September 15, 2023

Virtual Shareholders Meetings: Draft Decree Amends Mexico's General Law of Commercial Companies

Holland & Knight Alert
Magda Karina Reza | Oscar Alejandro Quiroz-Chavez | Francisco Andres Gamez-Garza | Gerardo Prado Hernandez | Jaime Israel Moreno

The Mexican Senate, on Sept. 12, 2023, unanimously approved the draft Decree reforming several provisions of the General Law of Commercial Companies (Ley General de Sociedades Mercantiles or LGSM). By virtue of this reform, it is intended to incorporate the legal figure of virtual Partners and Shareholders meetings and Board resolutions held through telematic (virtual) means, to facilitate, expedite and give full legal certainty to the convening of partners and shareholders meetings, as well as of the resolutions taken by the administrative and supervisory bodies of commercial companies.

The draft Decree amending the LGSM also intends to include the possibility for companies to choose to recognize the use of electronic, optical and other technologies to document the holding of meetings and sessions through minutes, resolutions and other related documents of the companies and to allow the use of electronic signatures to formalize them.

It should be noted that the foregoing will only be possible as long as the bylaws of the companies so prescribe it. All those companies incorporated prior to the entry into force of the aforementioned Decree may incorporate to their bylaws the amended provisions to allow the possibility of holding virtual meetings and board resolutions as well as to recognize the use of electronic, optical and other technologies to document the minutes, resolutions and other related documents of the company.

The draft Decree has been submitted to the Federal Executive, which once approved, would enter into force the day after its publication in the Official Gazette of the Federation.

Holland & Knight has a team of corporate lawyers who can assist you with the implementation of the Decree (Amendment to Company's Bylaws) and enable your company to conduct virtual meetings and recognize electronic, optical and other technologies as legitimate means to recognize the validity of the company's documents.

This draft Decree reforming the LGSM represents a great legislative advance in line with the needs of our corporations to modernize their administration and corporate management.

Information contained in this alert is for the general education and knowledge of our readers. It is not designed to be, and should not be used as, the sole source of information when analyzing and resolving a legal problem, and it should not be substituted for legal advice, which relies on a specific factual analysis. Moreover, the laws of each jurisdiction are different and are constantly changing. This information is not intended to create, and receipt of it does not constitute, an attorney-client relationship. If you have specific questions regarding a particular fact situation, we urge you to consult the authors of this publication, your Holland & Knight representative or other competent legal counsel.

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