Companies Act 19,550 · Article 244 — Extraordinary meeting: quorum and majorities

Extraordinary meeting: quorum and majorities (art. 244 LGS)

First call requires 60% of voting shares and second call 30%, subject to the charter. Certain structural decisions require a majority of all voting shares, without multiple-vote privileges.

Source: Act 19,550

What article 244

Article 244 governs quorum and voting thresholds at extraordinary meetings and special enhanced-majority cases.

Official text · Act 19,550, art. 244

An extraordinary shareholders’ meeting on first call requires shareholders representing sixty percent (60%) of voting shares, unless the charter requires a higher quorum.

Second call. On second call, shareholders representing thirty percent (30%) of voting shares are required, unless the charter sets a higher or lower quorum.

Majority. In both cases, resolutions shall be adopted by an absolute majority of votes present that may be cast on the decision, unless the charter requires more.

Special cases. For transformation, extension or reconduction (except public-offering or listed companies), early dissolution, transfer of domicile abroad, fundamental change of corporate purpose, and total or partial replenishment of capital, on first or second call, resolutions require the affirmative vote of a majority of all voting shares, without multiple-vote privileges. This also applies to merger and spin-off, except for the absorbing company, which follows capital-increase rules.

Source: Law 19,550, art. 244 — InfoLEG (updated official text)

Commentary

The article distinguishes quorum, the minimum presence to deliberate, from majority, the votes needed to approve. The ordinary extraordinary-meeting rule is 60%/30% quorum and an absolute majority of votes present.

Special cases receive enhanced protection: a majority of all voting shares is required and multiple-vote privileges do not apply.

Distinctions often confused

Quorum is not the same as Majority. Quorum is the minimum presence for the meeting to act; majority is the number of votes needed to approve.

Ordinary majority is not the same as Special-case majority. Generally an absolute majority of votes present suffices; special cases require a majority of all voting shares, without multiple voting.

Practical impact

Extraordinary meetings require careful calculation of quorum and voting thresholds, especially in special cases; mistakes can support a challenge.

Frequently asked questions

What quorum is required for an extraordinary meeting?

60% of voting shares on first call and 30% on second call, subject to permitted charter thresholds.

What are the special cases?

Structural decisions such as transformation, merger, spin-off, fundamental change of purpose, early dissolution, transfer of domicile abroad and capital replenishment, requiring a majority of all voting shares without multiple voting.

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.

Do you need advice on this matter?

The firm is headquartered in Buenos Aires, Argentina, and advises clients worldwide.

Contact the firm