Liability of the nominee and the undisclosed member (LGS art. 35)
Section 35 of the General Companies Law provides the consequence of the prohibition in article 34: the nominee member and the undisclosed member are liable subsidiarily, jointly and severally, and without limit, in accordance with article 125.
What article 35
Section 35 establishes aggravated liability for nominee and undisclosed members.
A breach of the preceding article shall make the ostensible or nominee member and the undisclosed member subsidiarily, jointly and severally, and without limit liable in accordance with article 125 of this Law.
Source: Law 19,550, art. 35 - InfoLEG (updated official text)
Commentary
The person lending the name is bound like a partner in a general partnership (art. 125), and the undisclosed member cannot escape liability by remaining hidden: both answer with their assets. This is the sanction designed to discourage interposition of persons in companies.
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