Corporate Area
Law 14,451 aims, as explained in the course of the bill, to simplify the resolution quorums applicable to limited liability companies, making decision-making more flexible and reducing the legal uncertainty arising from the existence of several quorums. The change in the resolution quorum for the modification of the articles of association and some corporate transactions, from ¾ of the capital stock to more than half of the capital stock, is relevant to the definition of the company’s control.
The changes were the following:
|
Matter |
Previous Quorum |
New Quorum |
|
Appointment of non-member directors |
Unanimity of the members, while 2/3, after payment |
2/3 of the members, while the capital is not paid in More than half of the capital stock, after the payment |
|
Modification of the articles of association |
3/4 of the capital stock |
More than half of the capital stock |
|
Merger, consolidation, and dissolution of |
3/4 of the capital stock |
More than half of the capital stock |
To benefit from the legislative change, limited liability companies must observe any need to amend their corporate documents.