General Shareholder Meetings and virtual Board Meetings during the COVID-19 pandemic

The establishment of social isolation by government authorities, as a measure of protection from the COVID-19, has brought a series of changes to the habits of our society, and companies are no exception.

The General Law of Corporations (LGS), the legal framework under which companies operate in Peru, establishes in its article No. 114 that once a year and in a mandatory manner, a meeting must be called and held with the participation of all shareholders, which must take place three months after the end of the fiscal year (from January to March).

When unable to comply with the provisions of the mentioned regulation, only Closed Corporations (SAC) may use these types of non-presential and virtual meetings. In the case of Open Corporation (SAA), provided that the articles of their association authorize it, they may carry out the call to meeting through the use of a fax machine, e-mail or other means of communication that allow for the receipt of a confirmation and the subsequent holding of the meeting.

Regarding the Board of Directors Meetings, Article No. 169 of the LGS authorizes the holding of non-presential meetings, especially in situations such as the present one.

Finally, all participants in a shareholders meeting or board meeting must sign the minutes, as a sign of agreement and authorization for the execution of the agreements approved therein, and if required, the general manager will be in charge of certifying them.

For further information or to request advice on this matter, please write to the following e-mail addresses: omago@omcabogados.com and marketing@omcabogados.com.pe