The purpose of this note is to inform you about the recent binding precedent issued by the First Chamber of the Supreme Court of Justice (thesis 1a./J. 77/2025), which mandates the publication of shareholders’ general meeting calls on the electronic system established by the Ministry of Economy, irrespective of the provisions included in the company’s bylaws.
Background and Relevant Facts
The Supreme Court reviewed a case involving a shareholder who contested the validity of a general shareholders’ meeting, arguing that the meeting call did not comply with the legal requirements, particularly the obligation to publish it on the electronic system established by the Ministry of Economy, as required under Article 186 of the General Law of Commercial Companies (LGSM).
Legal Criteria
The First Chamber concluded that, following the amendment to Article 186 of the LGSM published in the Official Gazette on June 13th, 2014, it is mandatory to publish shareholders’ general meeting calls on the Ministry of Economy’s electronic system. This requirement supersedes any provisions established in the company’s bylaws, which may provide additional means of notification but never replace this statutory obligation.
Practical Implications
This binding precedent clearly states that failure to comply with the requirement to publish meeting calls on the Ministry of Economy’s electronic system can lead to the invalidation of shareholders’ meetings and the resolutions adopted therein. Therefore, we recommend carefully reviewing internal practices to ensure strict compliance with this legal provision, in addition to any other means specified in the bylaws.
