Contribution of receivables to a company (LGS art. 41)
Article 41 of the General Companies Law governs the contribution of receivables: the company becomes assignee merely through their inclusion in the company agreement, and the contributor is liable for the existence and validity of the receivable.
What article 41
Article 41 sets the rules for contributing receivables and the contributor's liability if they cannot be collected.
In contributions of receivables, the company becomes assignee by the mere statement thereof in the company agreement. The contributor is liable for the existence and validity of the receivable. If it cannot be collected at maturity, the member's obligation is converted into an obligation to contribute a sum of money, which must be paid within thirty (30) days.
Source: Law 19,550, art. 41 - InfoLEG (updated official text)
Commentary
A person contributing a receivable warrants that it exists and is valid; if it cannot be collected at maturity, it must be replaced with cash within 30 days. Thus, contributing a receivable does not shift the collection risk to the company and protects the integrity of capital.
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