Companies Act 19,550 · Article 245 — Withdrawal right

Withdrawal right (art. 245 LGS)

A shareholder dissenting from certain structural decisions may leave the company. A present shareholder who voted against has five days; an absent shareholder has fifteen days after closing. Reimbursement uses the latest balance-sheet value, and clauses excluding or burdening the right are void.

Source: Act 19,550

What article 245

Article 245 governs when a dissenting shareholder may withdraw from the company and obtain reimbursement for the shares.

Official text · Act 19,550, art. 245

Shareholders dissenting from the amendments included in the last paragraph of the preceding article, except early dissolution and shareholders of the absorbing company in a merger and in a spin-off, may withdraw from the company with reimbursement of the value of their shares. They may also withdraw in capital increases within extraordinary-meeting authority that require a cash outlay, voluntary withdrawal from public offering or listing, and continuation of the company in the case of Article 94(9).

Holders. Without prejudice to Article 244 for determining the majority, withdrawal may only be exercised by shareholders present who voted against the decision within the fifth day, and by absent shareholders proving shareholder status at the time of the meeting within fifteen (15) days after its closing.

Determination of value. Shares shall be reimbursed at the value resulting from the latest balance sheet prepared or required to be prepared under legal or regulatory rules.

Nullity. Any provision excluding the withdrawal right or making its exercise more burdensome is void.

Source: Law 19,550, art. 245 — InfoLEG (updated official text)

Commentary

Withdrawal is the exit valve for a shareholder who does not accept a fundamental change in the investment bargain: rather than remain bound, the shareholder may leave and receive reimbursement.

The deadlines are short and preclusive. Balance-sheet value may be disputed where it diverges from economic value; the statute invalidates clauses that remove or worsen the right.

Distinctions often confused

Withdrawal right is not the same as Challenge (Art. 251). Withdrawal accepts the resolution but permits exit with reimbursement; a challenge seeks to annul the resolution. They are distinct remedies.

Present dissenting shareholder is not the same as Absent shareholder. A present shareholder who voted against has 5 days; an absent shareholder proving status has 15 days after closing.

Practical impact

When structural resolutions are adopted, a dissenting shareholder must quickly choose between withdrawal and challenge. Deadlines are short and reimbursement valuation is often the center of dispute.

Frequently asked questions

When is withdrawal available?

For certain structural decisions, extraordinary capital increases requiring an outlay, voluntary delisting/public-offering withdrawal and other statutory cases, subject to stated exceptions.

What is the deadline?

Five days for a present shareholder who voted against and fifteen days after closing for an absent shareholder proving status.

How is reimbursement calculated?

Using the value from the latest balance sheet prepared or required; clauses excluding or burdening the right are void.

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