Despegue REFORMS ESEN
up to date · reviewed Sep 2, 2026
The norm, in detail

What happens to labour debts when a company is bought

Ley 27.802, ss. 46 and 47 (Title I), rewriting ss. 225 and 228 of the Ley de Contrato de Trabajo
in forceNATIONAL Labor

The new section 228 of the Ley de Contrato de Trabajo relieves of joint liability the buyer who did due diligence and still could not know of a hidden labour debt.

What changed and who it applies to

What changed
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". verif · Mar 6, 2026
In force
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
Are you in or out?
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. verif · Mar 6, 2026
The norm
Ley 27.802 on labour modernisation, Title I ("Amendments to the Ley de Contrato de Trabajo N° 20.744"), sections 46 and 47. Enacted on 27 Feb 2026, promulgated by Decreto 137/2026 and published in the Boletín Oficial on 6 Mar 2026. verif · Mar 6, 2026

Our reading

thesis This section is short in length and large in effect on one concrete transaction: buying a local supplier company. In an Argentine acquisition, unregistered labour liability is the item that most often kills the price or the deal itself, because it cannot be bounded: nobody knows how much it is, and the seller's warranty does not cover it. Putting the exemption in the law and tying it to due diligence does two things at once: it gives the buyer a defence that did not exist, and it puts economic value on doing the review properly — diligence stops being a legal expense and becomes what buys the exemption. ⇒ For the satellite ecosystem the effect is second-order but real: buying an Argentine supplier with a workforce becomes a viable way in for an outside player, and that puts an exit price on the SMEs currently inside the chain. ⚠️ What could break this reading: the law does not define what "due diligence acts" are, so until there is case law the buyer does not know how much it has to review to be covered — and whoever has to prove they did it will be the buyer. thesis

Where it lands, province by province1

Neuquén Vaca Muerta's supplier ecosystem is in full consolidation: the due-diligence exemption makes buying a going local supplier cheaper than setting up a subsidiary, and that is the route through which international services players enter. favorable thesis

The other rules on this subject19

The comprehensive labor reform is now lawLey 27.802 (Official Gazette, Mar 6, 2026, promulgated by Decreto 137/2026)in force
Hire formally for 4 years with employer contributions of 2%+3%Decreto 315/2026 (Official Gazette, May 4, 2026), Ley 27.802 Title XXin force
The labor reform lands: transparent pay slip, ARCA and the end of ultra-activityDecreto 407/2026 (Official Gazette, Jun 1, 2026)in force
Ley Bases: labor modernization and registered employmentLey 27.742, Titles IV-V (Decreto 847/2024); Title II Ch. IV (Decreto 695/2024)in force
The dismissal number, section by sectionLey 27.802, ss. 51 and 54 to 56 (Title I), rewriting ss. 245, 276 and 277 of the Ley de Contrato de Trabajoin force
Labor: the FAL replaces severance payDecreto 408/2026 (Official Gazette 06-01-2026)in force
Ignacio Aredez
Ignacio Aredez· Chief analyst
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How to read the seals →   verif primary source · prob primary source pending · unconf not sufficiently backed · estim our own calculation · thesis our reading