Replacement of the statutory auditor upon vacancy (art. 291 LGS)
Article 291 of the General Companies Law governs the replacement of the statutory auditor (síndico) upon vacancy or disqualification, through the alternate or, failing that, by the shareholders' meeting.
What article 291
Article 291 sets out the replacement of the statutory auditor in the event of a vacancy.
In the event of a temporary or definitive vacancy, or should a ground for disqualification arise, the statutory auditor shall be replaced by the corresponding alternate. Where the alternate cannot act, the board of directors shall immediately call a shareholders' meeting to make the appointments needed to complete the term.
Source: Law 19,550, art. 291 — InfoLEG (updated official text)
Commentary
It ensures continuity of oversight: if the statutory auditor is absent or becomes disqualified, the alternate steps in; and if the alternate cannot act either, the shareholders' meeting appoints a replacement. The company is never left without oversight.
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