Virtual meetings are no longer an extraordinary solution adopted in times of crisis. They are now part of the day-to-day corporate operations of many companies, particularly those with partners, directors, or stakeholders located in different cities or jurisdictions.
However, it remains common to encounter articles of incorporation that do not expressly regulate the possibility of holding meetings through electronic means. This omission can create material risks in terms of validity, enforceability, and legal certainty.
The risk of not regulating virtual meetings
When the bylaws do not clearly address the holding of virtual meetings, several critical issues may arise:
- The validity of the resolutions adopted.
- The formalities surrounding the call for the meeting.
- The proper verification of quorum.
- The feasibility of notarizing the corresponding minutes, where required.
In contentious scenarios—whether among shareholders or with third parties—these gaps may serve as grounds to challenge corporate resolutions.
In corporate practice, prevention begins with the drafting of the bylaws.
The benefits of regulating virtual meetings
Expressly incorporating virtual meeting provisions into the bylaws not only mitigates risk, but also provides tangible operational advantages:
- Greater agility in decision-making processes.
- Effective remote participation of shareholders, directors, and statutory auditors.
- Reduction of operational costs associated with in-person meetings.
- Enhanced legal certainty regarding the resolutions adopted.
The objective is not merely to allow virtual meetings, but to properly integrate them into the company’s governance framework.
What should be regulated in the bylaws?
The effectiveness of virtual meetings depends on the level of detail in their regulation. Generic clauses are often insufficient. At a minimum, the bylaws should address:
- Mechanisms for verifying the identity of participants.
- Guarantees of real-time communication (voice and, where appropriate, video).
- Attendance records and participant registries.
- Clear procedures for casting and validating votes (including electronic systems or recordings).
- Rules governing the execution of minutes, whether electronically or in handwritten form, ensuring traceability.
- Determination of the corporate domicile for legal purposes, even when the meeting is held remotely.
- Guidelines for the preparation and notarization of minutes, where applicable.
Detailed provisions reduce ambiguity and strengthen the enforceability of corporate decisions.
Bylaw updates as a preventive tool
Corporate governance should not be reactive. It must anticipate risk.
Updating the bylaws is a strategic measure that aligns the company’s operational reality with its legal framework, ensuring that decision-making processes are both agile and defensible.
Virtual meetings are no longer optional—they are an operational necessity. The relevant question is whether they are properly regulated within your company’s bylaws.
At Roqueñí Abogados, we advise our clients on the modernization of their corporate documents, achieving a balance between operational flexibility and legal certainty in corporate decision-making.