Liability for concealing circumstances under art. 299 (art. 305 LGS)
Article 305 of the General Companies Law holds liable the directors and statutory auditors who fail to notify the controlling authority that the company has come to fall within article 299, or who evade oversight.
What article 305
Article 305 sets out the liability for evading state oversight.
Directors and statutory auditors shall be unlimitedly and jointly and severally liable where they had knowledge of any of the circumstances provided for in article 299 and did not notify it to the controlling authority. Those who have evaded or attempted to evade oversight shall be subject to the penalties determined by law.
Source: Law 19,550, art. 305 — InfoLEG (updated official text)
Commentary
Coming to fall within art. 299 (by increasing capital, etc.) requires notifying the agency; concealing it to evade permanent control gives rise to personal liability of directors and statutory auditors.
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