Lapse of an unregistered transformation (LGS art. 81)
Article 81 of the General Companies Law causes the transformation resolution to lapse if it has not been registered within three months, with the administrators liable for the delay.
What article 81
Article 81 provides that a transformation resolution lapses if it is not registered within the prescribed period.
The transformation resolution lapses if it has not been registered within three (3) months after its adoption, unless the period is exceeded due to the normal course of the proceedings. If publication has already been made, a new publication must announce the lapse. The administrators are jointly, severally and unlimitedly liable for losses arising from failure to register or publish.
Source: Law 19,550, art. 81 — InfoLEG (updated official text)
Commentary
It imposes speed: the transformation must be registered within three months or it lapses, and the administrators are liable for failing to pursue it in time. This prevents transformations from remaining 'in limbo'—approved but never registered.
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