Notas Informativas

Amendment to the General Law of Commercial Companies of Shareholders/Partners Meetings by Electronic Means

James

The Decree Amending Several Provisions of the General Law of Commercial Companies (the "Decree") was published on October 20, 2023, in the Federal Official Gazette.

In virtue of this Decree, the General Law of Commercial Companies ("GLCC") expressly provides for the possibility of holding shareholders/partners meetings, as well as board of directors/managers meetings through electronic, optical, or any other technologic means, if so provided in the By-laws of the corresponding company. As legal requirements, it is necessary that at the meetings where all or part of the shareholders/partners are present through optical or technological means, they are allowed to participate simultaneously in the development of the meeting, and that interaction in deliberations is carried out in a manner that works as an in-person meeting.

Likewise, the Decree specifies that a meeting will not be considered as held out of the company's corporate domicile solely because it has been conducted through technological means. Furthermore, the possibility of holding meetings out the corporate domicile is allowed, as long as it has been approved by all the shareholders/partners and the respective minutes include the domicile where the meeting effectively took place. Although this possibility was already provided for in the GLCC before the reform, it was only applicable in cases of force majeure or acts of God.

Additionally, in the case of the Limited Liability Company (Sociedad de Responsabilidad Limitada) the method for calling to partner meetings has been modified so that the calls are now published in the Electronic Publication System of Commercial Companies of the Ministry of Economy (Sistema Electrónico de Publicaciones de Sociedades Mercantiles), instead of being delivered by certified mail with acknowledgment receipt as provided for in the GLCC before the reform.

Finally, with the reform subject matter of the Decree, the GLCMM expressly recognizes the validity of both handwritten and electronic signatures in the minutes of shareholder meetings of Stock Corporations (Sociedad Anónima).

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