Companies Act 19,550 · Article 215 — Transfer of shares

Transfer of shares (art. 215 LGS)

Transfers and real rights encumbering shares must be notified in writing and entered in the relevant register or account; they take effect against the company and third parties from registration.

Source: Act 19,550

What article 215

Article 215 governs transfer of registered and book-entry shares and its effectiveness against the company and third parties.

Official text · Act 19,550, art. 215

The transfer of registered or book-entry shares and of real rights encumbering them must be notified in writing to the issuing company or the entity keeping the register and entered in the relevant book or account. It takes effect against the company and third parties from registration.

For book-entry shares, the issuing company or registry entity shall notify the account holder of any debit due to transfer of shares within ten (10) days after registration, at the address on record.

Endorsable shares are transferred through an uninterrupted chain of endorsements, and the endorsee shall request registration in order to exercise the rights.

Source: Law 19,550, art. 215 — InfoLEG (updated official text)

Commentary

In Argentina, shares are generally non-endorsable registered shares or book-entry shares: delivery alone is not enough. Transfer must be notified and registered to be effective against the company and third parties.

This is an internal entry in the company’s register or with the registry entity and should not be confused with the Public Registry. It determines who may vote, receive dividends and exercise other shareholder rights.

Distinctions often confused

Share transfer (Art. 215) is not the same as SRL quota transfer (Art. 152). Shares transfer through notice and entry in the share register; SRL quotas require an assignment, notice to management and Public Registry filing.

Share-register entry is not the same as Public Registry filing. The first is the internal ownership register; the second publicizes the charter and corporate acts subject to filing.

Practical impact

In every share sale, entry in the share register is what makes the buyer a shareholder as against the company. Poorly maintained registers create ownership uncertainty and disputes.

Frequently asked questions

When does a purchaser become a shareholder as against the company?

Upon registration of the transfer in the share register, after written notice.

Is delivery of the certificate enough?

Not for non-endorsable registered or book-entry shares: notice and registration are required.

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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