As a result of the Decree issued by the Ministry of Economy and published in the Official Gazette of the Federation on June 13, 2014, the Commercial Miscellany was issued, which included modifications to the Commercial Code, the General Law of Commercial Companies, and the General Law of Negotiable Instruments and Credit Transactions. As part of these reforms, Article 50 BIS was added to the Commercial Code, which establishes that publications required by commercial laws must be made through an Electronic System administered by the Ministry of Economy.
In compliance with the Third Transitory Article of the aforementioned Decree, the Ministry of Economy published the Agreement in the Official Gazette of the Federation on June 12, 2015, establishing the Electronic System for the Publication of Commercial Companies (PSM), known as the “System,” along with the provisions for its operation.
The System began operating on June 15, 2015. From that day forward, any communication that a commercial company must make must be published through the System, in addition to other means as required by special laws, bylaws, or resolutions adopted by the General Assembly.
The purpose of implementing this System is to ensure the publicity of legal acts carried out by commercial companies and streamline the publication process, replacing newspapers, official gazettes, and other media with a platform on the Ministry of Economy’s website psm.economia.gob.mx. This aims to promote competitiveness and productivity by modernizing and simplifying current commercial practices.
It is worth mentioning that all information generated, sent, received, stored, or archived through the System, whether by representatives or authorized individuals, will be their responsibility in terms of its existence and accuracy. They will be liable for any damages and losses that may arise, and this information shall be considered as electronic messages pursuant to Article 89 of the Commercial Code, with all corresponding legal effects.
Similarly, documents and electronic messages that have an advanced electronic signature shall have the same value and evidentiary effect as those signed in autograph form, in accordance with the provisions of the eighth paragraph of Article 89 of the Commercial Code.
Furthermore, it should be noted that the positions of representative and authorized individuals may be revoked at any time. Regarding the effectiveness of publications, those made through the System shall take effect from the following business day after their publication.
All commercial companies are obliged to use the System when carrying out corporate transactions that require publicity under applicable law. Therefore, it is recommended to amend the company’s bylaws if they establish a different publication system, such as newspapers, official gazettes, etc., to avoid potential conflicts with current law.
The implementation of this System offers benefits such as more accessible publicity of legal acts carried out by companies, in an efficient and regulated manner, without the costs and inconveniences associated with journalistic or governmental entities.
Various individuals can make use of the system, such as public servants, legal representatives, and authorized users who can utilize this System to prepare, publish, track, manage, consult, and correct information related to companies. However, the general public can only access and download such information.
Now, the following are some scenarios in which we must submit a notice through the aforementioned system:
- Notice of the General Constitutive Assembly (Article 99 of the General Law of Commercial Companies);
- Notice of General Assemblies (Article 186 of the General Law of Commercial Companies);
- Notice of Assembly of Certificate Holders (Article 228s of the General Law of Negotiable Instruments and Credit Transactions);
- Notice of Assembly by Authority’s Order (Articles 168, 184, and 185 of the General Law of Commercial Companies);
- Assembly Resolution on Increase and Reduction of Share Capital (Article 132 and 9 of the General Law of Commercial Companies);
- General Balance Sheet of Foreign Companies (Article 251 of the General Law of Commercial Companies);
- Balance Sheet of Companies Issuing Debentures (Article 212 of the General Law of Credit Instruments and Transactions);
- Financial Statements, Notes and Statutory Auditors’ Report (Article 177 of the General Law of Commercial Companies);
- Merger Agreements, Last Balance Sheet of each company, System established for the Extinction of its Liabilities (Article 223 of the General Law of Mercantile Corporations);
- Spin-off Resolution (Article 228 bis, Section V of the General Law of Mercantile Corporations);
- Transformation Agreement (Article 228 of the General Corporations Law);
- Exhibit Decree whose term or amount is not stated in the shares (Article 119 of the General Law of Mercantile Corporations);
- Partial Distribution Agreement, in process of liquidation (Article 243 of the General Corporations Law);
- Balance Sheet, in process of liquidation (Article 247 of the General Law of Commercial Companies);
- Result of the Drawing to Designate Amortized Shares (Article 136 of the General Law of Mercantile Corporations);
- Regulations of the Transportation Companies (Article 600 of the Commercial Code); and
- Other publications provided for in commercial laws as specified in the catalog included in the System.
In summary, the main objective of the System is to promote the growth of micro and small businesses in Mexico by reducing costs and simplifying administrative procedures. This implies the modernization of companies through the use of technology and the implementation of best international practices.
Therefore, the Corporate Practice team at Vega, Guerrero & Asociados supports any commercial company in the corporate acts required for its proper functioning, and as a result of these acts, in compliance with the obligation to publish them in a timely and proper manner.
