As anticipated in our newsletter published last March 25th, the Superintendence of Corporations (the “Superintendence”) published today in the Official Gazette General Resolution No. 11/2020 (“Resolution 11/2020”), by means of which it introduced lower requirements regarding remote corporate meetings, as a consequence of the social, preventive and compulsory quarantine imposed by the Executive Branch through Decree No. 297/2020 (published on 03/19/20).

Resolution 11/2020 amends Section 84 of General Resolution 7/2015, and includes the possibility of holding remote corporate meetings, for both management (e.g., boards) and governing bodies (previously, only meetings of the management bodies were allowed to be held remotely). In this same sense, the requirement to fulfill quorums with the physical presence of the majority of the members at the meeting venue was also suppressed, and it can also be met remotely.

Additionally, and although the by-laws should provide with the necessary mechanisms for holding remote meetings of the corporate bodies, it was provided that while the quarantine lasts as a consequence of the state of health emergency, companies and non-profit organizations may hold the meetings of their administrative and governing bodies remotely even if their by-laws do not include an express provision on this matter.

In any case, all meetings to be held remotely -during the quarantine or not-, must comply with all the following procedures:

  1. full access for all participants of the meetings;
  2. the possibility of participating through a platform that allows simultaneous transmission of both audio and video;
  3. to allow the participation with voice and vote for all the members and of the syndic, if applicable;
  4. meetings must be digitally recorded;
  5. the legal representative shall keep a digital record for a period of five (5) years, and shall make it available upon request of any shareholder;
  6. the meeting shall be transcribed to the corresponding book, indicating the participants, and shall be signed by the legal representative; and
  7. when summoning any meeting, the digital platform to be used must be specified in detail.

Finally, it should be noted that -concurrently with the provisions for other type of corporations- the requirements and possibility to hold remote meetings was also authorized for non-profit organizations (Asociaciones Civiles).

Should you require additional advice regarding the different alternatives to carry out remote meetings, do not hesitate to contact Juan Pablo Bove, Federico Otero, Julián Razumny, Pablo Tarantino, or Agustín Griffi, or