A mendment to Several Provisions of the General Law of Commercial Companies

The Amendment permits holding Shareholders’ or Partners’ Meetings and Board of Directors or Managers Meetings (“Corporate Meetings”) through the use of electronic, optical or any other technology that ensures full or partial access to shareholders or partners and members of the board to such meetings.

Key takeaways of the Amendment include:

a) Attendance by electronic, optical, or other technology is expressly recognized as a means equivalent to physical presence at Corporate Meetings.

b) Commercial companies are authorized to hold Corporate Meetings electronically, in person or in hybrid format; provided that their bylaws include this possibility, as well as the rules for their implementation, including access and accreditation of participants, as well as interaction in deliberations and mechanisms for voting.

c) The requirement to hold Corporate Meetings at the corporate domicile becomes less restrictive, allowing such meetings to take place at alternative locations, subject to certain requirements (e.g., consent of shareholders or partners to do so, and possibility to participate in these meetings through virtual means).

d) Limited Liability Companies (Sociedades de Responsabilidad Limitada) are allowed to publish their calls for meetings in the electronic system established by the Ministry of Economy (Secretaría de Economía) and no longer by certified mail.

e) Shareholders’ or Partners’ Meetings are expressly recognized to be electronically signed.

This amendment will become effective on the day following its publication in the DOF, except for the provisions of paragraph d) above, which will become effective six months after such publication.

We would like to remind our clients and friends to assess the impact of this Amendment on their day-to-day operations and consider amending their bylaws accordingly. It’s essential to note that this Amendment provides flexibility in certain aspects of key corporate activities, as long as they are expressly permitted in the companies’ bylaws.

For more information, please feel free to contact: