Decree by which several provisions of the General Law of Commercial Companies are reformed

Manuel Aguilar

Managing Partner of Baker Tilly Mexico

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octubre 20, 2023

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English

Holding of Shareholders´ Meetings through electronic means

This October 20th has been published in the Official Gazette of the Federation the Decree by which several provisions of the General Law of Commercial Companies are reformed to allow the use of electronic, optical or any other technology in the holding of Shareholders’ Meetings, which includes the following:

Use of electronic media for holding shareholders’ meetings and board of directors’ meetings;
Use of electronic signatures at meetings; and
Holding of meetings outside the corporate domicile.

This Reform allows companies to include in their bylaws that shareholders’ meetings, as well as the meetings of the company’s administrative body, may be held in person or using electronic, optical or any other technology, provided that participation is simultaneous and interaction in the deliberations is allowed in a way that is functionally equivalent to a face-to-face meeting.

In any case, the companies must establish the rules regarding the mechanisms or measures that allow access, accreditation of the identity of the attendees, characteristics of the votes, and evidence.

Furthermore, the Reform allows the minutes to be signed autographically or electronically. The meeting notices must include the agenda and be published in the Electronic System of the Ministry of Economy, which operates in accordance with the provisions of the Data Messages already contained in the current Commercial Code.

The Reform establishes that it should not be understood that the companies hold their meetings outside the corporate domicile, only considering the use of electronic means for its realization. On the other hand, it opens the possibility for meetings to be held outside the corporate domicile, under specific conditions.

These provisions may already be considered in companies that are about to be incorporated, and for those already formed, they may be adopted in their bylaws through an amendment.

To learn more about this Reform, its implications, and the best way to adapt your organization to these recent changes, do not hesitate to contact our team of experts, who will help you understand and successfully and efficiently comply with the new regulations.