CORPORATE and COMPLIANCE. Electronic System of Publications of Business Companies August 18, 2021

The Electronic System of Publications of Business Companies (PBC) is a mechanism that encourages to promote competitiveness and productivity at the national level, through the modernization and administrative simplification of diverse provisions that regulate activities in commercial matters, as well as its publicity. Therefore, in terms of article 50 of the Code of Commerce (CC) the publications that must be made in accordance with commercial laws will have to be made through the PBC.

Comments

Mainly, the publications that must be made through the PBC are the following:

Notice for a General Incorporation Meeting.
Notice for Shareholders’ Meeting.
Notice for Participation Certificate Holders’ Meeting.
Notice for Meetings requested by the authorities.
Shareholders’ Meeting agreements that approve the increment or reduction of the share capital.
Balance sheet of the negotiation of foreign companies.
Balance of companies that issue obligations.
Financial statements, notes, and Commissioner’s opinions.
Share capital reductions.
Merger agreements, the last balance sheet of every company involved in the merger and the system established for the termination of the liabilities.
Spin-off resolutions.
Transformation agreements.
Exhibition decree whose amount or term is not included in the stock.
Agreements regarding partial distributions (liquidation).
Final liquidation balance sheet.
Results regarding sweepstakes of redeemed shares.
Transportation employers’ regulations.
Other publications set forth in commercial provisions according to the catalog provided in the PBC.

The PBC allows the performance of the following operations: (i) query, which allows the search of information and download of ballots; (ii) publication, which refers to the submission and delivery of the information that needs to be diffused in terms of the applicable provisions; and (iii) rectification, which allows the amendment and correction of the publications made.

It should be noted that the information that is generated, delivered, received, stored and/or filed in the PBC is considered as a data message in terms of article 89 of the CC; so these messages, as well as documents signed with the Advanced Electronic Signature produce the same effects that those with an autograph signature and have the same evidential value.

Recommendations

We suggest verifying the correct content of all the legal acts that the commercial provisions compel to be published through the PBC and, when applicable, amend whichever omission or mistake in the information submitted, making it necessary to address it through a Compliance Program in Corporate matters.

If you have any questions regarding the foregoing, please do not hesitate to contact us.

Mexico City, August 18, 2021