Supervision of the SRL (art. 158 LGS)
An SRL may establish an oversight body. It is normally optional and becomes mandatory when capital reaches the statutory threshold; stock-corporation rules apply supplementarily.
What article 158
Article 158 governs SRL oversight: a statutory auditor or supervisory council is generally optional but becomes mandatory when capital reaches the threshold under Article 299(2).
An oversight body, statutory audit body or supervisory council may be established and shall be governed by the agreement.
Mandatory supervision. A statutory audit body or supervisory council is mandatory for a company whose capital reaches the amount set by Article 299(2).
Supplementary rules. Stock-corporation rules apply supplementarily to both optional and mandatory supervision. Where supervision is mandatory, the powers and duties of these bodies may not be less than those established for a stock corporation.
Source: Law 19,550, art. 158 — InfoLEG (updated official text)
Commentary
Most SRLs have no statutory auditor: supervision is optional and members retain their individual oversight rights. It becomes mandatory at the Article 299(2) capital threshold.
Where an oversight body exists, the agreement and, supplementarily, the stock-corporation regime apply; mandatory bodies cannot have reduced statutory powers.
Distinctions often confused
Practical impact
When forming or capitalizing an SRL, the current Article 299(2) threshold should be checked because it may trigger mandatory supervision.
Frequently asked questions
Does an SRL need a statutory auditor?
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