Mexico City, October 20, 2023.
On October 20, 2023, the decree amending the Mexican General Corporations Law was published in the Official Gazette of the Federation, aiming to incorporate the legal framework for Virtual Meetings (referred to as «Electronic Means»). These amendments primarily focus on implementing electronic means in the corporate activities of Commercial Companies, with the following key objectives:
1. Establishing virtual means as an equivalent method to physical presence in shareholders’/partners’ meetings, to the extent that the mechanisms used for the virtual meetings allow:
- Participation of all or part of the attendees.
- Simultaneous participation and interaction, functioning similarly to an in-person meeting.
- Mechanisms or measures to verify the identity of attendees, as well as to verify and record the meaning of their vote.
2. Allowing Shareholder/Partners Meetings and meetings of the Board/Management bodies to be held either entirely or partially through in-person or virtual attendance via any Electronic Means.
3. Regulating the use of Electronic Means for the conduct of multi-location Meetings, recognizing the use of Electronic Means for recording minutes and other documents.
Loosening the requirement for holding meetings, allowing shareholders and partners to agree, on a case-by-case basis, that meetings may take place outside the corporate domicile, safeguarding the right and possibility of each shareholder or partner to attend such meetings through electronic or in-person means.
It is important to note that legal entities established prior to the entry into force of the Decree may incorporate these provisions regarding Electronic Means into their bylaws.
Please be informed that the amendments to the second paragraph of Article 81 will be effective within a period of 6 months from their publication in the Official Gazette of the Federation, that is, April 20, 2024.
Therefore, companies established prior to the amendment must adhere to this provision. This implies that they must publish notices in the electronic system established by the Ministry of Economy, in accordance with the provisions of Article 50 bis of the Commercial Code, following the requirements established in said amendments. This applies regardless of whether their bylaws provide that notices will be made through another means.
The lawyers of the corporate area are at your disposal to resolve any doubts regarding the above.
Juan José López de Silanes
Miguel Angel Peralta
Juan Carlos Serra
Carlos Velázquez de León
Querétaro y León