Corporate administration is undergoing a significant transformation in the digital era. In October 2023, the General Law of Business Corporations (LGSM) was amended to recognize and formalize shareholders’ meetings held through electronic, optical, or other technological means (“Electronic Means”), which previously depended on the physical presence of participants. Corporate decisions can now be made more efficiently and without geographic constraints, giving companies greater flexibility to operate in a globalized environment.
This reform not only modernizes the legal framework, but also provides that resolutions adopted at meetings held through Electronic Means have the same validity as those adopted in person. In an environment where adaptability is increasingly important to business operations, these rules are particularly relevant.
As meetings held through Electronic Means reshape corporate management, important benefits and best practices emerge for implementing them effectively and securely within the Mexican business environment.
The New Reality of Corporate Meetings: Legal Framework for Electronic Meetings
To implement this modality, companies must adopt certain measures and rules to comply with the requirements established by the LGSM.
First, the company’s bylaws should expressly provide for the possibility of holding meetings electronically and clarify that the use of Electronic Means does not mean the meeting is held outside the company’s registered office. This allows in-person, virtual, or hybrid participation to have the same validity as an in-person meeting. The bylaws should also address the technical conditions required for simultaneous participation, real-time interaction, mechanisms to verify participants’ identities, and secure recording of votes.
Notices for these meetings must be issued through the Ministry of Economy’s portal at least 15 days before the meeting date. Relevant information must be available to shareholders both at the company’s offices and through the Electronic Means established in the bylaws. The bylaws should also address situations in which a signature is required; where permitted by applicable law, that requirement may be satisfied through an electronic signature.
Advantages of Electronic Meetings: Beyond Flexibility
Partners’ or shareholders’ meetings held through Electronic Means offer benefits that go beyond greater flexibility in corporate management. One of the most important is accessibility and global participation. By removing physical barriers, partners and shareholders located anywhere in the world can participate actively, supporting broader inclusion in the decision-making process.
Electronic meetings can also improve operating efficiency. By reducing the costs and time associated with organizing in-person meetings, companies can manage corporate meetings more efficiently. This optimization of resources can improve productivity and allow companies to focus on other strategic aspects of their operations.
Electronic meetings can also strengthen business resilience. The ability to hold virtual meetings supports operational continuity, including during disruptive events. This became particularly evident during the COVID-19 pandemic, when the need to maintain operations highlighted the importance of rules formally recognizing this type of meeting. Electronic meetings give companies an additional mechanism for responding quickly to unforeseen circumstances while continuing to make necessary corporate decisions.
Best Practices for Implementing Electronic Meetings
To help ensure that shareholders’ meetings held through Electronic Means are effective and comply with applicable rules, companies should adopt practices that support proper implementation.
A key recommendation is to amend the bylaws appropriately. The company’s bylaws should expressly provide for meetings through Electronic Means and establish mechanisms to ensure secure access, verify participants’ identities, and, where necessary, validate how votes are cast. A reliable system for accurately identifying participants is an important part of this framework.
Efficient organization and notice are also important. The notice should be clear and accessible, giving interested parties an opportunity to participate and obtain the necessary documentation sufficiently in advance. The notice process should follow the requirements applicable to an in-person meeting, including publication through the Ministry of Economy’s portal within the period established by the bylaws. The notice should also specify the physical and electronic locations for the meeting and clearly indicate that participation through Electronic Means will be available.
During the meeting, appropriate protocols should be followed. Even when the meeting is virtual, it should be conducted with the same discipline as an in-person meeting and allow participants to take an active role. The meeting secretary should properly document the matters discussed, and practical controls may be used to organize speaking turns. These measures support an orderly meeting and an adequate record of deliberations.
These practices not only support compliance with applicable rules, but also facilitate an orderly and effective virtual-meeting experience aligned with the needs of shareholders and the company.
Final Recommendations
Adopting meetings through Electronic Means is not only a step toward modernization, but also an opportunity to rethink how Mexican companies operate in a digital environment. The reform enables more flexible and geographically distributed corporate management, while requiring careful implementation. Mijares advises clients on integrating these practices in a manner consistent with applicable rules and their corporate structure, so that technology can support their operations without disconnecting the process from the legal framework.
La información contenida en esta publicación es de carácter general y tiene fines exclusivamente informativos. No constituye asesoría legal ni debe considerarse una opinión jurídica para casos específicos. Si requiere asesoría sobre un asunto en particular, por favor contacte a nuestro equipo.
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