Requirements for transforming a company (LGS art. 77)
Section 77 lists the requirements for transformation: corporate approval, a special balance sheet, instrument, publication and registration.
What article 77
Section 77 establishes the procedure and requirements for transforming a company.
Transformation requires: 1) unanimous agreement of the members, unless otherwise agreed or provided for certain types; for a civil association transforming, a two-thirds vote; 2) preparation of a special balance sheet closed on a date no more than one month before the resolution and made available to the members; 3) an instrument of transformation; 4) publication; and 5) registration.
Source: Law 19,550, art. 77 - InfoLEG (updated official text)
Commentary
The procedure ensures information (special balance sheet), consent (majorities) and publicity (publication and registration). The special balance sheet is central to valuing the reimbursement of members exercising withdrawal rights.
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