On March 26, the Public Registry of Commerce published Resolution No. 11/2020 applicable in the area of the Autonomous City of Buenos Aires, modifying arts. 84 and 360 of the previous Resolution No. 7/2015. The Resolution enables the meetings of the different companies’ government bodies, civil associations and foundations, via digital platforms or different means that grant the possibility of digital connections.
Although article 233 of the General Companies Law indicates that shareholders must meet at the headquarters or in the corresponding place according to their local jurisdiction, the same law imposes, as a general principle, full freedom of form in the design of clauses in their social statute, for the government bodies where to make their decisions. On the other hand, the second article of the Civil and Commercial Code establishes the interpretation of the laws where its words, its purposes, similar laws, the provisions that arise from the Human Rights Treaties, the principles and legal values must be taken into account, with the entirely legal system. That is what the General Companies Law intends, to be able to verify access to all members of both, administrative body and the governing body, the participation and accessibility to carry out the decision-making process. What this measure procures, given an exceptional and special situation, is precisely the remote access to be able to participate in the assembly, even so, following the lines of the interpretation of the art. 233 understanding that the act is held within the jurisdictions.
Digital communication must guarantee to the participants: 1. Free accessibility of all participants to meetings; 2. The possibility of participating in the meeting remotely through platforms that allow the simultaneous transmission of audio and video; 3. The participation with voice and vote of all the members and the inspection body, if 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 an express record of the participants to the meeting and it must be signed by the legal representative. 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.
The Resolution watches over the legally protected interest, guaranteeing the right of participation. Helping, at the same time, to comply with the mandatory quarantine and the protection of health, ensuring that society can comply with its normal operation and adopt measures, to be later transcribed in the initialed minute’s book.
Digital communication must guarantee to the participants: 1. Free accessibility of all participants to meetings; 2. The possibility of participating in the meeting remotely through platforms that allow the simultaneous transmission of audio and video; 3. The participation with voice and vote of all the members and the inspection body, if 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. 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.
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