This is not an exaggeration, and it happens in practice more often than one might expect. All legal requirements may appear to have been met, yet someone failed to review the bylaws before issuing the call notice and was unaware of the latest applicable judicial criteria.
A poorly drafted call notice or one published incorrectly may allow a dissenting shareholder to annul the resolutions adopted: appointment of directors or statutory auditors, approval of dividend distributions, submission of reports, and authorization of agreements. Everything.
What the Court Held
The Supreme Court of Justice of Mexico (the Court) issued binding precedent requiring those interested in preserving their rights and economic interests in a company to do something that had long been overlooked by many shareholders and officers: verify whether the corporate bylaws are aligned with the current legal framework.
The General Business Company Law does not expressly establish whether both the first and second call notices of the meeting must be made in a single publication or in separate publications. This ambiguity gave rise to two interpretative approaches that coexisted in Mexican corporate practice.
The Court determined that both interpretations are valid and do not affect shareholders’ rights or legal certainty, provided that the publication clearly and precisely sets forth the scenarios under which the meeting will be held, whether on first or second call.
The corporate bylaws must specify whether a single publication including both the first and second calls is sufficient or whether they must be published separately. In addition, the Court emphasized that, regardless of the publication method established in the corporate bylaws, since June 2014 all call notices must be published in the electronic system of the Ministry of Economy.
In light of this decision by the highest court, it is important to determine who benefits from each scheme and who must exercise heightened attention.
The Real Risk Is Not Technical, but One of Control
For example, a group of minority shareholders may structure a strategy so that, on second call, decisions are adopted that would have been impossible on first call—in an ordinary meeting, quorum requirements effectively disappear on a second call notice.
Conversely, a group of majority shareholders may establish mechanisms that make it practically impossible for minority shareholders to even call a meeting (outside the cases permitted by law).
For this reason, it is now more important than ever for shareholders to monitor call notices and announcements published in the electronic system of the Ministry of Economy. Failure to monitor such publications of their own company may result in being excluded from corporate decision-making.
What Should You Review in Your Company’s Bylaws?
If you are a shareholder or a director, it is worth asking the following questions, which will determine the level of risk you may be exposed to:
Do your company’s bylaws clearly provide for the manner in which shareholders’ meeting call notices must be issued and published, or has practice been followed out of inertia or custom?
Are you publishing call notices in the electronic system of the Ministry of Economy or only in the newspaper required by your current bylaws?
Does your current scheme protect your rights as a shareholder, or could it be used against you by other shareholders in the event of a dispute?
The answers to these questions may reveal exposure to risks that could be avoided.
The flexibility upheld by the Court does not mean that companies will have greater legal certainty; rather, those responsible for corporate governance must exercise greater care to prevent related risks. The risks are now less evident, and issues tend to arise when they are more difficult to correct.
Your bylaws should address these scenarios and establish a clearly defined framework for the publication of call notices without leaving to chance decisions that may be critical to your economic interests as a shareholder.
A single oversight may allow shareholders with opposing interests to adopt decisions that adversely affect your position in the company.
Do you have questions about how call notices are structured in your company? Contact us at info@ceglegal.com
Case Law: 1a./J. 77/2025 (11th Cir.). Digital Registry Nos. 2020473, 2030474 and 2030475.