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This paper analyses whether it is necessary for the General Directorate for Legal Certainty and Public Faith to require, as a condition for registration, that the clauses of articles of association or delegation resolutions limiting the directors' representative powers include an explicit reference to article 234 of the Corporations Law. We take the view that there are no reasons to deny the registration of these decisions because article 234 of the Corporations Law itself allows for their registration and it also protects third parties by establishing that any restrictions will always be ineffective vis-à-vis third parties. [ABSTRACT FROM AUTHOR]

This paper analyses the controversial issue as to whether the request to include additional new items on the agenda of a general meeting of shareholders can be complied with directly by a managing director when the board of directors is not in a position to do so. We take the position that complying with this right held by minority shareholders falls outside the scope of actions that the board of directors is not entitled to delegate. Alternatively, and even allowing for the hypothetical possibility that this is a matter that cannot be delegated, it is also contended that a delegate of the board should be entitled to comply with the request through an analogical application of article 529 ter of the Corporations Act. [ABSTRACT FROM AUTHOR]