Removal of the manager of the partnership limited by shares (art. 319 LGS)
Article 319 of the General Companies Law governs the removal of the manager of the partnership limited by shares, with the right of the limited partner holding 5% to request it judicially for just cause.
What article 319
Article 319 sets out the removal of the manager of the partnership limited by shares.
The removal of the manager shall conform to article 129, but the limited partner may request it judicially, for just cause, when representing no less than five percent (5%) of the capital. The general partner removed from the management shall have the right to withdraw from the company or to become a limited partner.
Source: Law 19,550, art. 319 — InfoLEG (updated official text)
Commentary
It gives the limited partners (who do not manage) a control tool: to request the manager's removal judicially for just cause. The removed general partner may leave or remain as a limited partner.
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