In Argentina, the safest legal way to structure a company is through the constitution of a company, whose regulation is provided for in the General Companies Law (19,550). Currently, this rule not only contemplates the organization of the company from a group of founders, but also admits the possibility of creating a sole proprietorship, something that gives a good answer to the individual entrepreneur. Dressing a company in the guise of a company, gives security to him or the founders and also to the third parties that will be linked to it. This is because the creation of a society involves the beginning of a different subject. It allows a clear differentiation between rights and obligations that are generated within the framework of the commercial activity of the company, and are clearly differentiated from the rights and obligations of the partners (owners of the company).
When projecting a company, the founder or founders generally think in broad development terms. It is not easy at all to grow, sustain and mature a certain enterprise. This goes hand in hand with the possibility that, when choosing a corporate form, those who constitute it can foresee the validity of the partnership contract for extended periods.
However, within the scope of the Autonomous City of Buenos Aires, the state body for the registration of companies, the General Inspection of Justice (an entity that is not within the scope of the autonomy of the city), has issued the General Resolution 1/2022, which establishes that new company contracts registered in the Federal Capital may only have a maximum term of 30 years. Of course there is the possibility, through company law, that, upon expiration, said period can be extended, but this will require a whole new administrative procedure. The truth is that the company law has established the need to indicate a time limit for the duration of the company contract, but has not indicated maximum terms, on the understanding that each company project may have different development times. Likewise, the law has left in the hands of the autonomy of the founders, the power to establish the life span that a company can have under the form of a company.
The new norm of the registration body for the Federal Capital, in some way poses a limitation to that free choice that entrepreneurs had to establish terms of validity of their bond in the conviction that a company needs enough time for it to grow. and develop and even transcend the founders themselves, and remain in force for several generations. Even for long-term projections of a company, those people who are linked to the company will be safer to trustif they do not encounter an obstacle within a limited validity period.
In times when the energy of new ventures is so fundamentally needed, the question that arises is Is it really beneficial to give a company a limited expiration date? The possibility of freedom for each project to adapt to specific needs will always be better than establishing unnecessary limitations.
Source: Ambito
