On August 25 of this year, an update to the Presidential Provisions in the case of Public Calamity and Orders for Strict Compliance was issued, aiming to establish conditions that would allow public and private organizations to carry out their activities. These activities, until that date, had limitations on holding assemblies or meetings due to the existing prohibition on gatherings.
These provisions came into effect on Wednesday, August 26, of this year, and emphasized the prohibition of meetings, recreational activities, or events involving any number of people, with the exception of meetings for members of corporations, associations, foundations, consortia, cooperatives, etc. This was intended to address the pre-existing limitation for these groups, which made it virtually impossible to continue corporate governance in cases where the company’s bylaws did not allow virtual assemblies or meetings.
This reform establishes that meetings must comply with the current legal provisions to prevent the spread of COVID-19, as issued by the Congress of the Republic of Guatemala, the Ministry of Public Health and Social Assistance, the Ministry of Labor and Social Welfare, the Presidential Provisions, general health regulations, and specifically, the consideration of capacity limits during meetings. It also states that the governing bodies that organize and lead these corporate meetings are responsible for ensuring compliance with health measures, and they must document in the minutes or legal instruments of the meeting that these measures are being followed.
With this update, the possibility of holding assemblies in commercial companies is now allowed. In cases where the companies are not totalitarian, they must comply with the notification deadlines established by their bylaws and publish the call for the meeting in the digital medium designated by the Mercantile Registry through its e-edict publication section.
The ways to attend an assembly are either in person or through a representative with the appropriate accreditation, in compliance with each company’s social pact.
The health measures that must be respected include maintaining a distance of at least one meter between each participant, proper use of face masks, and implementing necessary sanitary measures such as hand washing, use of hand sanitizers, and avoiding spaces with inadequate ventilation.
Finally, the method of registration depends on each company. If the company has books enabled in the Mercantile Registry and the Superintendence of Tax Administration, the assemblies or sessions can be recorded in the Shareholders’ Meeting Minutes book. Otherwise, they may be documented through a notary. The registration of these assemblies is generally not required, except for extraordinary meetings in which, for example, a merger, liquidation, dissolution, capital increase, etc., is decided. In such cases, the assembly must be registered in the Mercantile Registry, and the applicable fee must be paid. It is important to remember that all assemblies or sessions must refer in their minutes to the proper compliance with these health measures.
