By means of the Decree 176 of February 23, 2021, the following rules were set applicable for the ordinary meetings corresponding to fiscal years 2019 and 2020:
- Deadline for the ordinary meetings corresponding to the 2019 fiscal year: The ordinary meetings of the general shareholders’ assembly or board of partners’ whereby the financial statements as of December 31, 2019, that are pending approval, must be held no later than March 31st, 2021. If the meeting has not been summoned, the partners may meet on the first business day of April 2021 at 10:00 a.m. at the offices of the main domicile where the company operates.
- Ordinary meetings corresponding to the 2020 fiscal year: The ordinary meetings of the general shareholders’ assembly or board of partners’ where the financial statements as of December 31, 2020, are approved, shall be held in accordance with the provisions set forth in article 422 of the Code of Commerce, (e., within the first three months of 2021, unless, in the case of simplified stock companies, a different date has been established in the bylaws).
- Ordinary meetings not in person or mixed: Each company may choose whether the ordinary meeting of the highest corporate body shall be in person, not in person or mixed and must consider the statutory provisions for summon, quorum, and majorities and in particular the provisions of Decree 398 of March 13, 2020 (which allows the approval of decisions in meetings, not in person with the majority of the partners or members present).
- Right of inspection: The managers/administrators of the company may provide to the shareholders the documents necessary to exercise the right of inspection, using digital repositories or any other technological means that protect the confidentiality of the information.
- Joint regular meetings of 2019 and 2020 fiscal years: The term of inspection shall be as indicated in the bylaws and shall be held at the same time for the documents of both fiscal years (2019 and 2020). However, at the meeting, the matters corresponding to the 2019´s fiscal year shall be evacuated first and then those of the 2020 fiscal year.
- Impossibility for the development of meetings in its own right: If due to any situation derived from the COVID-19 restrictions, a meeting cannot be held on April 1st, 2021, any of the partners may request the competent authority (the entity which exercises supervision over the company) to order the administrator or statutory auditor to call a meeting where the matters of the ordinary meeting shall be discussed.
- Sanctions for administrators: Administrators who do not summon the ordinary meeting or do not allow the right of inspection for the 2019 and 2020 fiscal years, may be sanctioned and removed by the competent entity.
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