties and liability.

Official text · Act 19,550, art. 157

Management and representation of the company belong to one or more managers, whether or not members, appointed for a fixed or indefinite term in the constitutive instrument or subsequently. Alternate managers may be chosen for vacancies.

Multiple managers. If there is more than one manager, the agreement may allocate functions to each or require joint or collegiate management. If silent, each manager is deemed authorized to perform any management act separately.

Rights and duties. Managers have the same rights, duties, prohibitions and incompatibilities as directors of a stock corporation. They may not, for their own account or another’s, engage in acts competing with the company without express unanimous authorization of the members.

Liability. Managers are individually or jointly and severally liable according to the organization and operating rules for management established in the agreement.

Source: Law 19,550, art. 157 — InfoLEG (updated official text)

Commentary

An SRL manager performs a role equivalent to a director of a stock corporation. A manager may be a member or third party and serve for a fixed or indefinite term. Multiple management may allocate functions or require joint action; absent a rule, each manager may act separately.

Managers are subject to director-level duties of diligence and loyalty, may not compete without unanimous authorization and incur liability according to the management structure.

Distinctions often confused

SRL manager is not the same as Stock-corporation director. Their functions are equivalent; Article 157 refers to the director regime for rights, duties and liability.

Separate management is not the same as Joint/collegiate management. Under separate authority each manager may act alone; joint or collegiate authority requires the participation set by the agreement.

Practical impact

An SRL agreement should clearly define management organization and functions because this directly affects representation and each manager’s liability.

Frequently asked questions

Who manages an SRL?

One or more managers, whether or not members, appointed in the agreement or later.

How is an SRL manager liable?

Under standards equivalent to stock-corporation directors, individually or jointly and severally depending on the management structure.

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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