La sanción del acto de administración del directorio ejecutado sin la aprobación de la junta de accionistas

This paper argues that the sanction applicable to an act of administration carried out by the board of directors without the approval of the shareholders’ meeting required by law or the bylaws is unenforceability. The rationale lies in the fact that the board’s organic power of representation is limited by law, the bylaws and, where applicable, the corporate purpose. Where this body encroaches upon the statutory or bylaw-based administrative powers of the shareholders’ meeting and enters into a transaction that falls within its exclusive sphere, a case of excess of authority arises. In the absence of a special regime, the general law of obligations determines that the act carried out by the board of directors is valid but unenforceable against the corporation due to lack of authority. Consequently, such an act may be ratified by a resolution of an extraordinary shareholders’ meeting.