The amendment of the Articles of Association consists of a modification motivated by an abnormal alteration of the circumstances on which the Articles of Association were entered into, with a direct impact on its execution. It can only be decided upon by the partners or shareholders, except in those cases in which the law permits assigning this power cumulatively to some other corporate board.

Therefore, the amendment can be by modification or suppression, or even by introduction of a new contractual clause.

-  Amendment by Modification or Suppression - consists in the omission or removal of a clause that, due to the change of circumstances, becomes prejudicial or places one of the parties of the contract in a disadvantageous position.

-  Amendment by Introduction of a New Contractual Clause - consists in the attachment of a new clause to the initial contract, since it is necessary for the pursuit of the contract's object.

It is important to clarify that the deliberation of the amendment of the articles of association is always made in accordance with the provisions for each type of commercial company established in the Commercial Code, being guided by the principle of private autonomy, privileging the negotiation between the signatory parties of said contract.

In practical terms, after the deliberation of the General Assembly, composed of the partners or shareholders, obeying the rules concerning each company type, the amendments decided in the above mentioned company board must be registered and published, since, according to the Commercial Code, all acts related to the company are subject to registration and publication.

The main purpose of this principle is to ensure that the amendments made to the articles of association are known to any person to whom it may concern, which is why in some cases, in addition to registration with the Registrar of Legal Entities and publication in the National Press, the amendment must be communicated to the other organs of the State.


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