Amendment to the General Law of Commercial Companies. Meetings and Sessions by remote and technological means.

On October 20, 2023, a decree amending several provisions of the General Law of Commercial Companies (“LGSM”) regarding meetings and sessions held by technological means (the “Decree”) was published in the Federal Official Gazette.

The amendments to the LGSM are mainly focused on recognizing and allowing the holding of partners’ or shareholders’ meetings (“Meetings”), as well as meetings of the administrative body (“Sessions”) of the companies, remotely through the use of electronic, optical or any other technology (“Technological Means”).

In this regard, the points to be highlighted are the following:

1. At the time of incorporating a company, it is now an indispensable minimum requirement that the bylaws establish the rules to be followed so that the Meetings and Sessions, respectively, may be held through Technological Means.

The Technological Means are allowed as long as: (a) they allow a simultaneous participation and a correct interaction among the partners, shareholders or directors; and (b) there are means to evidence the identity of the participants and of their vote.

2. The holding of Meetings or Sessions through Technological Means is allowed mainly when the bylaws expressly provide for it or, if not expressly provided, when all the shareholders agree that it be held in this manner.

3. The holding of Meetings or Sessions through Technological Means shall not be understood as if they had been held outside the registered office or corporate domicile of the company in question and, therefore, they shall be fully valid.

4. Minutes shall be taken of each Meeting, which shall then be recorded in the respective corporate book, and shall be signed by the President and Secretary of said Meeting.

5. Additionally, limited liability companies(sociedades de responsabilidad limitada) are required to publish their calls for partners’ meetings through the electronic system of the Ministry of Economy.

We remain at your service for any doubt you might have regarding the application of the provisions of the such Decree.