Bylaw amendments

Change of corporate purpose

The company has expanded or redirected its activity and the purpose stated in the bylaws no longer reflects what it actually does.

In one line

A change of corporate purpose is a specific bylaw amendment; it must delimit precise, defined activities, without turning the purpose into an unlimited list.

First steps

Survey the company's actual and projected activity
Draft a precise and specific corporate purpose
Have the amendment approved by the competent body
Assess any applicable withdrawal rights
Register the change of corporate purpose

Why the corporate purpose matters

The corporate purpose defines the company's scope of activity and the framework of its administrators' powers. An outdated purpose can raise doubts about the validity of certain acts and cause operational or registration difficulties.

Section 11 of Law 19,550 requires the purpose to be precise and specific. We draft clear corporate purposes that cover the actual activity and its projected development, without falling into unmanageably broad lists.

Procedure for changing the corporate purpose

A change of corporate purpose is resolved as a bylaw amendment by the governing body, with the corresponding majorities, and is registered. In certain cases it may give rise to the withdrawal right of dissenting shareholders.

We assess the impact of the change, draft the new corporate purpose and handle the documentation and registration, ensuring consistency with the rest of the bylaws.

Common mistakes

Drafting generic purposes that do not delimit the activity
Operating in areas unrelated to the current corporate purpose
Ignoring the possible withdrawal right of dissenting shareholders
Failing to register the change and keeping an outdated purpose

Frequently asked questions

Can the corporate purpose include many activities?

It may cover related activities, but it must be precise and specific under Section 11 of Law 19,550.

Does a change of corporate purpose give rise to a withdrawal right?

In certain cases, yes; dissenting shareholders may have the right to withdraw, depending on the corporate form and the circumstances.

How is the change implemented?

As a bylaw amendment resolved by the governing body and registered accordingly.

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

Update your company's corporate purpose

We draft a corporate purpose tailored to your activity and handle the amendment. Contact us.

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