TO OUR CLIENTS AND FRIENDS:
This is to inform you that, by means of a publication in the Federal Official Daily (Diario Oficial de la Federación) dated October 20, 2023, effective as of the next day, several provisions of the General Law on Commercial Corporations (Ley General de Sociedades Mercantiles, or LGSM) were amended, which provisions refer to the use of electronic media in corporate proceedings.
One of these reforms refers to Article 6, Section XIV de la LGSM, and it is mentioned therein that the articles of incorporation of a company shall contain the rules for holding Shareholders’ Meetings and Board of Directors’ Meetings, which Meetings may be held in person or through the use of electronic media that permit the participation of all or part of attendants to a meeting, provided that such participation is simultaneous and permits interactions when carrying out deliberations, in a way that is functionally equivalent to a meeting in person
Therefore, the By-Laws must provide that Shareholders’ Meetings and Board of Directors’ Meetings may be held in person or remotely. This will permit shareholders and Board Directors to meet with other shareholders and Board Directors , be it that they are located, in another country, in in another city, or, simply, in another office of the same building.
It is evident, then, that companies that do not have such provision in their By-Laws may not use such an option. Therefore, such companies shall amend their respective By-Laws in order to update them and make them consistent with current legislation, thus facilitating meetings of shareholders and Board Directors.
As a consequence of the above, it is recommended to carry out a corporate amendment, in order to include the aforementioned legal amendments.
Should you have any comment please forward it to us, and we will gladly discuss it with you.
Sincerely,
Miranda, De la Sierra y Asociados, S.C.
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