Companies Act 19,550 · Article 280 — Supervisory council

The supervisory council of a stock corporation (Art. 280 LGS)

Article 280 of the General Companies Law allows for the organization of a supervisory council: an oversight body made up of three to fifteen shareholders, appointed by the shareholders' meeting, eligible for re-election and freely removable. It is an alternative to, or complement of, the supervisory board (sindicatura), with rules drawn from the regime governing the board of directors and the supervisory board.

Source: Act 19,550

What article 280

Article 280 governs the supervisory council as an optional control body made up of shareholders.

Official text · Act 19,550, art. 280

The bylaws may organize a supervisory council, made up of three to fifteen shareholders appointed by the shareholders' meeting in accordance with Articles 262 or 263, eligible for re-election and freely removable.

When the bylaws provide for a supervisory council, Articles 262 and 263 will not apply to the election of directors if directors are to be elected by that council.

Source: Law 19,550, Art. 280 — InfoLEG (updated official text)

Commentary

The supervisory council is a more 'political' form of internal control than the supervisory board: it is made up of shareholders (not necessarily professionals), which allows the partners to closely follow the management of the board of directors. It may appoint the directors if the bylaws so provide.

It is optional and uncommon in Argentine practice compared with the supervisory board. Its regime refers to numerous rules governing the board of directors and the supervisory board; where it exists, its powers should be precisely defined so they do not overlap with those of the statutory auditor.

Distinctions often confused

Supervisory council is not the same as Supervisory board (sindicatura). The council is made up of shareholders and has a broader, more political oversight role; the supervisory board is exercised by statutory auditors (often professionals) focused on legality and accounting matters.

Practical impact

The supervisory council is a governance option for companies that want more intensive shareholder oversight; its adoption and powers must be carefully set out in the bylaws.

Frequently asked questions

What is the supervisory council?

An optional oversight body made up of three to fifteen shareholders appointed by the shareholders' meeting, which oversees the management of the board of directors and may, if the bylaws so provide, appoint the directors.

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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