Liability action by a shareholder if the company does not act (Art. 277 LGS)
Article 277 of the General Companies Law empowers any shareholder to bring the corporate liability action if the company does not initiate it within three months of the resolution.
What article 277
Article 277 governs the ut singuli corporate action by minority shareholders.
If the action provided for in the first paragraph of Article 276 is not initiated within a period of three (3) months from the date of the resolution, any shareholder may bring it, without prejudice to any liability arising from the failure to comply with the measure ordered.
Source: Law 19,550, Art. 277 — InfoLEG (updated official text)
Commentary
This is the 'ut singuli' corporate action: if the company, despite having resolved to do so, does not sue the directors within three months, any shareholder may do so in its place. It prevents inaction from shielding those responsible.
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