Companies Act 19,550 · Article 90 — Death of a member

What happens when a member dies (LGS art. 90)

Article 90 of the General Companies Law governs what happens when a member dies in partnerships: death partially terminates the agreement. In general and limited partnerships it may be agreed that the company will continue with the heirs; that agreement binds them without a new contract, although they may condition entry on converting their interest into a limited-partner interest.

Source: Act 19,550

What article 90

Article 90 establishes the effect of a member’s death in partnerships and permits an agreement to continue with the heirs.

Official text · Act 19,550, art. 90

In general partnerships, limited partnerships, capital-and-industry partnerships and participation companies, the death of a member partially terminates the agreement.

In general and limited partnerships it is lawful to agree that the company will continue with the heirs. Such agreement binds them without a new contract, but they may condition their admission on converting their interest into that of a limited partner.

Source: Law 19,550, art. 90 — InfoLEG (updated official text)

Commentary

In partnerships, the identity of the member is intuitu personae: as a rule, death partially terminates the agreement and entitles the heirs to liquidation of that interest. The company continues with the remaining members.

The law allows advance planning through a continuation agreement with the heirs, which automatically binds them; as a counterbalance, heirs may enter with limited liability by converting the interest into a limited-partner interest. In an SRL or SA, death does not have this effect: the equity interest passes by succession under the rules of the particular type.

Distinctions often confused

Partnerships (art. 90) is not the same as SRL and SA. In partnerships, a member’s death partially terminates the agreement; in an SRL or SA, the quota or share passes to the heirs under the rules of the relevant type.

Practical impact

In family companies and partnerships, the constitutive instrument should address a member’s death: a well-drafted continuation clause avoids disputes with heirs and surviving members.

Frequently asked questions

Does the death of a member dissolve the company?

In partnerships it partially terminates the agreement (the company continues without that member), unless there is an agreement to continue with the heirs. In an SRL or SA the equity interest passes by succession.

May the company be required to continue with the heirs?

Yes, in general and limited partnerships. The clause binds the heirs, who may condition entry on converting the interest into a limited-partner interest.

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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