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During the following days all companies, in compliance with Article 422 of the Commercial Code, must hold the ordinary meeting of the Shareholders and Board of Directors, the latter for those companies that have Board of Directors, to examine the situation of the company, appoint administrators and other officers, determine the economical guidelines of the company, consider the accounts and balance of the previous fiscal year and distribute profits, as applicable.

 

Upon the declaration by the Ministry of Health in connection with the situation that arose from the COVID-19 virus, the Ministry of Commerce, Industry, and Tourism has issued the Decree 398 of March 13, 2020, through which it is seeking to avoid the reunion of people in ordinary or extraordinary meetings of the corporate bodies, facilitating mechanisms that mitigate the risk of spreading acute respiratory diseases, and has implemented the following measures, which are likewise applicable to Non-profit entities:

1. The companies and the Non-profit entities that, as of the date of the publication of the aforementioned Decree in the Official Gazette (March 13, 2020), have summoned an ordinary meeting of the maximum corporate body, may, until the business day prior to the meeting, send a communication in connection with the summoning of the ordinary meeting, indicating that the meeting will be held pursuant to article 19 of Law 222 of 1995, that is, under the virtual meeting mechanism.

2. In that communication, the technological means and the manner in which the shareholders, their proxies and Board members will have access to the meeting, must be indicated.

3. The communication must be made in the same manner used for the summoning.

4. The legal representative must record in the corresponding minutes of the meeting that the required quorum was present during the entire meeting.

5. The legal representative must verify the identity of the participants of the meeting to guarantee that they are in fact shareholders, proxies or Board members.

In accordance with article 19 of Law 222 of 1995, as long as it can be proven, there will be a Shareholders Meeting or Board of Partners, when through any means all shareholders or Board members, may deliberate through simultaneous and consecutive communications. However, giving the existing health situation, the Ministry has indicated that by “all shareholders or Board members”, it must be understood that it is the members or shareholders present during the virtual meeting, as long as there are the necessary participants to deliberate, as stated in the law or in the bylaws. 

The measures indicated above are applicable likewise to all corporate bodies, i.e., Shareholders General Assembly and Board of Directors and to the Non-Profit entities, whether this is ordinary or extraordinary meetings, as well as mixed meetings, which is understood as those that allow the virtual and physical presence of the shareholders or the Board members, founding members and associates.

 
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