On 29 May 2026 the Argentine Executive sent the Senate a bill for a new General Companies Law that would replace Law 19.550, in force since 1972. Its stated axes are the autonomy of the will of the partners, contractual freedom and the full digitalization of the corporate system, and it would regulate for the first time sectoral shares, a class of stock whose dividends are tied to a specific business unit or project. The Senate began analyzing the bill in late June 2026. It is not law yet and the text may change, so read what follows as a map of the proposal, not a description of current rules.
The main changes proposed
| Topic | What the bill proposes |
|---|---|
| Company types | Four types would disappear (sociedad colectiva, sociedad de capital e industria, sociedad en comandita simple and sociedad en comandita por acciones). Five would remain: sociedad simple, SRL, SA, SAS and a new DAO type. Existing companies of the removed types would get one year to transform |
| SAS | The SAS, created by Law 27,349 in 2017, would be incorporated into the general law |
| SRL | The 50-partner cap would be removed and the company itself would keep the register of quotas |
| Capital | May be set in foreign currency and may include obligations to give or to perform services |
| Corporate purpose | Any lawful activity generating an economic benefit |
| Digitalization | Digital signatures for incorporation, digital corporate books and accounting records, virtual meetings and a mandatory electronic domicile |
| DAOs and automated companies | A new Sociedad Descentralizada Autónoma Operativa with legal personality, and a category of automated companies run through autonomous algorithmic systems or AI agents |
| Disputes | Statutory arbitration for internal disputes, and the possibility to adopt foreign law and international arbitration |
| State oversight | Concentrated on companies that offer securities to the public or affect the public interest |
These points come from law-firm and press summaries of the bill. The final wording in Congress may differ.
Sectoral shares explained
Sectoral shares (acciones sectoriales) work like tracking stocks: they give their holders dividends linked to the results of a defined sector, business unit or project of the company, without creating a separate legal entity or ring-fenced assets. The goal is to let a company raise capital for one line of business while the rest of the company follows its own path, in line with international practice.
For example, a company with a software unit and a consulting unit could issue sectoral shares tied only to the results of the software unit, while consulting profits stay with the ordinary shareholders. This is an illustration of the concept, not a description of a specific provision.
How they would work
- They form a special class of shares, and all holders within the class must have equal rights.
- The bylaws must set the proportion in which the sector shares general expenses, indirect costs, management compensation and the formation of reserves.
- The bylaws must also define the profit regime, meaning whether sectoral dividends are exclusive to the class or shared with ordinary shares.
- Certain board decisions may require the approval of the special class, and preference rights on capital increases must be specified (articles 201, 209 and 210 of the bill).
Built-in protections
Sectoral dividends could not be paid unless the company as a whole has realized net profits, covered prior losses and set up the legal reserve, so sector returns stay subordinated to overall financial health. Holders would generally have no vote in general shareholder meetings, except on matters that directly affect their sector. Companies would also prepare specific financial statements for each sector alongside the consolidated accounts.
Advantages and points to watch
| Potential advantages | Points to watch |
|---|---|
| Raise money for one business unit without creating a new entity | The wording directly affects a sector is vague and may trigger disputes |
| Investors get exposure to a specific project instead of the whole company | Allocating shared expenses between sectors can become unfair as the initial percentages age |
| Founders keep control of the rest of the business | Directors must serve the whole company while protecting sector interests |
| A concept already familiar in international markets | Poorly drafted bylaws push conflicts to courts or arbitration |
What foreign founders should do today
Nothing in the bill changes how you form a company now: SRL, SA and SAS remain available while Congress debates the text. The sensible approach is to build flexibility into today’s structure and follow the bill’s progress.
- Compare the current vehicles in our guide to types of companies in Argentina. If you are weighing an SRL, note that the bill would remove its partner cap, a point we discuss in our guide to forming an SRL.
- If you plan several business lines under one roof, a holding company in Argentina may be the current answer to the problem sectoral shares aim to solve.
- AI-native and automated companies should watch the provisions on automated companies and DAOs. See how SAXIA approaches AI-automated company formation.
- The registry is already loosening the rules, for example by letting an SAS state any lawful activity, as we explain in our post on the new IGJ registration regime.
We follow the bill’s progress. To discuss how your structure fits, contact SAXIA.
General information only. This article is not legal, tax, regulatory or accounting advice. The bill is under review and its content may change. Confirm the rules in force with qualified professionals before acting.
Frequently asked questions
Is the General Companies Law bill already in force?
No. It was submitted to the Senate on 29 May 2026 and is under review. It must pass both chambers and be promulgated before it becomes law.
What is a sectoral share?
A special class of shares whose dividends depend on the results of a specific sector, business unit or project of the company, without creating a separate legal entity.
Would existing companies have to change?
The bill proposes eliminating four company types and giving companies of those types one year to transform. SRLs, SAs and SAS would remain.
Would the SAS disappear?
No. The bill proposes incorporating the SAS, created by Law 27,349, into the general companies law.
Source: Argentine Senate, Proyecto de Ley General de Sociedades.
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