Minor or incapacitated heirs as members (LGS art. 28)
Section 28 of the General Companies Law protects minor heirs, incapacitated heirs, or persons with restricted capacity in companies formed with inherited assets subject to mandatory indivision: they may participate only with limited liability and with court approval.
What article 28
Section 28 requires limited liability and court approval for minor or incapacitated heirs in companies involving mandatory inheritance indivision.
In a company formed with assets subject to mandatory indivision by inheritance, minor heirs, incapacitated persons or persons with restricted capacity may be members only with limited liability. The instrument of incorporation must be approved by the probate court. If a conflict of interest with the legal representative may arise, an ad hoc representative shall be appointed.
Source: Law 19,550, art. 28 - InfoLEG (updated official text)
Commentary
The rule prevents exposure of the minor's or incapacitated person's assets: the participation must carry limited liability (interests or shares) and the agreement is subject to judicial review. The issue commonly arises in family businesses inherited by protected persons.
Do you need advice on this matter?
The firm is headquartered in Buenos Aires, Argentina, and advises clients worldwide.
Contact the firm