Amendment to the General Law of Commercial Companies Allows Corporate Acts through Electronic Means

On October 20, 2023, a decree amending several provisions of the General Law of Commercial Companies (the “Amendment”) was published in the Official Journal of the Federation (Diario Oficial de la Federación). The Amendment provides a legal basis for the the execution of corporate acts by electronic means and outside the corporate domicile of the company.

As a result of the Amendment, companies will be able to, among other things, hold:

1. Partners’ meetings (in the case of limited liability companies) and shareholders’ meetings (in the case of corporations) through the use of electronic, optical, or any other type of media;
2. Meetings of the company’s administrative body (e.g., a board of directors or board of managers) through the use of electronic, optical, and any other type of media; and
3. Partners’ meetings and shareholders’ meetings at a location other than the registered domicile of the company, as long as it is approved by all the partners or shareholders.

The Amendment likewise expressly permits the signing of the minutes of shareholders’ meetings in the corporation (sociedad anónima) through the use of electronic signatures.

It is important to note that, in order to execute the aforementioned legal acts, each company must amend their bylaws in order to benefit from the provisions of the Amendment.

The Amendment represents an important step forward in modernizing the legislation applicable to commercial companies in Mexico. However, the Amendment itself triggers important challenges to its implementation.

We at Mayer Brown have actively contributed to the development of best practices in electronic commerce, including the execution of legal acts through the use of electronic signatures, which we consider essential to include in the corporate documents of commercial companies.¹ Likewise, we have worked closely with leading electronic signature platforms to establish clauses, criteria, and best practices in this area, with the goal of strengthening the corporate governance of each company we work with.

Disclaimer: This material should not be considered legal advice and is provided for informational purposes only.

¹ For more information regarding the use of electronic signatures in commercial transactions, please see our Legal Update.