What happens to labour debts when a company is bought

When an establishment is transferred, the employment contract continues with the buyer and the worker keeps their seniority: that does not change. What changes is how far the buyer's liability for what the seller owed extends. The new section 228 says transferor and acquirer are jointly liable for labour obligations existing at the moment of transfer "that it should or could have known at that moment", and adds the sentence that changes the decision: "any concealed or tainted information that was not known to the acquirer after carrying out due diligence acts to that end relieves it of all joint liability". The section keeps its broad reach in everything else: it covers permanent and temporary transfers; an acquirer is anyone who becomes the holder of the establishment "even as lessee or usufructuary or as precarious holder or in any other manner"; and it also applies where the change of employer arises "from the transfer of a works, operating or analogous contract". And the size of that review is written into another section of the same Title: the new s. 143 (by s. 40) requires the employer to keep pay receipts and payment records «having regard to the limitation period for labour obligations -two (2) years-, and for social-security obligations -ten (10) years-», and allows those records to be digitised with the same validity as paper. Those are the two look-back periods a buyer has to ask for, and the format in which they may be received. verif · Mar 6, 2026 ↗

In force with the law, from 6 March 2026. It is self-executing: it delegates no regulation and sets no adjustment period. verif · Mar 6, 2026 ↗

To whoever buys a going Argentine company, or leases or takes over an establishment with its people inside — the fastest way into a local market without building from scratch. Until now the seller's undeclared labour liability travelled with the asset and there was no way to close it by contract, because joint liability is of public order and the seller's warranties are worth whatever the seller is worth. Now a buyer who did its review and still could not see a hidden debt falls outside that joint liability. ⚠️ And it reaches more situations than it seems: the rule expressly names the lessee, the usufructuary and the precarious holder, and also the case where the employer changes "from the transfer of a works, operating or analogous contract" — that is, the replacement of a contractor that takes on the previous crew, an everyday situation on a long project. And to whoever runs the company being sold, on the other side of the table: the duty to keep records is written against two different periods — two years for labour matters, ten for social security — and admits digitised files, so having that in order is what makes the company saleable. verif · Mar 6, 2026 ↗