Corporate reorganizations

Company conversion

The company wants to adopt a different entity type, for example moving from an SRL to an SA, or from an SAS to another type, to adapt to its new stage.

In one line

In a conversion, the company neither dissolves nor is a new one created: it merely changes type while retaining its legal personality, under article 74 of Law 19,550.

First steps

Choose the target entity type
Have the conversion approved by the competent corporate body
Prepare the special conversion financial statement
Address the withdrawal right of dissenting shareholders
Approve the new bylaws and register the conversion

What conversion means

Article 74 of Law 19,550 defines conversion as the act by which a company adopts a different one of the entity types provided for, without dissolving or altering its legal personality. The company continues to be the same, with its rights and obligations.

It is common when business growth or the addition of investors makes it advisable to move to an entity type with a different governance structure, for example from an SRL to an SA.

Requirements and withdrawal rights

Articles 74 to 81 set out the requirements: approval by the corporate body, a special financial statement, publication and registration of the new entity type. Article 78 provides for the withdrawal right of shareholders who do not go along with the decision.

We assess the most suitable target entity type, draft the new bylaws, and manage the process, addressing shareholders' rights and business continuity.

Common mistakes

Believing that conversion dissolves or terminates the company
Disregarding the withdrawal right under art. 78
Omitting the special financial statement or publication
Failing to fully adapt the bylaws to the new entity type

Frequently asked questions

Does conversion create a new company?

No; the company retains its legal personality and merely changes type, under article 74 of Law 19,550.

Can shareholders withdraw?

Yes; article 78 grants a withdrawal right to those who do not go along with the conversion decision.

Can I move from an SRL to an SA?

Yes; conversion allows adopting any of the entity types provided for by law, following the required procedure.

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

Convert your company into the entity type your stage requires

We assess the target entity type and carry out the conversion. Contact us to move forward.

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