The Public Registry of Commerce of the City of Buenos Aires issues regulation on virtual-only corporate meetings

HD&S | 27/03/20 | Newsletters, Notas

As a consequence of the present corona virus crisis, the Public Registry of Commerce of the City of Buenos Aires has issued Resolution N° 11/2020 (the “Resolution”) establishing in which circumstances may unlisted local companies hold virtual-only meetings of their boards of directors and meetings of shareholders or quotaholders.

The Resolution was published in the legal gazette on March 26, 2020. The Resolution establishes that the meetings of the boards of directors and the meetings of shareholders or quotaholders may be held remotely (eg, through videoconferences) only when the by-laws of such companies contain provisions that guarantee the following:

  • Open access to the meetings by all the persons required to participate in them;
  • The possibility to participate in the remote meeting via platforms that permit the simultaneous transmission of audio and video;
  • The participation with voice and vote of all persons involved in the meeting;
  • That the meeting be recorded on a digital medium;
  • That a copy of the minutes of the meeting be preserved on a digital support for a five-year term; a copy of the minutes shall be made available to all persons involved that request it;
  • That the meeting be transcribed into the corporate books expressly naming who are the persons that participated;
  • That the notice calling for the meeting expressly describe under what terms shall the meeting be held remotely and how to access the meeting.

Furthermore, given the full quarantine enacted by the Government by Decree N° 297/2020 as a consequence of the Coronavirus crisis, the Resolution states that, during the whole period of such quarantine, remote meetings held by digital media or platforms shall be permitted to unlisted local companies, even when this is not expressly provided for in their by-laws. When the term of this quarantine expires, remote meetings held by digital media or platforms will be allowed for unlisted local companies only when it is expressly provided in their by-laws.


Practice Areas