The Public Registry of Commerce allows remote Board of Directors and Shareholders Meetings

Considering the current emergency, the Public Registry of Commerce of the City of Buenos Aires (Inspección General de Justicia, “IGJ”) issued the General Resolution no. 11/2020, which was published in the Official Gazette on March 26, 2020. The Resolutionallows the meetings of the companies’ administration and government bodies and of NPOs or foundations to be remotely held through the use of computers, and digital means or platforms if such possibility is contemplated in their by-laws. Notwithstanding the foregoing, as long as the restrictions on general circulation are in force, companies and other entities may hold their meetings remotely, even if they are not authorized to do so by their by-laws.

The Resolution requires the compliance with the following requirements to perform remote meetings:

1. free accessibility to the meetings of all the participants;
2. the possibility of participating remotely through video or digital platforms that allow simultaneous transmission of audio and video;
3. the participation of attendees with voice and voting rights and members of the statutory auditors, as applicable;
4. record on digital media of the meeting;
5. the recorded meeting must be kept on a digital copy, which must be available to any partner who requests it, for a term of five years;
6. the meeting held must be copied to the corporate books, leaving express record of the participants to the meeting and it must be signed by the legal representative; and
7. in the call for the meeting by the legal and statutory means, the chosen means of communication and the corresponding means of access to guarantee attendees’ participation must be clearly informed.