Argentina: Bill To Reform The Civil And Commercial Codes

Last Updated: 12 December 2012

The effect of the Civil and Commercial Codes, which have been in force in Argentina for more than one and a half centuries, appears to be coming to an end.

For more than eighty years there have been attempts to implement a comprehensive reform encompassing in the main the Civil Code, and in the latest drafts a unification of civil and commercial obligations. But in practice in all these years only partial legislative reforms have been implemented – which are undoubtedly important to update legislation – that have, however, maintained the original roots of both Codes, adopted in the second half of the 19th century.

The latest attempt, lead by the Chairman of the Supreme Court of Justice, Dr. Ricardo Lorenzetti, accompanied by more than one hundred specialists and university professors, has resulted in the preparation of a single body of rules regulating the principal institutions of private law.

Is this an innovational reform? In some aspects, the answer could be yes if we consider that several important aspects of civil and commercial law could now have legal ranking. However, a significant part of the proposed amendments has already been received in prior drafts and in the contributions of case law, which has had to respond to a variety of new problems and conflicts, and also in the debates and conclusions of congresses and seminars where the principal specialists in private law have gathered.

The preliminary draft of reforms is currently being considered by both Chambers of Congress. This will first be carried out by means of the intervention of a bicameral commission which will collect all comments and remarks from a range of sectors of civil society; and later by consideration of representatives and senators, who shall have to approve the final text.

Although different sectors have opposed the preliminary draft because it has not been sufficiently circulated for consideration by academic and university sectors and in general among lawyers. The truth is that rarely has there been so much interest and repercussion from specialized magazines. On a daily basis it is possible to read one or several works from specialists commenting on and analyzing various subjects relating to the proposed reform in the principal legal publications.

Such interest in the preliminary draft is justified. Were it to be enacted into law (it seems that this will be its fate in the short term), thee two codes most extensively applied in Argentina, with a total of approximately five thousand sections currently regulating on a separate basis civil and commercial matters (including their amendments), will be replaced by a single code containing 2,671 sections. Moreover, the new Code applies a different methodology, which is closer to the one that has been used for many years at universities.

If we focus on the contents of the preliminary draft, even at a first glance we will notice that there has been an attempt to give legal coverage to principles that have constitutional hierarchy: the rights of children, disabled persons, consumers, women and environmental property.

The aspects that have been subject to further debate relate to family law. Although some of the proposals are already in effect by means of the same-sex marriage law, progress has been made in the regulation of concubinage relationships and in new provisions relating to filiation derived from assisted human reproduction techniques. Adoption is also subject to a new analysis, together with procedural rules that seek to facilitate the process.

Many of the proposed reforms will undoubtedly have an impact on different economic activities, including as a result of regulation of assets in marriage, which will confer different perquisites on spouses in connection with the management of their property and the right to choose between the community property regime, which is currently in force, or the separate property regime, which is incorporated as an innovative alternative.

In the field of property law, which has a particular impact on the business world, the proposed reforms regulate the abusive exercise of rights (including abuse of dominant position) and a special point is made of good faith as a necessary condition for the valid invocation of rights.

Clearly priority is given to general and community interest by means of the protection of collective incidence rights, public order rules within the framework of contracts and consumer rights, and the restrictive interpretation of adhesion contracts.

General rules applicable to all private legal persons have been proposed, where the responsibility of those administering them is regulated. By means of a supplementary law, reforms to the business companies' law have been projected, and the distinction between civil and commercial companies has been eliminated.

Regarding contracts, contractual negotiations are regulated, as well as the responsibilities derived therefrom, preliminary contracts and letters of intent, establishing a distinction between private instruments – signed by the parties – and the so-called "particular" instruments that are not signed but that in certain circumstances may be used as evidence.

As well as the classical contracts which are regulated by the legislation in force others have been incorporated such as supply, agency, concession and franchise, factoring and association contracts (sharing agreements, collaboration groups, joint ventures and cooperation consortia), and several forms of bank contracts, assignment of a contractual position and arbitration.

A noteworthy reform is projected in connection with civil liability. The distinction between contractual and tort liability is eliminated and stress is made not only on damage compensation but on the prevention thereof. For this purpose judges are empowered to issue preventive measures and also dissuasive penalties where collective incidence rights are at stake.

It is also acknowledged that liability for property risk includes those who obtain a profit therefrom and whether the activity generating the damages may have been recognized by the administrative authority is irrelevant.

The volume dedicated to in rem rights incorporates new categories, such as surface rights, indigenous community property and real estate developments (country clubs, cemeteries, etc.), and also updates regulations on condominium ownership.

Probate has also been reviewed, by acknowledging wider rights to dispose of property where there are forced heirs (descendants, ancestors and spouse). In this case, the reform seeks to give more certainty to the rights acquired from third parties on a gratuitous basis.

The last volume of the draft regulates the expiry of obligations upon the running of a statute of limitations, setting forth as a general rule a shorter period (five years), and considers the forfeiture of rights on a separate basis.

The draft ends with the incorporation of general and special rules on private international law, which deal not only with the law applicable in situations relating to several legal systems, but also with the international jurisdiction for the settlement of conflicts relating to the main subjects comprising the draft of the reform.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:
  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.
  • Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.
    If you do not want us to provide your name and email address you may opt out by clicking here
    If you do not wish to receive any future announcements of products and services offered by Mondaq you may opt out by clicking here

    Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

    Use of

    You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


    Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

    The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


    Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

    • To allow you to personalize the Mondaq websites you are visiting.
    • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
    • To produce demographic feedback for our information providers who provide information free for your use.

    Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

    Information Collection and Use

    We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

    We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

    Mondaq News Alerts

    In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


    A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

    Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

    Log Files

    We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


    This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

    Surveys & Contests

    From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


    If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


    From time to time Mondaq may send you emails promoting Mondaq services including new services. You may opt out of receiving such emails by clicking below.

    *** If you do not wish to receive any future announcements of services offered by Mondaq you may opt out by clicking here .


    This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

    Correcting/Updating Personal Information

    If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

    Notification of Changes

    If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

    How to contact Mondaq

    You can contact us with comments or queries at

    If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.

    By clicking Register you state you have read and agree to our Terms and Conditions