By BGBG Abogados Corporation area
Background
On June 13, 2014, the Ministry of Economy published a series of substantial amendments to several codes and laws on business matters on the Federal Official Gazette. One of the most significant amendments was applied to the General Corporation Law, specifically on the modality of the business corporation publications. Said amendment implied not posting on journals and officials gazettes the notices provided by the legislation.
Business Corporation Publications Electronic System
As a result of the foregoing, an electronic system managed by the Ministry of Economy began operating on June 12, 2015, on its webpage psm.economia.gob.mx. It is intended to upload the publications to be made in accordance with the General Corporation Law to ensure the publicity of legal acts. This is a result of an Agreement published to establish the Business Corporation Publications Electronic System and the provisions for its operation.
The following publications can be made in the Business Corporation Publications (PSM) Electronic System:
- Notice of call to the General Constitutive Meeting (General Corporation Law, Article 99);
- Notice of call to the General Meetings (General Corporation Law, Article 186);
- Notice of call to the Stock Certificates Holders Meeting (General Law on Negotiable Instruments and Credit Transactions, Article 288 s);
- Notice of call to the Meeting by Authority Order (General Corporation Law, Articles 168, 184, and 185);
- Agreement for the Capital Stock Increase Meeting (General Corporation Law, Article 132);
- Balance Sheet of the Foreign Companies Negotiation (General Corporation Law, Article 251);
- Balance of the Companies issuing Bonds (General Law on Negotiable Instruments and Credit Transactions, Article 212);
- Financial statements, notes, and commissioners rulings (General Corporation Law, Article 177);
- Capital Stock reduction (General Corporation Law, Article 9);
- Agreements on merger, last balance of each corporation, system established for the extinguishment of its liabilities (General Corporation Law, Article 223);
- Demerger resolution (General Corporation Law, Article 228 BIS, Section V);
- Transformation agreement (General Corporation Law, Article 228);
- Exhibit decree which term or amount is not stated in the shares (General Corporation Law, Article 119);
- Partial distribution agreement (Settlement) (General Corporation Law, Article 243);
- Balance (Settlement) (General Corporation Law, Article 247);
- Result of the lottery to designate redeemed shares (General Corporation Law, Article 136);
- Result of the lottery to designate redeemed shares,
- Publication of agreements on partial distribution on settlements,
- Transportation businesspeople regulations (Code of Commerce, Article 600), and
- Other publications provided for in the commercial laws following the catalog provided in the system.
The use of the system implemented by the Ministry of Economy is mandatory for all companies when making corporate transactions that require advertising. Under the foregoing, if the bylaws of the company provide for a different system of publication, such as the official gazette or newspaper, newspaper of primary circulation, among others, it is recommended that the bylaws of the company be amended to avoid possible inconsistencies with the law in force.
By
Federico De Palacio Ruiz Cabañas
Partner, Corporate Director
Bello, Gallardo, Bonequi y García, S.C.