Free transferability and its limits (art. 214 LGS)
Transfer is free; the charter may restrict transferability of registered or book-entry shares but may not prohibit transfer, and the restriction must appear on the certificate or account record.
What article 214
Article 214 establishes free transferability of shares and permits charter restrictions that do not amount to a prohibition.
Transfer of shares is free. The charter may limit the transferability of registered or book-entry shares, but may not prohibit their transfer. The limitation must appear on the certificate or in the account entries.
Source: Law 19,550, art. 214 — InfoLEG (updated official text)
Commentary
Circulability distinguishes the stock corporation from personal companies. Rights of first refusal or consent clauses may screen outsiders but cannot permanently lock in a shareholder.
Do you need advice on this matter?
The firm is headquartered in Buenos Aires, Argentina, and advises clients worldwide.
Contact the firm