It’s our pleasure to inform you that, in accordance with Decree No. 61 dated June 15, 2021, transitory provisions were approved to allow the holding of Board and General Shareholder Meetings of legal entities by videoconference or other technological means, which will come into effect from the date of its publication in the Official Gazette and with its effects ending on December 31, 2021.

The regulations establish that the General Shareholder Meetings or Assemblies of all types of legal entities may be held by videoconference or through the use of any technological means that guarantee security and confidentiality measures for the participation of its members, applying the provisions of the second and third subparagraphs of Article 258 of the Commercial Code.

These are in addition to what is established in Article 258 of the Commercial Code that refers to Board of Directors’ sessions, indicating that these may be held through videoconferences, when one or more of its members or most of them are in different places, within or outside the territory of the Republic. In regards to the responsibility of recording by technological means and creating a literal transcript of the agreements made and thereafter recording it in the corresponding minute book, the following should be considered:

1. That the place of the meeting will be understood to be held at the entity’s domicile;
2. That it is the responsibility of the administration of each entity to approve the participation guidelines, quorum, details of the points to be addressed, their execution, and the electronic vote; guidelines that must be informed by any means to the members;
3. That the technological means used by the entities guarantee the security, availability, integrity, and confidentiality measures of the information generated; and
4. That the technological means to be used demonstrate, guarantee, and reliably prove the personal identity of each participant.

Regarding representations referred to in Article 131 of the Commercial Code, which establishes that shareholders may be represented at meetings by another shareholder or by a person outside the company, and it is not established in the corporate deed or bylaws, before the session they must send the representation letter in digital form to the legal representative or administrator of the legal entity and the letters of representation must be recorded in the quorum minutes.

For any need or legal advice on this matter, the professionals in the corporate area of Mayora & Mayora are at your disposal. For more information, you can find us through our contact details on our website www.mayora-mayora.com.