The Securities Commission simplifies the requirements for shareholders’ meetings and authorizes certain corporate books to be kept by digital means

Javier CanosaPartner, Canosa Abogados

Through General Resolution N ° 789/2019 (the “Resolution”), published on Friday, April 5, 2019, the National Securities Commission (“CNV” – Comisión Nacional de Valores) established certain parameters in order to harmonize and facilitate the exercise of the rights of shareholders of companies listed in the public offering system.

In this sense, the Resolution introduces certain amendments in relation to the participation of foreign entities in the shareholders’ meetings of companies.

In that way, the Resolution modifies Section 25 of Chapter II of Title II of the NORMS (N.T. 2013 and mod.) enabling the participation of foreign companies through duly instituted agents without any other requirement of the registry such as:

  • Legal Representative in the Argentine Republic;
  • agent with sufficient powers for the act according to the power granted by the Legal Representative in the Argentine Republic, under the terms provided in Section 239 of Law N° 19,550;
  • agent properly authorized for the act according to the power granted in the Argentine Republic by a person authorized to do so in accordance to the norms of his country, under the terms of Section 239 of Law N ° 19,550.
  • agent with sufficient powers for the act according to the power granted abroad by an authorized person. This authorization must comply with the requirements of legal authentication in the country of origin and in Argentina.

The Resolution authorizes to carry out the book of Deposit of Shares and Registration of Attendance to Shareholders’ meetings by digital means, through a computerized registration system. To this end, the companies that wish to take the book in question by this means must comply with the procedure established in the Resolution.

The request for authorization to replace the Stock Deposit Book and Shareholders’ meetings Attendance book by the computerized registration system must be submitted to the CNV according to the following requirements:

  • Description of the proposed system.
  • A report issued by the inspection body on the controls carried out on the system and on the means of registration to be used.
  • After the authorization and on an annual basis, the inspection body must issue a report on whether the registration system maintains the conditions of security and integrity on the basis of which it was authorized. The inspection body may comply with this requirement by obtaining a report from a technical expert on the subject. This report must be added to the book of minutes of the inspection body and published in the FINANCIAL INFORMATION HIGHWAY (AIF) within ONE HUNDRED and TWENTY (120) calendar days as from each closing.

Any amendment introduced to the system must be previously authorized.

Finally, companies that opt for this system must compile chronologically the digital information in a book every three months. This books must be carried with the formalities established in the Civil and Commercial Code of the Nation to ensure in an indubitable way that the information contained in the file has not been altered.