Company incorporation

Forming an SRL

You are looking for a closely held company, with few shareholders and limited liability, commonly used by family businesses and SMEs.

In one line

The SRL divides its capital into quotas, not shares; it is governed by Law 19,550 and differs from the SA in its transfer and management regime.

First steps

Identify the shareholders and define each one's quotas
Choose a company name with the SRL designation
Draft the corporate purpose and the management regime
Set the capital and how it will be paid up
Establish restrictions on the assignment of quotas

Characteristics of the SRL

The Limited Liability Company (SRL) is regulated by the General Companies Law 19,550. Its capital is divided into quotas and shareholders are liable for the payment of the quotas they subscribe, which makes it a traditional form for businesses with a stable group of shareholders.

The number of shareholders is limited by law and management is carried out by a management body, which may be a single manager or several. It is a suitable form for family businesses and SMEs that value a simple and predictable structure.

Quotas and transfer regime

The transfer of quotas may be subject to restrictions under the bylaws, including preemptive rights for the other shareholders. We design these clauses to keep control within the founding group.

We draft the articles of association providing for the majorities required for ordinary and extraordinary decisions, how management operates, and the rules for profit distribution.

Common mistakes

Failing to regulate the transfer of quotas and becoming exposed to unwanted shareholders
Choosing the SRL when the project anticipates multiple investors
Omitting the majority rules for key decisions
Setting up management without clear representation rules

Frequently asked questions

How does the SRL differ from the SA?

The SRL divides its capital into quotas and is usually closely held; the SA issues shares and allows for greater opening of its capital.

How are quotas transferred?

By assignment, which may be subject to restrictions and preemptive rights provided for in the articles of association.

Who manages the SRL?

A management body, which may be a single manager or several, with the representation powers set out in the articles of association.

This page is informational and does not replace professional advice on your specific case. It does not imply any promise of results.

Form your SRL on solid foundations

We structure your company and its articles of association to suit your business. Contact us to get started.

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