Bylaw amendment

The company needs to amend one or several clauses of its bylaws or articles of association to adapt them to new decisions or requirements.

When and how the bylaws are amended

Section 11 of Law 19,550 sets out the basic content of the incorporation document. Any change to those aspects — corporate purpose, capital, term, registered office, management — constitutes an amendment that must be adopted by the competent body.

In an SA the amendment is resolved by the extraordinary general meeting; in an SRL, by the shareholders' meeting with the majorities set out in the articles of association or by law. We draft the minutes, the amended text, and handle the registration.

Formalities and registration

The amendment only becomes fully effective vis-à-vis third parties once registered. We verify the majorities, notice of meeting and quorum so that the resolution is not exposed to challenges.

We coordinate publication where applicable and the filing of documentation, ensuring consistency between the minutes, the consolidated text and the bylaws in force.

Common mistakes

• Amending the bylaws by private agreement without a resolution of the governing body
• Failing to meet the required majorities or notice of meeting
• Omitting registration and assuming the amendment is already effective vis-à-vis third parties
• Leaving contradictions between the minutes and the consolidated text

Frequently asked questions