Ancillary obligations of shareholders or members (LGS art. 50)
Article 50 of the General Companies Law permits ancillary obligations: obligations undertaken by shareholders or members that do not form part of stated capital, must appear in the company agreement, may not consist of money, and must be clearly distinguished from capital contributions.
What article 50
Article 50 governs ancillary obligations: their content, requirements, and rules for amendment.
It may be agreed that shareholders or members shall perform ancillary obligations. Such obligations do not form part of stated capital and must be set out in the company agreement, specifying their content, duration, manner of performance, remuneration and sanctions; they must be clearly distinguished from contributions; they may not consist of money; and they may be amended only as agreed or, in the absence of such agreement, with the consent of those bound and the majority required to amend the company agreement.
Source: Law 19,550, art. 50 - InfoLEG (updated official text)
Commentary
Ancillary obligations are the mechanism for incorporating obligations to perform—work, know-how, supply commitments—into an SRL or S.A., where stated capital itself may consist only of enforceable assets. They are not capital, but they organize valuable commitments made by a member to the company.
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