Extension and continuation: lengthening the company’s life (LGS art. 95)
Article 95 of the General Companies Law governs two tools when the term expires: extension, which must be resolved and filed before expiry, and continuation (reconducción), which allows a company whose term has expired to be restored while the liquidator’s appointment has not been registered.
What article 95
Article 95 governs extension (before expiry) and continuation (after expiry) of the company’s duration.
Extension of the company requires unanimous agreement of the members, unless otherwise agreed and subject to the rules for stock corporations and limited liability companies. The extension must be resolved and registration requested before the company’s term expires.
Continuation. Subject to the requirements of the first paragraph, continuation may be agreed while the liquidator’s appointment has not been registered, without prejudice to the liabilities under article 99. Any subsequent continuation agreement must be adopted unanimously, regardless of company type.
Source: Law 19,550, art. 95 — InfoLEG (updated official text)
Commentary
The distinction is one of timing: extension is decided and filed before expiry; continuation is decided afterward to reverse an already triggered dissolution, so long as the liquidator has not been registered. For stock corporations and SRLs, extension follows the majorities applicable to amendments.
This is highly practical: many companies allow the term to expire unnoticed and continue trading, triggering article 99 liability. Continuation is the rescue mechanism, but every continuation after the first requires unanimity. Timely extension is preferable.
Distinctions often confused
Practical impact
Monitoring the company term is essential: timely extension is straightforward; expiry requires continuation, with article 99 liability in the interim, and later continuation agreements require unanimity.
Frequently asked questions
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