New Corporate Law changes approval quorums in limited companies

If you want to provide for greater flexibility in your company's social contract to approve certain matters, this is a good time to change your social contract and adapt to the new law!

For example, if you are the partner of most of the company, know that the possibility of reducing quorums for deliberation of certain matters is possible now.

Law No. 14,451, promulgated on September 21, 2022, substantially altered deliberative quorums in limited companies.

Previously, the law determined that the modification of the social contract and approval of incorporation, merger and dissolution and cessation of the liquidation of the company required the "yes" of at least 3/4 of the voting share capital, that is, 75% of the votes.

With the new Law, the approval of these issues depends on the approval of the absolute majority, that is, 50% + 1 of the votes, which increases the political power of the partner who does not have 75% (a large percentage) of the share in the share capital, but only 50% + 1.

This change came to facilitate decision-making in the limited company, which before could be quite difficult, as mentioned.

The new Law also changed the quorum for the appointment of non-member director, in case the share capital is not fully paid in and in the case of being fully paid up. Before the change, unanimity and 2/3 of the votes were required, respectively. Now it's 2/3 and an absolute majority of the votes.

In practice, if the company has a generic social contract, which provides for quorums of deliberation by reference to the law only, the company will be governed by the new quorums mentioned above, which becomes viger after 30 days of its enactment.

But if society predicted exactly the ancient quorums, it continues to be governed as previously determined.