Covid-19: Latin America Overview | Corporate law

The Argentine Securities and Exchange Commission (CNV, for its acronym in Spanish), by means of General Resolution Nº 830 set forth a new regulation regarding the possibility to hold meetings remotely by the management and governing bodies of the listed companies, during the Health Emergency framework declared by the Decree of Need and Urgency Nº 297/2020.

In this respect, the CNV resolution set forth, among other things, the following measures:

  • Remote meetings of the management and governing bodies of the listed companies during the Health Emergency framework, even if that is not expressly provided in the companies’ social status. Such meetings shall be hold remotely through audio and video transmission platforms that allow the participants to deliberate and vote, as well as the statutory body, if applicable.
  • Digital records of the meeting and its conservation by the representative of the company for a 5-year term.
  • The meeting must be transcribed into the corresponding corporate book, stating who has attended such meeting, and must be signed by the legal representative of the company.
  • Invitation to the shareholders meeting. The company must inform in the call for the meeting which is the chosen communication channel, mode of access and procedure for issuance of the vote in order to enable the engagement. Besides, the company shall inform an e-mail by mean of which the shareholders will communicate their attendance to the meeting.
  • In the eventual that the possibility of holding remote board of director meetings is not authorized by the by-laws, the first face-to-face shareholders meeting to be held once the emergency measures have been lifted must ratify the resolutions made by the board of directors as a specific item of the agenda.

In this regard, the Public Registry of Commerce of the City of Buenos Aires (IGJ, for its acronym in Spanish), by means of the General Resolution Nº 11/2020, also set forth a new regulation regarding the possibility to hold meetings remotely by the management and governing bodies of companies and civil associations, amending consequently Sections 84 and 360 of the IGJ General Resolution Nº 7/2015, which required that -at least- quorum was held with the members who physically attended al the place of the meeting, although it allowed remote participation of some members of the management.

By means of this resolution, the IGJ allowed the management and governing bodies of companies and civil associations, which by-laws expressly provide in such ways, to hold meetings remotely through audio and video transmission platforms. In the same way as provided by the CNV, the remote meetings must be recorded in digital drives, and a copy of such record must be kept by the representative of the companies or civil associations for a 5-year term. Besides, the meeting must be transcribed into the corresponding corporate book. Finally, while the nationwide lockdown in an effort to limit the spread of the COVID-19 virus remain in place, these remote meetings shall be allowed even if this is not expressly contemplated in the companies and civil associations’ by-laws.

Furthermore, the IGJ, by means of the General Resolution Nº 28/2020, suspended the time limits in force between March 20, 2020 and May 24, 2020, setting the automatic extension of that deadlines as long as the administrative deadlines do not resume nationally.