Companies Act 19,550 · Article 55 — Individual inspection rights of shareholders or members

A member's right to inspect company books (LGS art. 55)

Article 55 of the General Companies Law recognizes individual inspection rights: the right of a shareholder or member to inspect company books and records and request information from management. As a general rule, this right does not apply to SRLs subject to mandatory statutory audit or to companies limited by shares, except where the latter lawfully dispense with the statutory audit body.

Source: Act 19,550

What article 55

Article 55 establishes the shareholder's or member's right to information and inspection regarding the company's affairs, together with its exclusions.

Official text · Act 19,550, art. 55

Shareholders or members may inspect the company's books and records and request from the manager or administrator such reports as they deem appropriate.

Exclusions. Unless otherwise agreed, individual inspection by shareholders or members may not be exercised in limited-liability companies falling within the second paragraph of article 158. Nor is it available to shareholders of companies limited by shares, except in the case contemplated by the final paragraph of article 284.

Source: Law 19,550, art. 55 - InfoLEG (updated official text)

Commentary

This is the basic tool through which a member may monitor management: access to books and the ability to request reports. It operates broadly in partnership-type companies and SRLs not subject to a mandatory statutory audit body.

The exclusions follow a structural logic: where there is a statutory audit body (the Argentine sindicatura) in a large SRL or an S.A., individual inspection gives way to institutional supervision. But when an S.A. validly dispenses with the sindicatura under article 284, individual inspection rights under article 55 revive—the counterpart of having no statutory auditor.

Distinctions often confused

Individual inspection (art. 55) is not the same as Supervision by statutory auditor / sindicatura (art. 284). Article 55 provides direct inspection by the shareholder or member. Where a statutory audit body is mandatory, that individual control shifts to the corporate organ. Without a statutory auditor, article 55 rights revive.

Practical impact

In closely held S.A.s that dispense with the sindicatura, the shareholder's right to inspect books under article 55 is central; refusal often leads to court applications for production or inspection. Such requests should be processed and documented carefully.

Frequently asked questions

May a shareholder or member ask to inspect the company's books?

Yes, subject to the statutory exclusions: individual inspection does not apply to SRLs with mandatory sindicatura or to companies limited by shares, unless an S.A. has lawfully dispensed with the sindicatura under article 284.

What if the S.A. has no statutory auditor?

The shareholders then recover the individual inspection rights of article 55: they may examine books and records and request reports.

This page is informational and does not constitute legal advice nor replace professional consultation. It quotes the official text of the rule; for its application to a specific case, consult a licensed professional.

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