On October 20, 2023, the amendment of several articles of the General Law of Commercial Companies was published in order to allow that Partners and/or Shareholders Meetings and Board Meetings are held through the use of electronic means or any other technology.
The bylaws of the company must contemplate the rules so that the Partners and/or Shareholders Meetings and Board Meetings may be held through the use of electronic means. These must allow simultaneous participation and interaction in the deliberations in a manner functionally equivalent to a face-to-face meeting.
Without the need for an act of God or force majeure, the partners and/or shareholders may hold meetings away from the corporate domicile, provided that all the partners and/or shareholders approve it and there is the possibility of using electronic means or any other technology. The minutes must indicate the domicile at which the respective meeting was held.
The minutes may be signed either handwritten or by electronic signature, by the Chairman and the Secretary of the Meeting, as well as by the Statutory Auditors who attended.
The decree becomes effective the day after its publication, except for the amendment to the second paragraph of Article 81, which will become effective six months after its publication. This amendment establishes that in the case of limited liability companies, the calls for meetings must be published in the Electronic System of the Ministry of Economy with the advance provided in the bylaws, or in the absence thereof, eight days prior to the meeting.
The Hogan Lovells team is prepared to assist you in this and any related matter, including the necessary steps to update bylaws and thus benefit from these new legal options in corporate matters.
Authored by Juan Francisco Torres Landa, Federico De Noriega, Ángel Domínguez de Pedro, and Karla Rabasa.
