The manager with voice but no vote (art. 322 LGS)
Article 322 of the General Companies Law deprives the managing partner of the partnership limited by shares of the vote in decisions on the statutory auditor, approval of his management, liability and his own removal.
What article 322
Article 322 sets out the voting prohibitions of the managing partner.
The managing partner has voice but no vote, and any clause to the contrary is void, in the following matters: 1) election and removal of the statutory auditor; 2) approval of the management of the managers and statutory auditors or the deliberation on their liability; 3) the removal provided for in article 319.
Source: Law 19,550, art. 322 — InfoLEG (updated official text)
Commentary
It prevents the manager from being a judge in his own cause: he does not vote on his own management, liability or removal, nor on the election of the body that oversees him. It is parallel to art. 241 of the corporation.
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