On October 20, 2023, a decree was published amending Mexico's General Law on Commercial Entities. The amendment, among other things, now allows shareholder, partner, board and manager meetings of Mexican entities (sociedades anónimas y de responsabilidad limitada) to be held using electronic, optical or other technological means. The requirements for holding meetings through electronic means are:

  • The entity bylaws (estatutos) need to provide for the ability to hold meetings through electronic means;
  • The electronic means used must allow for simultaneous participation of all participants and the functionality for deliberations should be equivalent to in-person meetings;
  • A technological platform that allows access, authentication of identity and recordation of participant's vote must be provided; and
  • The technological platform should also have the capacity to produce evidence of compliance with the above requirements.

Please note that the amendment fails to provide for a specific procedure for the authentication and vote recordation of the meetings' participants. This ambiguity opens the door to judicial challenges of the meetings' validity stemming from the lack of participant authentication and vote recordation. In addition, the changes to Mexican law do not preclude the common practice of holding meetings through proxies, as is it usually done when parent companies are not Mexican entities

Shareholders Meeting Call Requirements and Meeting Minutes

Calls for shareholders' meetings held through electronic means must be made through the publication of the call in the electronic system of the Ministry of Economy, as set forth in the entities' bylaws or, in the absence of such provisions, eight days in advance for limited liability companies (sociedades de responsabilidad limitada) and 15 days in advance in the case of corporations (sociedades anónimas).

Moreover, shareholder meetings' minutes must be properly documented in the respective corporate ledger and signed (wet ink or electronic signature) by the corporation's president, secretary and participating examiners. With respect to the electronic signatures in the minutes, entities should verify that they comply with the requirements set forth in Mexico's Commerce Code and with NOM-151- SCFI-2016 regarding the preservation of data messages and digitization of documents.

Conclusion

As a result, shareholder, partner, board and manager meetings may now be held in person, remotely through electronic means or by a combination of in-person and remote participation. This is a good opportunity for companies with Mexican affiliates and subsidiaries to amend their bylaws to provide the flexibility and convenience of holding meetings using electronic means and to review and update their corporate books.

About Duane Morris

Attorneys in Duane Morris' Mexico Business Group have considerable subject matter experience on matters involving Mexican corporate regulations. Our lawyers are bilingual and are trained and licensed in both U.S. and Mexico. The firm maintains alliances and networking relationships in Mexico to facilitate client business, both inbound and outbound.

For More Information

If you have any questions about this Alert, please contact Eduardo Ramos-Gómez, Rosa M. Ertze, Raul Rangel Miguel, any of the attorneys in our Mexico Business Group or the attorney in the firm with whom you regularly in contact.

Disclaimer: This Alert has been prepared and published for informational purposes only and is not offered, nor should be construed, as legal advice. For more information, please see the firm's full disclaimer.