Comments
Among the most notable aspects are the following:
- The shareholders meetings, administrative bodies and/or sessions of the board of directors, as the case may be, may be held through the use of electronic, optical or any other technology (e. remotely) as long as they are established in the By-laws of the corresponding commercial legal entity and there are mechanisms or measures that allow access, accreditation of the identity of the attendees, the meaning of their vote and the corresponding evidence is generated.
- The meetings, as well as the sessions, may be carried out totally or partially through in-person or virtual attendance through the aforementioned means.
- It will not be understood that a meeting is held outside the respective corporate domicile when it is carried out through the use of electronic, optical or any other technology.
- In the case of Limited Liability Companies (LLC), the calls will be made by publishing a notice in the electronic system established by the Ministry of Economy and must include the agenda and the signature of the person issuing them.
- In accordance with the provisions set forth in the Commercial Code regarding the use of technologies, the minutes of the respective meetings may be signed with an electronic signature.
It should be noted that those commercial legal entities established prior to this amendment may incorporate into their By-laws the provisions that allow them to have the possibility of holding virtual meetings and sessions, as well as recognizing the use of electronic, optical, and other technologies in order to document the minutes and other related documents of the commercial legal entity.
The Decree will enter into force on October 23rd, 2023, with the exception of the modifications to the second paragraph of article 81 of the GLCC regarding the LLC´s calls, which will enter into force on April 22nd, 2024.
Due to the above, commercial legal entities will be authorized to validly hold the corresponding meetings and sessions remotely, as long as the participation is simultaneous, and interaction is allowed in the deliberations in the same way that would be carried out in a face-to-face meeting.
Recommendations
It is essential to take advantage of technology for legal purposes, in such a way that commercial legal entities must promptly carry out the pertinent modifications to their By-laws in order to include the corresponding rules for the use of electronic, optical or any other technology means. These modifications will provide greater agility and efficiency to commercial legal entities in the development of their corporate activities.
If you have any questions regarding the foregoing, please do not hesitate to contact us
Mexico City, October 23rd, 2023
