Action on COVID-19: non-face-to-face meetings of membership meetings

Considering the declaration of health emergency due to COVID-19 and that as a general rule, the ordinary meetings of the competent corporate bodies of different legal entities, must be held before March 31 of each year, the National Government issued Decree 398 of March 13, 2020 "whereby Decree 1074 of 2015 is added, Sole Regulatory Decree of the Commerce, Industry and Tourism Sector, to partially regulate Article 19 of Law 222 of 1995, regarding the development of non-face-to-face meetings of partners' meetings, general shareholders' meetings or boards of directors, and other provisions are issued".

By means of this decree, the rules governing the call, quorum, and majorities of the meetings of partners, general meetings of shareholders and/or boards of directors that are held in a non-face-to-face manner are regulated, as follows:

In those cases, in which at the date of issuance of the decree a call for the holding of the ordinary meeting has been sent, the legal representative may send up to one day before the date of the called meeting, a complementary document ("scope") to the call, specifying that the meeting will be held under the terms of Article 19 of Law 222 of 1995[1]. The notification of said document must be made by the same means used for the notice of the meeting. Likewise, said scope shall indicate the technological means and the way in which the meeting will be accessed by the participants.

Non-presential meetings may be held if the number of participating shareholders, partners or members constitutes the quorum required by the bylaws or the law. The legal representative must record in the minutes the continuity of the quorum throughout the meeting.

At the meeting, the legal representative must guarantee the full identification of the participants, so that it is clearly established that whoever participates is the shareholder, partner or member of the respective corporate body (or his proxy).

In this order of ideas, the legal representatives and shareholders, partners and/or members of the board of directors will have an alternative for holding ordinary meetings, without having to meet physically, thus guaranteeing the exercise of their political rights and supporting the prevention and containment of the epidemiological risk associated with COVID-19.

[1] Modified by article 148 of Decree Law 019 of 2012, and article 1 of Decree 398 of 2020.