Digital shareholders meeting
Corporate law in the digital era

23 de Octubre de 2023

Digital shareholders meeting
Corporate law in the digital era

As of October 20th, 2023, it was published in the Federal Official Gazette different dispositions that amend articles 81 second paragraph; 186 and 194 first paragraph; the addition of a fraction (XIV) within article 75; second and third paragraph of article 80; addition of a third paragraph in article 82; addition of a fifth paragraph in article 143; third paragraph in article 178; second, third and fourth paragraph in article 179 of the General Law of Mercantile Corporations.

The purpose of this federal amendments seek to put at the forefront the legal instruments and provide legal certainty to the companies for the execution of proper legal acts through its shareholders or administration.

The reality is that this was a pending amendment since a couple years ago. Its launch began with important backgrounds such as the amendment to the Code of Commerce as of 2016 permitting the companies to carry their corporate books electronically; the interpretation and execution of electronic signatures and advance electronic signatures as well as the additions to the General Law of Mercantile Corporations for the constitution of Anonymous Simplified Companies (S.A.S.).

Global pandemic COVID-19 came to reflect a marked necessity and, in some cases the already application of legal acts such as the execution of civil contracts through electronic signature or advance electronic signature as the primary source of legal obligations that have permitted (as of today) the execution of commercial activities between persons that are located in different places and, until some years ago, unable the perfection of the legal act due the necessity of a ink signature. The National Supreme Justice has pronounced already on this.

Now, we have different dispositions that mark the amendment of 10 (ten) articles to the General Law of Mercantile Corporations where points the implementation (imperative) of the rules to provide through electronic, optical or any other technology devices the participation of the totality of the attendees that decide to use choose this option.

Although this is a huge step forward to the commercial legislation it is a challenge as well, what technology device is sufficient to provide legal certainty and security to the shareholders to execute digital meetings? the decision to not implement these amendments to our social bylaws shall permit its execution even with unanimous vote?

Many factors come to the table such as the execution of mixed meetings, this is, where presential and absent shareholders decide to celebrate a meeting, how can the secretary validate and ensure the participation of the attendees? Likewise, how can we provide legal certainty when the federal amendments permit that the consent can be reflected digital?

Undoubtedly, the deep review to the social bylaws as in the best interests of the shareholders shall be something to monitor closely due it seems that this new figure can be confused to an already exist and used figure since 1992 through the unanimous resolutions taken out of shareholders meeting, however, the key and tools to consider is that digital meetings shall permit that, through simple majority, standardizing a physical shareholders meeting in the social address, the shareholders take decisions as long as the social bylaws permit it.

It is a key moment for our corporate law born in the “Maximato” era (1934) to put at the forefront in a digital era, in a globalized era, in a moment that Mexico most demands it.

As of October 20th, 2023, it was published in the Federal Official Gazette different dispositions that amend articles 81 second paragraph; 186 and 194 first paragraph; the addition of a fraction (XIV) within article 75; second and third paragraph of article 80; addition of a third paragraph in article 82; addition of a fifth paragraph in article 143; third paragraph in article 178; second, third and fourth paragraph in article 179 of the General Law of Mercantile Corporations.

The purpose of this federal amendments seek to put at the forefront the legal instruments and provide legal certainty to the companies for the execution of proper legal acts through its shareholders or administration.

The reality is that this was a pending amendment since a couple years ago. Its launch began with important backgrounds such as the amendment to the Code of Commerce as of 2016 permitting the companies to carry their corporate books electronically; the interpretation and execution of electronic signatures and advance electronic signatures as well as the additions to the General Law of Mercantile Corporations for the constitution of Anonymous Simplified Companies (S.A.S.).

Global pandemic COVID-19 came to reflect a marked necessity and, in some cases the already application of legal acts such as the execution of civil contracts through electronic signature or advance electronic signature as the primary source of legal obligations that have permitted (as of today) the execution of commercial activities between persons that are located in different places and, until some years ago, unable the perfection of the legal act due the necessity of a ink signature. The National Supreme Justice has pronounced already on this.

Now, we have different dispositions that mark the amendment of 10 (ten) articles to the General Law of Mercantile Corporations where points the implementation (imperative) of the rules to provide through electronic, optical or any other technology devices the participation of the totality of the attendees that decide to use choose this option.

Although this is a huge step forward to the commercial legislation it is a challenge as well, what technology device is sufficient to provide legal certainty and security to the shareholders to execute digital meetings? the decision to not implement these amendments to our social bylaws shall permit its execution even with unanimous vote?

Many factors come to the table such as the execution of mixed meetings, this is, where presential and absent shareholders decide to celebrate a meeting, how can the secretary validate and ensure the participation of the attendees? Likewise, how can we provide legal certainty when the federal amendments permit that the consent can be reflected digital?

Undoubtedly, the deep review to the social bylaws as in the best interests of the shareholders shall be something to monitor closely due it seems that this new figure can be confused to an already exist and used figure since 1992 through the unanimous resolutions taken out of shareholders meeting, however, the key and tools to consider is that digital meetings shall permit that, through simple majority, standardizing a physical shareholders meeting in the social address, the shareholders take decisions as long as the social bylaws permit it.

It is a key moment for our corporate law born in the “Maximato” era (1934) to put at the forefront in a digital era, in a globalized era, in a moment that Mexico most demands it.

Rivadeneyra, Treviño y de Campo
Regulatorio

Rafael D. Chávez Molinos

rchavez@rtydc.com

Alejandro Alvarado López

aalvarado@rtydc.com

Mariana Vázquez Arroyo

mvazquez@rtydc.com

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