DIRECTORS RESPONSIBILITY FOR ANY

It is regulated the items 236 a 241 the LSC.

Characterized by the following notes:

1.- Bylaws may not exonerate administrators.
2.- The responsibility is personal.
3.- It originated in the membership of the Board of Directors: in principle, does not apply to those who are not part of this.
4.- It patrimonial: paying an amount is recovery.
5.- Any of the administrators may be required the full amount of damage.
6.- Need to concur damage, fault and causation between the two.

In order to have the responsibility of managers, must prove the concurrence of all these elements:
– A wrongful act or omission.
– The causation of damage.
– Administrator Guilt.
– The causal nexus.
– Previous test.

The responsibility is both the duty manager, administrator as actually: The one who acts as administrator, without formally hold the appointment, and plays the role as if it were legitimate, or that once produced its cessation, occurrence or expiration of appointment, continues to exercise that function.

In cases where there is a delegation of authority from the board of directors (eg, appointing a CEO), not a waiver of responsibility for delegating bodies.

A favorable report the Counsel, not relieve managers of their responsibility.

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