Summary: On account of the mobility measures adopted by the National Government due to the State of Emergency, the General Meetings of Partners/Shareholders may be conducted through videoconference.
According to the World Health Organization, in order to avoid the spread of COVID-19 it is important to maintain social distancing, which is why in Ecuador this measure has currently been implemented.
By virtue of the provisions of the Presidential Decree 1017 of state of emergency due to public calamity, dated March 16th, 2020, taking into account the temporary social distancing measures that have been issued in order to avoid spread of the COVID-19, in Ecuador the General Meetings of Partners and Shareholders, such as Regular (held until March 31) and Extraordinary (held at any time of the year) meetings, can be carried by telematics means within the national territory.
In accordance with articles 236 of the Companies Act and 2 of the Regulation on General Meetings of Partners and Shareholders (henceforth “the Regulation”), the call must be made by email, as well as any other means provided in the bylaws of the company.
Partners and shareholders can participate in general meetings personally or represented by a third party. The personal attendance may be physical or may be perfected through videoconference, in accordance with the provisions of articles 19 and following of the Regulation. In the event that the partners or shareholders attend electronically, it is necessary to register this particular issue on the list of attendees. The Secretary of the Board will confirm the attendance of the partners and shareholders by videoconference, which must be recorded on magnetic media, as well as registered via email, which must be attached to the company record book of meetings.
In accordance with the provisions of the Regulation, the partners or shareholders must send an email in which they record their votes on each motion that is discussed, in order to attach them to the record book of meetings. The secretary will record every intervention without limiting the foregoing.
Nevertheless, the Superintendence of Companies issued the Resolution N. SCVS-INPAI-2020-00002715, whereby extended the term to submit the Company’s annual information, in the case of balance and account statements, director’s reports and partners/shareholders payroll, for 30 days from the due date, that is to say from April 30th. Therefore, the Ordinary meeting could be deferred until the Company is able to approve and submit the accounting information.