Draft Bill to Structurally Reform the General Companies Law

On May 29, 2026, the Executive Branch submitted to Congress a draft bill proposing significant amendments to the Argentine Companies Law 19550. The bill seeks to make the rules governing the incorporation and operation of companies in Argentina more flexible and simpler through a new corporate legal regime. It aims to replace rigid structural rules and enshrine and reinforce the principle of freedom of contract among shareholders or partners, allowing them to freely establish the company’s operating rules, provided that they do not conflict with mandatory national regulations.
 

Accordingly, the bill establishes several relevant matters that should promote efficiency, such as:
 

• Broad corporate purposes without requiring a connection between activities. If the corporate purpose is not determined, the company may carry out any lawful activity.
• The possibility of approving corporate acts by private instrument without the need for a meeting of the management or governing body, provided that the private document is signed by all directors or shareholders/partners, as applicable.
• The possibility of using single-member companies for any corporate type, with such companies also being allowed to participate in other single-member companies.
• The incorporation of companies by private instrument, whether with certified, digital, or electronic signatures.
• The possibility for shareholders’ agreements to be enforceable against the company as of the moment they are notified of it.

The bill also proposes the elimination of general partnerships, limited partnerships, partnerships limited by shares, and partnerships with capital and industry contributions, as well as the creation of the Decentralized Autonomous Operational Company (DAO), with specific regulation for the use of smart contracts and blockchain.

On the other hand, it establishes the possibility of automation for companies that conduct their business through autonomous algorithmic systems or artificial intelligence agents, without requiring employees or human resources. In these cases, they must include the term “Automated” in their corporate name.

The bill further simplifies all matters relating to transformations, mergers, and spin-offs, and includes solutions for crisis situations, such as deadlocks, internal conflicts, and shareholder or partner exits.

Another noteworthy aspect of the bill is that it allows corporate disputes to be resolved through arbitration and the application of foreign law, provided that this has been established in the bylaws.

Finally, the bill expressly provides that public registries and enforcement authorities may not issue resolutions that invalidate, restrict, or condition the provisions of the law, in a move aimed at reinforcing the central role of the bylaws as the governing instrument for the internal organization of companies.