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Mexico: Reform to several provisions of the General Law of Commercial Companies

26 Oct 2023    2 minute read

In brief

On 20 October 2023, the General Law of Commercial Companies (GLCC) was amended through a decree ("Decree") published on the same date in the Mexican Official Gazette ("Reform").

The purpose of the Reform is to allow Mexican commercial companies to use technological tools, whether electronic, optical or any other technology, to hold their shareholders meeting, minutes and management meeting minutes, including the method for calling them. This Reform will make it easier for Mexican commercial companies to simplify the process for calling and holding shareholders and management meeting minutes, as well as for collecting signatures more quickly and efficiently.

Contents

Recommended actions

The Reform became effective 21 October 2023, with the exception of the reform of Article 81 of the GLCC (publication of calls for meetings of limited liability companies in the electronic system of the Ministry of Economy), which will come into force six months after publication, that is, 21 April 2024.

Commercial companies incorporated prior to the entry into force of this Reform may incorporate these new provisions in their bylaws. Therefore, we recommend (i) that new companies to be incorporated in Mexico include these changes in their bylaws and (ii) existing companies to review the bylaws and incorporate these new provisions.

Baker McKenzie is at your disposal to analyze your bylaws and, if necessary, determine the necessary amendments to update your bylaws to include these new provisions.

Background

The Reform incorporates cases that allow shareholders, partners and management meeting minutes to be held outside the corporate domicile of the companies. These meetings may be held virtually using electronic, optical or other technological means to the extent that the bylaws of the Mexican commercial companies allow the participation of attendees by such means, and as long as the participation is simultaneous and interaction is allowed in the deliberations and decision making in a manner equivalent to a face-to-face meeting. Furthermore, the Reform contemplates for commercial companies to put mechanisms in place that allow access and accreditation of the identity of attendees, validate the meaning of their vote and generate corresponding evidence.

The amendments to GLCC articles are as follows:

  • Article 6 (section XIV was added)
  • Article 75 (second paragraph was added)
  • Article 80 (second and third paragraphs were added)
  • Article 81 (amended)
  • Article 82 (third paragraph was added)
  • Article 143 (fifth paragraph was added)
  • Article 178 (third paragraph was added)
  • Article 179 (second and third paragraphs were added)
  • Article 186 (amended)
  • Article 194 (first paragraph was amended)

Here is a copy of the Decree (in Spanish only) for your reference.

Contact Information
Erik Gutierrez Zuniga
Partner
Mexico City
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erik.gutierrez-zuniga@bakermckenzie.com
Jorge Ruiz
Partner
Mexico City
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jorge.ruiz@bakermckenzie.com
Reynaldo Vizcarra-Mendez
Partner
Mexico City
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reynaldo.vizcarra-mendez@bakermckenzie.com

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