We must begin by asking ourselves, how can boards of directors and shareholders’ meetings be held during this time in which we live in. The declaration of the state of emergency derived from the pandemic generated by COVID-19 has impacted all economic sectors, and the professionals who work in each of them. Lawyers are no exception, and this can be seen in the different consultations by clients related to the impact that COVID-19 that they have received.
Of the questions asked to corporate attorneys, a recurring one is presented and is the one associated with the holding of boards of directors or shareholders’ meetings during the mandatory confinement in which Colombian citizens find themselves. This is especially important considering that, in accordance with the provisions of the Commercial Code in its article 422, the board of directors or ordinary shareholders’ meetings must hold their ordinary meeting at least once a year on the date established in the bylaws or in case of not considering it, within the three months following the expiration of each tax year (generally within the first three months of each calendar year).
In this regard, the Colombian Government, through a decree, has established the legal framework under which the meetings of the social bodies must be held during this exceptional situation. Thus, Decree 398 of March 13, 2020 specified some aspects of Law 222 of 1995 and added other provisions to said law to enable the legal framework required to hold boards of directors and shareholders’ meetings remotely.
Remote shareholders’ meetings
The most important precision made by the Decree 398 of March 13, 2020 is the one related to the possibility of holding shareholders’ meetings or boards remotely without the need for all the shareholders to attend. The foregoing, contrary to what was interpreted in the past, where it was understood that what is indicated in Article 19 of Law 222 of 1995 (“all member partners”) required the presence of all partners and shareholders to effects of being able to decide remotely.
In relation to the additions made by this Decree, the most important has to do with the creation of a new form of meeting, the Joint Assembly Meetings. Under this figure, shareholders can participate in the meeting both in person and remotely. In this sense, it is possible to activate appropriate technological means so that the shareholders can remotely access the shareholders’ meetings where other members of the collegiate body meet in person. In this case, it is vitally important to guarantee the right to vote for those who use technological means for accessing the meeting.
As a result of the issuance of Decree 398 of March 13, 2020, we are already have clear that technology can be used to open spaces for deliberation and decision of the social organs of a society (board of directors or shareholders’ meeting). The question arises: how can the secretary and the president of the board of partners or the shareholders’ meeting sign the corresponding minutes?
Electronic signature for shareholders meetings
As in the deliberation and decision process, in the case of signing the minutes, the solution lies in technology. Leypal is the perfect technological ally to guarantee that the minutes of the meetings have the signature of those responsible for such act. The aforementioned can be carried out thanks to the fact that through Leypal, interested parties can use the electronic signature to sign the corresponding minute without the need to download, print and send said documents by physical mail.
Regarding the electronic signature, it is necessary to remember that this type of signature offered by Leypal is accepted by Colombian legislation since it complies with two fundamental characteristics:
- uses a method to identify the initiator of a data message and to indicate that the content is approved, and
- that the method is reliable and appropriate for the purpose for which the message was generated.
In this sense, the electronic signature offered by Leypal complies with all the technical and legal requirements required in Colombian legislation, which is why its use will represent a great benefit for companies and individuals who want to streamline their negotiation processes while improving security in their transactions.
We protect the security by using a time stamp, which guarantees the non-alteration of a series of data associated with the electronic signature, such as the date, time and place of signature, the email address of the issuer of the document to sign, the email address of the signer or, the calligraphic characteristics of the signer, that is, the biometry. At the end of any signing process, the parties receive a certifying document, where all the evidence generated during the electronic signature process is collected.
As can be seen, Colombian legislation has the appropriate tools to face an exceptional situation such as the one we are experiencing, but at the same time it has the appropriate tools to facilitate decision-making and documentation of these in the framework of the daily legal traffic.
At Leypal, we offer you a simple and advanced electronic signature with the maximum legal guarantees. Our commitment is to help digitize contractual processes and optimize signature processes, which is why we help you choose which signature is the one you need, either because of its legality, or because you need a higher conversion ratio. Get in touch with us, and start electronically signing all your minutes of the boards of directors, shareholders’ meeting and contracts in general.