Background
A notary public formalized the minutes of an extraordinary meeting in which a company granted a power-of-attorney to an individual. A shareholder of said company filed a complaint against the notary for intervening in that formalization. As a consequence, the notary was suspended for three months for not having registered the deed in the Public Registry of Commerce (RPC).
In response to this sanction, the notary filed a constitutional lawsuit (amparo), arguing that the third paragraph of Article 194 of the General Law of Commercial Companies (LGSM) is confusing, as it does not clearly indicate who is obligated to carry out the registration, which in his opinion violates the principle of taxativity (as defined later).
The matter was analyzed by the First Chamber of the Supreme Court of Justice of Mexico (the Court), which examined the constitutionality of the mentioned article.
The duty to register the minutes of extraordinary shareholders’ meetings in the RPC.
In Mexican commercial laws, there are articles that are not always clear. One of them is Article 194 of the LGSM, which states in the third and final paragraph that:
“The minutes of extraordinary meetings will be notarized before a notary public and registered in the Public Registry of Commerce.”
The mentioned text does not indicate who is responsible for registering the minutes of extraordinary meetings in the RPC. Situation that was analyzed by the First Chamber of the Court. Indeed, the constitutionality of Article 194, third paragraph of the LGSM, was subject to examination by the Supreme Court. [1]
The First Chamber analyzed whether the aforementioned provision can be subject to an examination of the principle of legality in its aspect of exact application of the law or taxativity [2], since it does not establish who is responsible for carrying out the procedures to register the minutes of extraordinary meetings in the RPC.
That is to say, whether the notary public is responsible to register the minutes in the RPC, or if such an obligation should be met by the entity that retained the notary’s services.
In the end, the Supreme Court concluded that the principle of taxativity is only applicable in criminal law, as well as in sanctioning administrative law. Therefore, commercial laws – such as the LGSM—cannot be subject to such an examination.
Regarding the issue of who is responsible for carrying out the registration of the meeting minutes in the RPC, the First Chamber did not say anything about it because that situation fell outside the scope of the amparo lawsuit under review.
Why is this criterion of the Court important?
For the first time, the Mexican Supreme Court focused on studying the constitutionality of said article, which contemplates the duty to register the minutes of extraordinary meetings in the RPC.
However, what stands out the most is that the content of said extraordinary meeting minutes, which prompted the Court analysis in the referred amparo review, corresponded to the formalization of the granting of a power of attorney that was used to carry out the sale of a property of the company.
The granting of a power of attorney by a shareholders’ meeting is not listed as part of the matters addressed by an extraordinary meeting. [3] So, unless the company’s bylaws stipulate that such granting requires a special quorum, the meeting addressing that matter will be ordinary.
On the other hand, since June 2009, the registration of powers and appointment of officials, as well as their resignations or revocations in the RPC, has been optional. [4]
From the above, we can conclude that, although the public version of the amparo in review 672/2024 does not provide more details, for example, whether the granting of powers was included in the bylaws of said company as one of the points to be resolved by extraordinary meetings —which we assume it was—this matter leaves us with the following lessons:
A) The granting of powers does not require approval by an extraordinary meeting. Unless the bylaws establish a special quorum higher than that required for ordinary meetings. [6]
B) For this reason, the LGSM does not require powers to be registered in the RPC, leaving the company the option to do so. Since, typically, the granting of powers by the meeting does not require the quorum of an extraordinary meeting. In which case, as we have already seen, the issued minutes do require their registration by force.
C) Including in a company’s bylaws that certain matters, such as the granting of powers of attorney, must be addressed in an extraordinary meeting could generate unnecessary burdens and consequences, both for the company and for the shareholders. As in the case studied by the First Chamber.
For example, it would require the registration of meeting minutes in the RPC, making certain information public, which initially, the law does not require to be registered compulsorily.
D) In any case, if a matter is important enough to require discussion with a special quorum and therefore needs to be addressed in an extraordinary meeting (for example, selling company assets), then that particular matter would be discussed in an extraordinary meeting.
On the other hand, if at the same time the granting of a power of attorney to sell the company’s assets is required, this matter can be addressed in an ordinary meeting. The same could be held on the same day as the extraordinary meeting, if necessary.
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[1] Amparo in Review 672/2024, whose resolution was issued on February 12, 2025.
[2] This principle consists of the requirement that the legislator issue clear, precise, and exact norms regarding which behaviors are prohibited and what sanctions will be imposed on those who commit them. It is based on the third paragraph of Article 14 of the Constitution.
[3] Article 182 of the LGSM. Extraordinary meetings are those that meet to address any of the following matters: I.- Extension of the duration of the company; II.- Early dissolution of the company; III.- Increase or reduction of the share capital; IV.- Change of the company’s purpose; V.- Change of the company’s nationality; VI.- Transformation of the company; VII.- Merger with another company; VIII.- Issuance of preferred shares; IX.- Redemption by the company of its own shares and issuance of enjoyment shares; X.- Issuance of bonds; XI.- Any other modification of the social contract; and XII.- Other matters for which the law or the social contract requires a special quorum. These meetings may be held at any time.
[4] Article 21, section V of the Commercial Code.
[5] https://www.scjn.gob.mx/sites/default/files/listas/documento_dos/2025-02/250205-AR-672-2024.pdf
[6] For a meeting to be considered legally convened, at least half of the share capital must be represented, and the resolutions will only be valid when taken by a majority of the votes present.
Unless a higher majority is established in the bylaws, in extraordinary meetings, at least three-quarters of the share capital must be represented, and resolutions will be adopted by the vote of the shares representing half of the share capital.