The non-waivable right to approve and challenge the financial statements (LGS art. 69)

Section 69 of the General Companies Law protects a basic shareholder or member right: the right to approve and challenge the financial statements and to adopt decisions concerning them is non-waivable, and any agreement to the contrary is void.

What article 69

Section 69 establishes the non-waivable nature of the shareholder's or member's rights concerning financial statements.

Source: Law 19,550, art. 69 - InfoLEG (updated official text)

Commentary

Approval of the financial statements is an essential control act, so the statute makes the right non-waivable. A shareholder or member cannot validly agree not to review or challenge the statements; such an agreement is void.

The right is typically exercised at the ordinary shareholders' meeting considering the financial statements (art. 234). Its non-waivable nature strengthens shareholder remedies where management seeks to insulate its figures from scrutiny.

Distinctions often confused

Practical impact

No clause may deprive a shareholder or member of the right to review and challenge financial statements. It is a cornerstone of corporate oversight and should be considered in shareholders' agreements.

Frequently asked questions