Companies Act 19,550 · Article 60 — Registration of administrators

Registering a change of administrators or board members (LGS art. 60)

Article 60 of the General Companies Law requires every appointment or cessation of administrators to be registered and, for an SRL and companies limited by shares, also published. Failure to register triggers article 12 without its exceptions: the unregistered change cannot be asserted against third parties.

Source: Act 19,550

What article 60

Article 60 requires registration and publication of changes in administrators and establishes unenforceability against third parties as the consequence of non-registration.

Official text · Act 19,550, art. 60

Every appointment or cessation of administrators must be entered in the corresponding registries and incorporated into the company's respective registry file. It must also be published where the company is a limited-liability company or a company limited by shares.

Failure to register shall make article 12 applicable, without the exceptions provided therein.

Source: Law 19,550, art. 60 - InfoLEG (updated official text)

Commentary

The effectiveness against third parties of a change in officers depends on registration: until the appointment, resignation, or removal is registered, the previous administrator may continue to appear externally as authorized. A resigning director therefore has a personal interest in ensuring that the cessation is registered.

The reference to article 12 without its exceptions is especially strict and prioritizes third-party protection. In practice, registering the resolution or minutes appointing company officers is a routine and necessary corporate filing.

Distinctions often confused

Internally valid appointment is not the same as Appointment enforceable against third parties. The appointment operates internally from the corporate act, but is enforceable against third parties only after registration.

Practical impact

Every change of board or management should be registered promptly. An outgoing administrator has a direct interest in ensuring registration of the cessation; an incoming administrator needs registration to evidence authority toward third parties.

Frequently asked questions

Must a change in the board be registered?

Yes. Every appointment or cessation of administrators must be registered and, for SRLs and companies limited by shares, published. Without registration, the change cannot be asserted against third parties.

I resigned as a director—is the resignation alone enough?

It is not prudent to rely on the resignation alone. Registration of the cessation should be ensured because, until registered, it is not enforceable against third parties.

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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