Today, October 20th, 2023, an amendment unanimously approved by the Senate to the General Law of Commercial Companies (“GLCC”) was published in the Official Gazette of the Federation, in accordance with the provisions of Article 72 of the Political Constitution of the United Mexican States.
This amendment will come into effect on the next day following its publication in the Official Gazette of the Federation, except for the amendments to Article 81 of the GLCC, which will take effect within a period of six months from the date of publication in the Official Gazette of the Federation.
The Decree amends the following articles of the GLCC: second paragraph of Article 81; first paragraph of Articles 186 and 194; it also adds a fourteenth section to Article 6; second paragraph to Article 75; second and third paragraphs to Article 80; third paragraph to Article 82; fifth paragraph to Article 143; third paragraph to Article 178; and second, third, and fourth paragraphs to Article 179.
Main Objectives of the Reform
In general terms, the following are the most relevant points of the reform:
A. The holding of partners / shareholders meetings and sessions of the governing bodies of companies may be conducted through electronic, optical, and/or any other technology that allows the full or partial participation of attendees (which must be stipulated in the company´s bylaws). Although the GLCC foresees that generally the meetings and sessions shall be held at the corporation’s domicile for them to be valid, this requisite will be satisfied if it is delivered through electronic means.
It is important to note that legal entities incorporated prior to the enactment of the Decree may adopt the reformed provisions into their bylaws through this current Decree. Accordingly, we deem it very recommendable to undertake a review and amendment to your company bylaws for taking advantage of the versatility and agility for implementing accords after the foregoing new provisions.
