Las instrucciones de gestión de la junta de accionistas

This paper aims to answer a straightforward question: do the directors of a corporation have a duty to execute the instructions issued by the shareholders’ meeting on management matters? The proposal is that the resolution of the assembly on these matters will only be binding (and exonerative) for the directors if it is unanimous in closed corporations or is passed by the respective majority in the exercise of a legal or statutory provision of management powers, both in closed and public corporations. For such cases, this paper offers a proposal for the legal regime governing the instructions, based on the rules of the commercial commission and the mandate.