Documentation and registration of a merger (LGS art. 84)
Article 84 of the General Companies Law governs the documentation of a merger: execution of the instrument by the competent bodies and registry cancellation of the dissolved companies.
What article 84
Article 84 provides how a merger is documented and registered and who carries out cancellation of the dissolved companies.
Where a new merged company is formed, the instrument shall be executed by the competent bodies of the merging companies with the formalities required for the adopted company type. The management body of the newly formed company shall perform the acts required to cancel the registration of the dissolved companies, without publication. In a merger by absorption it is sufficient to comply with the rules governing amendment of the instrument or bylaws.
Source: Law 19,550, art. 84 — InfoLEG (updated official text)
Commentary
The provision distinguishes consolidation (a new company is formed, subject to the formalities of its type) from absorption (amending the absorbing company’s bylaws is sufficient). In both cases, the registrations of the dissolved companies are cancelled.
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