Release

Amendments to the General Law of Commercial Corporations regarding Meetings through Electronic media and devices

On October 20, 2023, the "Decree amending several provisions of the General Law of Commercial Corporations" (the "Amendment Decree") was published in the Mexican Official Gazette ("DOF" for its acronym in spanish), the main objectives of which are: (i) ratify the validity of the use of electronic media with respect to corporate acts of the Companies, such as the celebration of Partners' or Shareholders' Meetings and meetings of their respective administrative bodies; (ii) establish new obligations with respect to the use of electronic media; and (iii) to establish a new form of publication of the notices for the holding of the General Shareholders' Meetings, using the Electronic System established by the Ministry of Economy pursuant to Article 50 Bis of the Commercial Code, also known as the Publication System of Commercial Companies (the "PSM" for its acronym in Spanish).

In this regard, the most important aspects of the reform are the following:

A. Additions to the requirements to be included in the bylaws of the Companies.

With the addition of Sections XII, XIII and XIV of Article 6 of the LGSM, Companies are required to list the cases in which they will be dissolved and must also stipulate the basis for the liquidation of such companies and the procedure for electing their liquidators, in the event that they have not been previously appointed.

2. With the addition of Section XIV of Article 6 of the LGSM, it is prescribed that the Companies must establish the rules for holding Shareholders' Meetings and other administrative bodies, which may be held in person or by electronic means, provided that they allow the accreditation of identity, timely and simultaneous participation of all of the parties convened.


B. Validity of the use of electronic media in the holding of Shareholders' and Partners' Meetings, as well as meetings of the administrative bodies of the Companies.

3. With the amendment of Articles 75, 82, 143, 178 of the LGSM, it is expressly ratified that the Resolutions of the Managers, Partners' Meetings, Shareholders' Meetings and meetings of the Board of Directors of the Companies, may be taken through the use of electronic means, if so permitted by the bylaws of the entity.

4. The text implemented to articles 80 and 179 of the LGSM, prescribes that, it will not be understood that a Meeting was held outside the domicile of the Company when it is carried out using electronic means.

5. Likewise, the Shareholders' Meetings may be held outside the domicile of the Company, subject to the agreement of all the Shareholders and the possibility of using electronic means to attend the meeting.

C. New obligation to publish notices of Shareholders' Meetings and Shareholders' Meetings.

6. With the amendment of the second paragraph of Article 81 of the LGSM, the publication of the notice of the Shareholders' Meetings of an S. de R.L. (by its acronym in Spanish) in the PSM is established as a new obligation, which will contain the agenda of the same and must be published with the anticipation indicated in the bylaws of the Company or, in its absence, 8 days prior to the celebration of the Meeting.

7. With the permanence of the text of article 186 of the LGSM, the obligation to publish the notice of the Shareholders' Meetings of an S.A. (by its acronym in Spanish) in the PSM is ratified, which will contain the agenda and must be published with the anticipation indicated in the Company's bylaws or, in its absence, 15 days prior to the holding of the Meeting.

8. Said obligations of publication of notices in the PSM will become effective 6 months after the publication of the Reform Decree - October 20, 2023 - and, in terms of the Fourth Transitory Article of said decree, said obligations will also be applicable for Companies incorporated prior to the said amendments.

D. Validity of the electronic signature in the minutes of the General Shareholders' Meeting.

9. With the amendment of the first paragraph of Article 194 of the LGSM, it is now possible for the General Shareholders' Meetings to be signed electronically by the Chairman of the Meeting, the Secretary and the Statutory Auditors participating in the meeting, if any.

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