What administrators may do after dissolution (LGS art. 99)
Article 99 of the General Companies Law restricts administrators once a dissolution ground occurs: they may address only urgent matters and take the measures needed to commence liquidation. Any operation outside those purposes makes them jointly, severally and unlimitedly liable to third parties and members.
What article 99
Article 99 establishes the duties of administrators after a dissolution ground and their aggravated liability for new operations.
After expiry of the company’s term, a dissolution resolution, or a declaration that a dissolution ground has occurred, the administrators may attend only to urgent matters and must take the measures necessary to commence liquidation.
Liability. Any operation outside those purposes makes them jointly, severally and unlimitedly liable to third parties and members, without prejudice to the latter’s liability.
Source: Law 19,550, art. 99 — InfoLEG (updated official text)
Commentary
Once the ground occurs—for example, expiry of the term—the administrator’s role changes: management of a going concern gives way to preservation and liquidation. Only urgent matters and steps toward liquidation are permitted.
The sanction is strong: for new operations unrelated to liquidation, the administrator is jointly, severally and unlimitedly liable, even where liability would normally be limited. This strongly discourages carrying on as usual after a dissolution ground.
Distinctions often confused
Practical impact
Expiry of the company term is common and easily overlooked: continuing operations exposes administrators to personal liability. The term should be monitored and, where appropriate, the company continued or liquidation commenced.
Frequently asked questions
What may an administrator do after a dissolution ground?
What if the company term expires and business continues?
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