In the extensive recitals of the rule it is recalled that “in the old Argentine corporate regime, which governed from 1862 to 1973, commercial companies could be incorporated for an indefinite period, with the exception of corporations.”
However, in 1932, when limited liability companies were introduced, the inclusion of the company name or name of the company, its domicile and the duration of the contract was expressly required.
In 1973, Law 19,550 unified the issue of the term of duration of commercial companies and although it stated that the duration of the partnership contract “must be determined”, it did not expressly set it.
“Usages and customs made up for this omission, being a proven fact of national corporate practice that, in an innumerable number of companies, whatever their type, the term of duration of the corporate legal person was established at 99 years,” the resolution stated. .
However, he continued, a term of 99 years “not only neglects the interests of the private creditors of the partners” but “also unnecessarily prolongs the life of companies, which, in most cases, end their active or business life well before the expiration of the aforementioned period of duration, without carrying out any dissolution and liquidation procedure, opting most of the time, in fact, to disappear from its headquarters”.
On the other hand, the resolution understands that “it is illogical, and – if you will – unnatural, that the existence of a contract that tends to regulate the relations between people united under the same purpose can exceed the average active life of the members of the same, transferring the rights and duties of the partnership contract to the heirs and the heirs’ heirs, who were not part of the original constitutive contract”.
“The constitution of thousands of annual corporations, in the vast majority of cases, to undertake small businesses through companies constituted by members of the same family, led to a situation not desired by the legislator, which was the generation of corporate conflicts , not based on different or antagonistic business criteria among its members, but on a true private and internal war,” said the IGJ.
For this reason, he maintained that “all necessary measures must be taken to avoid and put an end to the corporate conflict.”
“By shortening the term of the company, in a term that can be estimated as reasonable – 30 years from the registration in the Public Registry -, its members may or may not opt for the extension of its term,” he concluded. .
Source: Ambito
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