New General Corporations Law 2026: the key changes every Argentine company must know
Argentina has just taken the most significant step in corporate law in the last 40 years. The National Executive Branch has submitted the draft new General Corporations Law (INLEG-2026-53661873-APN-PTE), a text that would fully replace Law 19,550 in force since 1972. If your company operates in Argentina —as a startup, SME, corporation or fund— this reform will affect you.
The new statute is not about minor tweaks: it proposes a complete rewrite of the Argentine corporate framework, adopting modern corporate governance standards, incorporating new technological realities and significantly expanding shareholder freedom of contract.
What does the bill say?
1. Party autonomy as guiding principle
One of the deepest changes is conceptual: the statutory rules become default provisions, subordinate to what the bylaws provide. Shareholders can design their own corporate regime with much greater freedom. Mandatory provisions are to be interpreted restrictively and, in case of doubt, the rule is considered default (art. 2).
2. Broad and plural corporate purpose
The requirement of a “precise and determined” corporate purpose is eliminated. The purpose may be broad and plural; activities do not need to be connected to each other; and if the bylaws omit the purpose, the company may carry out any lawful activity (art. 10, sec. 4). This is highly practical for early-stage startups and companies in pivot.
3. Multiple-vote shares in corporations
Law 19,550 prohibits multiple-vote shares in corporations (sociedades anónimas). The draft bill allows them with up to 5 votes per common share. For founders seeking to retain control after funding rounds, this is one of the most anticipated changes in the ecosystem (art. 200).
4. Pre-incorporation investment instruments
The draft expressly regulates convertible investment contracts (local equivalent of SAFEs), subscription options, convertible loans and other instruments (art. 36). Until conversion, the investor is not a shareholder, does not participate in management and —except in cases of fraud or willful misconduct— is not liable for corporate obligations.
5. Business Judgment Rule
The Business Judgment Rule is codified in art. 101: a director who acts in good faith, without conflicts of interest, with sufficient information and following an adequate decision-making process is not liable for damages arising from strategic business decisions.
6. Automated Companies and DAOs
Two radically new entity types are created: the Automated Company —which operates mainly through algorithms or AI agents— and the DAO (Operational Decentralized Autonomous Company), which is structured through decentralized protocols and may issue equity interests in tokens or cryptographic units (arts. 14 and 258–265).
Who is affected?
All companies incorporated in Argentina. The draft provides that its rules will automatically apply to all existing companies as from its effective date —set for 180 days after publication in the Official Gazette— without the need to amend their bylaws.
The entity types that are eliminated (General Partnership, Simple Limited Partnership, Partnership Limited by Labor and Partnership Limited by Shares) will have one year to convert into one of the types admitted by the new law.
What should companies do?
1. Review the bylaws. Many clauses that are currently mandatory will become default rules. This opens the door to updating bylaws to leverage the new flexibility, especially in corporate governance, voting majorities and dispute resolution mechanisms.
2. Review shareholders’ agreements. Some arrangements that today face limits under current law may be incorporated directly into the bylaws with full legal effectiveness under the new regime.
3. Reassess the capital structure. The admission of multiple-vote shares and the regulation of convertible instruments create new alternatives to structure funding rounds with greater flexibility and legal certainty.
Conclusion
The draft new General Corporations Law is the deepest modernization of Argentine corporate law since 1972. It creates both opportunities and the need for a thorough review for all companies in the country.
Kaplan Abogados advises startups, investment funds and growth companies on corporate structuring, capital raising and corporate governance. If you want to assess the impact of this reform on your company before it comes into force, contact us at info@kaplanabogados.com or visit kaplanabogados.com.
Official source: Draft Law INLEG-2026-53661873-APN-PTE, National Executive Branch, May 29, 2026.