Companies Act 19,550 · Article 210 — Liability of transferor of unpaid shares

Liability of transferor of unpaid shares (art. 210 LGS)

A transferor who has not completed payment remains jointly and severally liable without limit for amounts owed by transferees; if the transferor pays, that person becomes a co-owner of the shares in proportion to the amount paid.

Source: Act 19,550

What article 210

Article 210 governs liability of a person transferring shares that have not been fully paid up.

Official text · Act 19,550, art. 210

A transferor who has not completed payment of the shares is jointly and severally liable without limit for payments due by the transferees.

A transferor who makes any payment shall become co-owner of the transferred shares in proportion to the amount paid.

Source: Law 19,550, art. 210 — InfoLEG (updated official text)

Commentary

Selling unpaid shares does not release the seller from the outstanding contribution: the seller remains jointly and severally liable without limit for what the buyer owes the company.

If the transferor pays the outstanding contribution, the statute recognizes proportional co-ownership of the shares. Share-payment status should therefore be checked in every share transfer.

Distinctions often confused

Fully paid shares is not the same as Partly paid shares. A transfer of fully paid shares leaves no contribution liability; for partly paid shares, the transferor remains liable for the outstanding payment.

Practical impact

Checking whether shares are fully paid is an essential due-diligence step because transfers of partly paid shares trigger Article 210 liability.

Frequently asked questions

Who must pay the outstanding amount when partly paid shares are sold?

The transferee owes it, but the transferor is jointly and severally liable without limit; if the transferor pays, co-ownership arises in proportion to that payment.

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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