ADJUNTAMOS TRADUCCIÓN AL INGLÉS DE LOS CAMBIOS INTRODUCIDOS A LA LEY DE SOCIEDADES COMERCIALES POR LA RECIENTE LEY DE PRESUPUESTO LEY 19924 DEL 18 DE DICIEMBRE DE 2020.
Article 12 (A company’s name) A company´s name shall include the company type, either in full or short form, or using an acronym.
A company shall have wide discretion to create its own name, and such name may include the name of one or more natural persons or use an acronym. A company’s name may not be the same as the name of another preexisting company.
Article 97 (Consideration of financial statements. Communication) Documents referred to under the above articles shall be submitted for approval to members or shareholders within a term not exceeding one hundred and eighty days as from the end of the fiscal year. In the case of public companies, the term to be fixed by regulations may not exceed one hundred and twenty days as from the end of the fiscal year. In case a challenging motion is not brought within thirty days following the respective communication, the abovementioned documentation shall be deemed approved, except in the case of companies where members’ meetings function, which shall be governed by their specific regulations.
The right to approve and challenge financial statements, as well as the right to adopt any resolutions in connection therewith, may not be waived and any covenant stipulating otherwise shall be null and void.
In the case of companies under government control, a copy shall be filed with the appropriate government agency.
Article 98 (Profits. Distribution) Only net earnings stated in a duly prepared balance sheet, approved by a company’s majority or competent body, are distributable profits.
Profits may not be distributed until all losses from previous fiscal years have been covered, and until the statutory reserve has been replenished, in case the same has been depleted by any reason.
Profits distributed in violation of the above provisions should be reimbursed, except for dividends received bona fide by shareholders of corporations, partnerships limited by shares and members of limited liability companies with twenty or more members.
Where administrators, directors or internal auditors are paid for their services only with a percentage of profits, the members or a meeting may resolve total or partial payment thereof, as the case may be, even if previous losses have not been covered.
Article 340 (Definition, resolutions and proceedings) Shareholders shall meet under the conditions provided for under the law and the articles of incorporation, at the place of business of the corporation or in any other place within the same town in case the meeting is held in person. Furthermore, meetings may be held by videoconference or by any other means of simultaneous communication providing certainty about the participants’ identity and with respect to the bilateral or plurilateral connection in real-time image and sound of the remote attendees. Minutes corresponding to these deliberations must describe the means of communication used and must be prepared and entered into the appropriate book within thirty days as from the date of the meeting. In this case, the signature of the attending shareholder in the Shareholders’ Attendance to Meetings Register Book shall not be required, expressly stating that said shareholder attended the meeting by virtual means. Their resolutions regarding those matters that are assigned to them, shall bind all shareholders, even the dissenting and absent ones, when they have been adopted pursuant to the law and the articles of incorporation. Such resolutions must be executed by the administration body.
Article 348 (Private corporations) In the case of private corporations, meetings calls may be made by personal notification to the shareholder, at the address recorded with the company for such purpose. In the case of private corporations, calls shall not be necessary where shareholders representing 100 % of the paid-in capital attend the meeting.
Article 386 (Board of directors. Proceedings) The board of directors shall meet at such times and in such manner as provided for in the bylaws or, should this not be the case, by its members, and shall meet every time any board member thus requests it. In this last case, the president shall call the meeting to take place within five days as of such request. Should the president fail to call the meeting, any director may convene a meeting of directors. Meetings shall be held with the attendance of the absolute majority of its members. In public corporations, the board of directors shall hold meetings at least once each month.
Resolutions shall be adopted by a majority of votes present, except when the law or the bylaws require a higher majority. In case of tie, the president shall be entitled to a casting vote.
Those who cast a blank vote or refrain from voting shall be deemed to have voted against the motion, except if such refraining results from a statutory obligation.
Article 409 Bis (Government control agency publication) The government control agency may publish, whenever it deems it appropriate, the results of the actions taken when monitoring public corporations’ operations, as well as the observations made to such companies, whatever their cause.
Article 411 (Powers) In any case where the government control agency deems it necessary, it may apply for a court order determining:
1) Suspension of the resolutions passed by corporate bodies, contrary to the law, the bylaws, or the regulations.
2) The appointment of comptrollers of the company, in case of serious violation of the law or the bylaws.
3) Dissolution and liquidation of the company, when it is effectively proven that grounds for dissolution exist and the corporation has failed to undertake such dissolution.
Article 416 (Endorsement of financial statements) A public corporation must publish annual financial statements approved by the shareholders’ meeting, for them to be endorsed by the government control agency.
To such purpose, the latter may inspect the corporation’s financial statements and documents.
Financial statements shall be submitted within thirty days as from the date of adjournment of the meeting approving the same.
