Facing a possible scenario of renewal of stricter isolation measures, it is important to take into account the new horizons that 2020´s social isolation rules (known in Argentina as “ASPO”, after the acronym of “Social, Preventive and Mandatory Isolation”) left us to continue with the internal affairs of Corporations.
The different measures of isolation and social distancing dictated by the Government during the year 2020 had an important impact on an unwired administrative structure highly based on paper. Public agencies, private entities and individuals were unable to comply with the formalities that allow them to function properly.
Although the possibility of holding virtual meetings of corporate bodies had existed since the enactment of the new Civil and Commercial Code, this resource was not used partly as a result of the lack of regulation by the various corporate control agencies of the Argentina´s provinces.
This lack of regulations was partially remedied (at least in the City of Buenos Aires) during the first months of the ASPO through the issuance by the General Inspection of Justice (IGJ, after its acronym in Spanish) of General Resolution 11/20, which aimed at guaranteeing the continuity of the internal management of Corporations during the isolation measures.
However, the referred resolution went even further and left the possibility for companies to authorize in their bylaws the holding of virtual meetings ‑i.e., by remote means- of their internal bodies provided that the bylaws regulation guarantees:
- Access and participation with voice and vote of all participants to the meetings.
- That the platforms used transmit audio and video simultaneously.
- That the meeting is recorded digitally, and the legal representative must keep a copy for 5 years and make it available to the shareholders who require it.
- The communication must clearly and simply inform the platform to be used and how to access it.
It is important to note that none of these innovations implied the elimination of the burden of transcribing the meeting to the corresponding corporate book. In addition, as long as social distancing measures enforced by the Government continue, all companies are exceptionally entitled to hold their meetings under the virtual modality, provided that they comply with the requirements mentioned above.
The possibility of holding remote meetings of the internal governing or administrative bodies of Corporations may be a useful resource to be considered in the incoming months, taking into account the probable enactment of more severe measures of social isolation.
For advice regarding the reform of bylaws and other corporate matters please contact us at [email protected]