In brief

In May 2021, Law No. 31194 came into force, amending the General Corporation Law and adopting other provisions to make it easier for the bodies of companies and other types of legal persons to sit and adopt agreements in a non-face-to-face manner (through electronic means or other forms of communication).

With this law, a regulatory framework for the implementation of remote meetings of the organs of any type of society is introduced in Article 21-A of the General Corporation Law, which previously regulated the vote by electronic means or by post to the the board, in accordance with the rules laid down in their statutes. Moreover, this extends the legal authorization to other types of legal persons, including those regulated in the Civil Code and special laws.

Effects of the norm: permanent and general authorization

Our legal system today has a general authorization for the realization of non-face-to-face sessions, although it has not been expressly set forth that this type of session be the default rule due to the lack of a separate rule in the corresponding statute (as in the case of the sessions of the General Meeting of Shareholders of closed corporations, or in the directory sessions of corporations).

However, the following provisions are envisaged to encourage legal persons to take advantage of this more flexible form of agreement:

  • It is possible to modify the statute of an entity to adapt it to the rules provided for in the new Article 21-A of the General Corporation Law, and for this purpose, the meeting of the corresponding body may be held in a non-face-to-face manner (even if the statute does not yet authorize it at that time), respecting the guarantees provided for in that rule.
  • During an emergency regime (as in the case of a state of emergency), under which the holding of face-to-face sessions is prevented by the suspension of the exercise of constitutional rights (as in the case of the right of assembly), non-face-to-face sessions may be held in accordance with the new Article 21-A of the General Corporation Law, even if it is not expressly regulated by the statute.

It should be noted that the state of emergency in force, in the context of the COVID-19 pandemic, entails the prohibition of any type of assembly that involves concentration or agglomeration of people, and there are also capacity limitations differentiated according to economic activity.

The aforementioned law leaves without effect the emergency decrees that previously established exceptional and temporary provisions for the holding of non-face-to-face sessions for the control bodies of legal persons, in the context of the COVID-19 pandemic.

Digital signature of records

An innovationof the new text of Article 21-A of the General Corporation Law is that for meeting records of non-face-to-face sessions, the possibility of these being also digitally signed is now recognized.

However, the rule does not expressly specify whether they are digital signatures, in accordance with the regulations on the subject, or any type of electronic signature made by digital means.

Early voting

Although it recognizes the possibility that non-face-to-face voting may be carried out by digital signature, other electronic means (or of a similar nature) or in writing with a legalized signature, the new wording of Article 21-A of the General Corporation Law no longer refers to electronic or postal voting as a means for determining the quorum and the installation of the board.

In this way, there would no longer be an express regulation for participation in the adoption of board agreements, without intervention in the corresponding session.

We trust that this information will be useful to you and your company. If you require legal advice on this issue, do not hesitate to contact us.