Removal of a director covered by prohibitions (art. 265 LGS)
Article 265 of the General Companies Law requires that a meeting be convened to remove a director or manager covered by the prohibitions of article 264, with recourse to court if removal is denied.
What article 265
Article 265 governs the removal of a director disqualified under article 264.
The board, or failing that the statutory auditor, on its own initiative or upon a reasoned request by any shareholder, must convene an ordinary meeting for the removal of the director or manager covered by article 264, to be held within forty (40) days of the request. If removal is denied, any shareholder, director or statutory auditor may seek it in court.
Source: Law 19,550, art. 265 — InfoLEG (updated official text)
Commentary
This supplements article 264: if a director becomes subject to a disqualification, any shareholder can force their removal, first at a meeting and, if that meeting shields them, before a judge. It prevents a disqualified person from continuing to manage the company.
Do you need advice on this matter?
The firm is headquartered in Buenos Aires, Argentina, and advises clients worldwide.
Contact the firm