Companies Act 19,550 · Article 235 — Extraordinary shareholders’ meeting: authority

Extraordinary shareholders’ meeting: authority (art. 235 LGS)

The extraordinary meeting amends the charter and decides increases outside Article 188, capital reductions and replenishment, redemption and amortization, merger, transformation, dissolution, spin-off, limitation of pre-emption, debentures and bonuses.

Source: Act 19,550

What article 235

Article 235 reserves to the extraordinary meeting matters not assigned to the ordinary meeting and especially charter amendments and structural transactions.

Official text · Act 19,550, art. 235

The extraordinary shareholders’ meeting has authority over all matters not within the ordinary meeting’s authority, amendments to the charter and, in particular:

1) Capital increases, except under Article 188. It may delegate to the board only the timing of the issue and form and terms of payment;

2) Reduction and replenishment of capital;

3) Redemption, reimbursement and amortization of shares;

4) Merger, transformation and dissolution; appointment, removal and compensation of liquidators; spin-off; review of accounts and other matters relating to their management in liquidation;

5) Limitation or suspension of pre-emption rights for new shares under Article 197;

6) Issue of debentures and their conversion into shares;

7) Issue of bonuses.

Source: Law 19,550, art. 235 — InfoLEG (updated official text)

Commentary

The extraordinary meeting decides structural matters: everything that changes the company’s foundations or charter. Because of their importance, enhanced quorum and majority rules and often withdrawal rights apply.

The boundary with the ordinary meeting matters: increases under Article 188 may be ordinary; charter amendments, merger, spin-off, transformation and dissolution are extraordinary.

Distinctions often confused

Extraordinary meeting (Art. 235) is not the same as Ordinary meeting (Art. 234). The extraordinary meeting decides structural and charter matters with enhanced thresholds; the ordinary meeting handles recurring governance.

Increase within Art. 188 is not the same as Larger increase. The first may be ordinary; the second is extraordinary and normally entails a charter amendment.

Practical impact

Article 235 matters require strict attention to quorum, majorities and possible withdrawal rights; defects can support a challenge.

Frequently asked questions

What does the extraordinary meeting decide?

Charter amendments and structural matters such as larger capital increases, reduction, merger, spin-off, transformation, dissolution, pre-emption limitations, debentures and bonuses.

How does it differ from the ordinary meeting?

The ordinary meeting handles recurring governance; the extraordinary meeting handles structure and charter matters under stricter thresholds.

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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