New instructions for Ordinary Meetings and renewal of commercial registration

On March 17, the Superintendence of Corporations issued External Circular 100-000002 (hereinafter "the Circular"), with which instructions are given regarding the development of meetings of the highest corporate body, in view of the provisions of the recent Decree 398 of 2020 -which regulates non-face-to-face or mixed meetings- and the situation of sanitary emergency in which the country is in due to COVID-19.

In accordance with the above, those instructions regarding the development of meetings in the state of emergency should be observed with special attention, as they allow clarity on the scenarios that may arise and how to cope with them. Therefore, the respective instructions are listed below:

a. The members and administrators should, as far as possible, avoid displacements and agglomerations and comply with the restrictions of the national or territorial authorities.

b. Regarding the scope of the notice that allows the meeting to be held in person or mixed, in addition to complying with the obligation to send it by the same means by which the notice was sent, it is invited to be published by other additional means.

c. In those cases in which it is not possible to hold a non-face-to-face or mixed meeting, and as long as the capacity limits imposed by national or territorial authorities are not exceeded, it is recommended to consider that the members attend through proxies in order to reduce the number of people at the meeting.

d. When the occurs, the legal representative must warn of the need to adopt protection and self-care measures in order to avoid the spread of COVID-19.

e. When the ordinary meeting cannot be called by non-face-to-face mechanisms, or if the capacity of the face-to-face or mixed meeting exceeds the capacity limits imposed by the emergency, the following must be considered:

i) The legal representative must immediately warn the members, and by the same means in which the call was made, that it is impossible for the meeting to be held, since the health emergency and restrictions generate an event of force majeure or fortuitous event.

ii) Once the circumstances that gave rise to the declaration of emergency have been overcome, and the orders of capacity have been modified, or when there are technological means that allow a non-presential or mixed meeting, a call for the regular meeting shall be made.

iii) In this case, the assumption of absence of notice shall not apply and, therefore, the meeting by right established in the Code of Commerce shall not proceed.

f. If the meeting does not take place due to the lack of a quorum, the provisions for second call meetings shall be considered. If the state of health emergency is maintained, the meeting shall be held by means of a non-presential or mixed meeting mechanism.

g. For the exercise of the right of inspection, it is recommended that virtual mechanisms be established to allow information to be made available to those members who request it. The necessary security measures should be considered.

In relation to this matter, Decree 434 of March 19, 2020, provided, among other things, that the ordinary meetings corresponding to the fiscal year 2019, may be held within the month following the end of the sanitary emergency that the country is currently facing.

In addition, the decree in question extended the terms to renew the commercial registration, RUNEOL and other records that make up the Single Business and Social Registry - RUES, until July 3, 2020, while the deadline to renew the Single Registry of Bidders (RUP) was extended until the fifth working day of July 2020.