Two years ago, the Chamber of Deputies approved an initiative for an amendment related to the General Law of Commercial Companies. This initiative focuses on the use of electronic, technological, and optical means for holding meetings of partners and/or shareholders, as well as for the sessions and resolutions of various management bodies.
Following its prior approval in the Chamber of Deputies, it underwent review and approval in the Senate on September 12, 2023. The following day, the draft decree was published in the Senate Gazette.
The reforms primarily encompass the following aspects:
- In the future, the policy and/or articles of incorporation of commercial companies must specify not only the rules for holding meetings of partners and management bodies but also consider the possibility of using electronic means, provided that participati on is simultaneous and allows for smooth interaction.
- It is clarified that the use of technological means does not imply that a meeting is held outside the registered office solely due to its use.
- Of significant importance from the perspective of Vega, Guerrero, and Associates is the inclusion of the Portal of Publications for Commercial Companies, designated by the Ministry of Economy, concerning the publication of notices for Limited Liability companies. This matter had already been contemplated by the legislature in previous amendments for other companies, but it has now been finalized.
- The issue of sessions and resolutions of management bodies of companies through electronic means is also addressed.
- The possibility of using an electronic signature to meet the requirements established in Article 194 regarding the signing of meeting minutes is introduced.
The entry into force of this amendment provides facilities that all companies must consider in their bylaws. For this reason, at Vega, Guerrero, and Associates, we urge companies to get in touch with us. In this way, through an appropriate corporate and corporate strategy, they can amend their bylaws and take advantage of the tools that the authorities now allow us to use.
