When a shareholder or member acquires rights and obligations (LGS art. 36)
Article 36 of the General Companies Law establishes the commencement of a shareholder's or member's rights and obligations: from the date stated in the company agreement, while also imposing liability for prior acts carried out in the company's name.
What article 36
Article 36 determines when a shareholder's or member's rights and obligations arise and how they extend to prior acts.
The rights and obligations of shareholders or members begin on the date established in the company agreement. Prior acts. Without prejudice to the foregoing, they are also liable for acts carried out, in the name or on behalf of the company, by those who had represented and managed it up to that time, in accordance with the provisions applicable to each type of company.
Source: Law 19,550, art. 36 - InfoLEG (updated official text)
Commentary
The provision fixes the starting point of the corporate relationship and clarifies that acts carried out on the company's behalf before that date may also give rise to liability under the rules governing the relevant company type. It is important for allocating responsibility during the formation stage.
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