Contributing the use or enjoyment of an asset rather than ownership (LGS art. 45)
Article 45 of the General Companies Law presumes that assets are contributed in ownership unless expressly stated otherwise; contributions of use or enjoyment are permitted only in partnership-type companies and, in an SRL or S.A., only as ancillary obligations.
What article 45
Article 45 distinguishes a contribution of ownership from a contribution of use or enjoyment and determines which company types permit each.
Assets are presumed to have been contributed in ownership unless their contribution for use or enjoyment is expressly stated. A contribution of use or enjoyment is authorized only in partnership-type companies. In limited-liability companies and companies limited by shares, such contributions are admissible only as ancillary obligations.
Source: Law 19,550, art. 45 - InfoLEG (updated official text)
Commentary
A contribution in ownership transfers title to the company; a contribution of use or enjoyment transfers only the right to use the asset. In an SRL and S.A., because stated capital must be funded with enforceable assets (art. 39), use or enjoyment cannot constitute capital and must instead be structured as an ancillary obligation.
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