Ancillary Commitments: An Underutilized Tool in Argentina

Abstract

Despite its legal and strategic relevance, the mechanism of ancillary contributions —regulated under Article 50 of the General Corporations Law (No. 19,550) and, with distinct nuances, under Article 42 of the Entrepreneurial Capital Support Law (No. 27,349)— shows a lack of widespread awareness and application in Argentine corporate practice. This paper analyzes both its history and characteristics, as well as its diverse implementation options, which range from the contribution of tangible or intangible assets to obligations to act or to refrain from acting. Furthermore, it examines its operational advantages and recommends multiple scenarios for its use, highlighting its suitability in family protocols, transportation companies, and sports corporations (sociedades anónimas deportivas), among other applications. Finally, the study is complemented by basic guidelines regarding its effects in bankruptcy proceedings, its accounting treatment under Technical Resolution No. 54 (RT 54) of the FACPCE—known as the Unified Argentine Accounting Standard (NUA)—and its penalty system, pointing out the legal consequences derived from non-compliance. It is further supplemented by a comprehensive practical development, suggesting drafting templates for potential contractual clauses.