The Public Registry of Commerce of the city of Buenos Aires (“IGJ”) regulates the remote meetings of the managing and governing bodies of companies, civil associations and foundations.
The IGJ, by means of General Resolution No. 11/2020 (the “Resolution”), published in the Official Gazette (“BO”) on March 27th, 2020, approved to hold their meetings remotely using digital means for managing and governing bodies.
The aforementioned Resolution was issued in accordance with the provisions of the Argentine Civil and Commercial Code (“CCyCN”), which established the possibility for members of managing and governing bodies to participate in meetings remotely.
In order to be valid the decisions of those remote meetings, by all means it must be ensured that the participants can communicate simultaneously with each other and take into account the requirements mentioned below as follows:
(I) The free accessibility of all participants to the meetings;
(II) The simultaneous transmission of audio and video;
(III) The participation of all the members with voice and vote, including the surveillance committee, if applicable;
(IV) That the meeting be recorded in digital format and a copy;
(V) The meeting to be kept for a period of 5 years;
(VI) That the meeting be transcribed in the corresponding corporate book, identifying its participants; and
(VII) That the request to such meeting includes a mention to the means of communication chosen and the method of access.
Although the Resolution issued by IGJ could be contemplated as of emergency, considering that it was issued so that companies can hold their meetings remotely, during the period of limitation or restriction on the free movement of people, as a consequence of the COVID-19 pandemic, it is also necessary to highlight that, after the end of the limitation or restriction abovementioned, IGJ will allow companies, civil associations and foundations to continue implementing remote meetings, if this is expressly established in their by-laws.
Likewise, we believe that in our province, the Registry of Commerce of the province of Mendoza (“DPJ”), should follow the guidelines outlined by IGJ, -as it has usually made- , amending Resolution 2400/2015 (which only provides in general terms, the remote meetings of the managing bodies) and allowing, during the term of the pandemic COVID-19, and after its termination, that commercial companies, civil associations and foundations can hold remote meetings, not only for its managing bodies, but also for its governing bodies, if expressly mentioned in their by-laws.
In this way, the government agency that regulates the life of commercial companies, civil associations and foundations, would be accompanying the technological advances that providers of legal services must get used to nowadays.
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This article has been drafted by Facundo Correa Cremaschi and Yanira S. Isuani. For more information, contact the above telephone numbers or by e-mail to fcc@correacremaschi.com or ysi@correacremaschi.com
This is a courtesy of CORREA CREMASCHI ABOGADOS for its clients and friends.
It is not intended to provide legal advice on any topic.