In corporations, the supreme body is called the "Assembly" and is made up of the shareholders' meeting.
The Company's bylaws and the articles of incorporation of the company establish the specific rules set forth in the Commercial Code and the articles of incorporation.
It is important to mention that not just any meeting of the members can be considered a legitimate assembly, since it must be previously called with an agenda to be discussed and a minimum quorum is required for the meeting to be held, as detailed below.
It should be noted that the meeting is not a body with permanent operation, since its activity is temporary, and in spite of that, it is considered as the supreme body of the corporation because through it the will of the partners is manifested, to the extent that its resolutions, in a certain way, generate legal bonds to all its members individually.
CLASSIFICATION OF ASSEMBLIES
According to the above, our legislation, specifically the Code of Commerce, establishes the types of meetings that a company may hold, depending on the matter and the decisions to be made.
ORDINARY GENERAL MEETING
This type of meeting is held at least once a year, after the accounting operations that delimit the fiscal year have been carried out.
He knows all those topics that are proper to the ordinary life of society, for example:
- Appoint administrators and managers
- Cancel appointments of directors and managers
- Appointing the board of directors of the company
- Learn about social business
- Approve the distribution of dividends
- Approve credits in favor of the company
- Approve purchases or sales in favor of the corporation
- To know and resolve matters specifically indicated to it by the corporate deed.
In general, all matters which, due to their non-special nature, do not modify the structure of the entity.
QUORUM AND MAJORITY:
For an ordinary meeting to be deemed to be in session, at least one-half of the shares entitled to vote must be represented.
Resolutions shall only be valid when adopted by at least a majority of the votes present.
EXTRAORDINARY GENERAL MEETING
This type of meeting is held at any time and its resolutions are generally based on the modification of the corporate charter of the company. For example:
- Increase the authorized capital of the company
- Transform or merge the company
- Modification of the corporate purpose
- Change the company name
- Creation of preferred shares
- Increase and decrease of shares
- Such other matters as may be required by law or by the Articles of Incorporation.
It may be held at any time due to the occasional nature of the matters to be discussed at the meeting.
QUORUM AND MAJORITY:
Unless a higher majority is established in the articles of incorporation, at extraordinary meetings a minimum of sixty percent (60%) of the shares with voting rights must be represented in order to be considered legally convened. Resolutions shall be adopted with more than fifty percent (50%) of the voting shares issued by the corporation.
SPECIAL MEETINGS
This type of meeting is characterized in that it brings together a certain group of shareholders in relation to the type of shares they own. For example:
- Partners with preferred shares
- Partners with privileged shares
- Limited voting members
TOTALITARIAN ASSEMBLIES
This is held without prior notice, taking into consideration that all the shareholders must be present, provided that none of them opposes the holding of the meeting.
