Use of Electronic Means for Holding Meetings of Partners and Shareholders

Specifically, through the Initiative it is sought to amend and/or add articles 6, 75, 80, 81, 82, 143, 178, 179, 186, and 194 in order to regulate the full validity of the use of electronic, optical, or any other technological means (“Electronic Means”) to enable the holding of meetings of partners or shareholders (“Meetings”) and meetings of collegiate management and oversight bodies (“Corporate Meetings”) outside the corporate domicile of Mexican companies. Such reform will constitute a new and important tool for commercial companies. The purpose of the Initiative is to: 1. Enable, as an alternative and equivalent means to physical presence, the holding of Meetings and Corporate Meetings through the use of Electronic Means. 2. Allow Meetings, as well as Corporate Meetings, to be held wholly or partially through in-person or virtual attendance by means of Electronic Means. 3. Preserve the principle of full equivalence between the use of traditional and electronic means, as well as that of technological neutrality provided for by the Commercial Code. That is, that any act that can be carried out by physical means may be carried out by telematic and/or electronic means, retaining the same legal and evidentiary value as the acts carried out by conventional means, as well as the supplementarily applicable principles of the Federal Civil Code. 4. Regulate the use of Electronic Means for the documentation of records, minutes, and other documents, by recognizing that these are already recognized by the Commercial Code and the Federal Civil Code and, therefore, not making the use of one over the other mandatory, safeguarding the freedom of the parties to choose the manner of documenting such documents that suits their interests. 5. Make more flexible the requirement to hold Meetings at the corporate domicile of the companies, allowing partners or shareholders to agree, on a case-by-case basis, to hold Meetings outside the corporate domicile. The foregoing in order to safeguard the right of each partner or shareholder to attend the Meetings by Electronic Means or in person. Finally, on September 12, 2023, the Initiative was referred to the Federal Executive, so its prompt publication in the Official Federal Gazette is expected. For more information regarding the repercussions of the Initiative in practice and the implementation of the use of Electronic Means for holding Meetings and Corporate Meetings, please contact: Luis Burgueño, Partner:+52 (55) 5258-1003 | lburgueno@vwys.com.mx Rupert Hüttler, Partner:+52 (55) 5258-1038 | rhuettler@vwys.com.mx Fernando Carreño, Partner:+52 (55) 5258-1042 | fcarreno@vwys.com.mx Pablo Saez, Partner:+52 (55) 5258-1085 | psaez@vwys.com.mx Alberto Córdoba, Partner:+52 (55) 5258-1016 | acordoba@vwys.com.mx Alejandro Orellana, Partner:+52 (55) 5258-1085 | aorellana@vwys.com.mx Pablo Jiménez, Partner:+52 (55) 5258-1016 | pjimenez@vwys.com.mx Katharina Roehr, Partner:+52 (55) 5258-1023 | kroehr@vwys.com.mx Anna-Maria Brandstädter, Associate:+52 (55) 5258-1038 | abrandstadter@vwys.com.mx Samuel Alejandro Gutiérrez, Associate:+52 (55) 5258-1042 | sgutierrez@vwys.com.mx