Liability of those who voted for a decision declared void (art. 254 LGS)
Article 254 of the General Companies Law makes shareholders who voted for a resolution declared void unlimitedly and jointly liable, and allows a later meeting to revoke the challenged resolution.
What article 254
Article 254 establishes liability for null decisions and their revocation.
Shareholders who voted in favor of resolutions that are declared void are unlimitedly and jointly liable for the consequences, without prejudice to the liability of directors, statutory auditors and members of the supervisory council. A later meeting may revoke the challenged resolution, taking effect from then on.
Source: Law 19,550, art. 254 — InfoLEG (updated official text)
Commentary
Whoever votes for an unlawful decision is not held harmless: they are liable for the damages. The law also offers a way out: a later meeting may revoke the defective resolution, ending the challenge going forward.
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