Companies Act 19,550 · Article 236 — Calling a shareholders’ meeting

Calling a shareholders’ meeting (art. 236 LGS)

The board or statutory auditor calls meetings where required by law or deemed necessary. Shareholders holding at least 5% of capital, or less if the charter allows, may demand a meeting and specify the matters; if the organs fail to act, the supervisory authority or court may call it.

Source: Act 19,550

What article 236

Article 236 governs who calls meetings and the right of shareholders holding at least 5% of capital to require one.

Official text · Act 19,550, art. 236

Ordinary and extraordinary shareholders’ meetings shall be called by the board or statutory auditor in the cases provided by law, whenever either deems it necessary, or when requested by shareholders representing at least five percent (5%) of share capital, unless the charter sets a lower threshold.

In the latter case, the request shall state the matters to be considered and the board or statutory auditor shall call the meeting to be held within no more than forty (40) days after receipt of the request.

If the board or statutory auditor fails to do so, the meeting may be called by the supervisory authority or by a court.

Source: Law 19,550, art. 236 — InfoLEG (updated official text)

Commentary

Calling a meeting normally belongs to the board or statutory auditor, but the 5% minority right is a key tool to force consideration of issues.

If the corporate organs fail to call the meeting, the minority may turn to the IGJ/supervisory authority or the courts. This counters management obstruction.

Distinctions often confused

Call by board/auditor is not the same as Call at minority request. The first is the normal route; the second is a minority right and, if ignored, permits administrative or judicial intervention.

Practical impact

A shareholder or group with 5% can require a meeting and, if ignored, seek an IGJ or court call; this is a central minority-protection mechanism.

Frequently asked questions

Who calls a shareholders’ meeting?

The board or statutory auditor, and they must also do so at the request of shareholders holding at least 5% of capital or any lower charter threshold.

What if they do not call it?

The supervisory authority or a court may call the meeting.

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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