A major decree amending several provisions of the General Law of Commercial Companies was recently enacted. Signed by the President of Mexico, the decree introduces significant changes affecting the operation and management of commercial companies in the country.
Below are the aspects of the reform that GV Abogados considers particularly important.
- Use of technology for meetings:
- Companies’ bylaws may now provide for shareholders’ or partners’ meetings and meetings of governing bodies to be held in person or by electronic, optical or other technological means. This facilitates remote participation while ensuring interaction functionally equivalent to an in-person meeting.
- Electronic notices and resolutions:
- Meeting notices must be published through the Ministry of Economy’s electronic system, and managers’ resolutions may be adopted using electronic technology where the bylaws permit.
- Flexibility in meeting locations:
- The use of technology does not mean that a meeting is held outside the registered office. Meetings may also be held elsewhere with the approval of all shareholders or partners and with the option of using such technology.
- Electronic signatures on minutes:
- Minutes of general shareholders’ meetings may be signed electronically, streamlining the documentation and approval of decisions.
- Transition and effective dates:
- The decree took effect on the day following publication, while providing transitional provisions for companies to adapt. The amendments to Article 81 have a deferred effective date of six months.
Implications for commercial companies:
- Adapting to technology: companies should update their bylaws and practices to incorporate technology into their operations and decision-making.
- Flexibility and efficiency: remote meetings offer greater flexibility and potentially more efficient decision-making.
- New security and legal challenges: verifying the identity and votes of remote participants raises security and legal compliance issues.
The reform represents a significant step towards modernising corporate practices in Mexico in line with global technological trends.
Implementation nevertheless requires careful attention to ensure security and legal compliance. Companies should monitor these changes and prepare to incorporate them effectively into their operations.
GV Abogados is available to explain these provisions and their impact on your company, and to advise on implementation. Whether you need to amend your bylaws, understand remote meetings or keep abreast of changes affecting your business, we can help you remain up to date and compliant.
Contact us for tailored advice.
*1 – The decree is available at the following link DOF - Official Gazette of the Federation