General meeting call by email

The DGRN considers that the statutory clause that provides that the meeting call is made by email with confirmation of reading, and that the refusal to that confirmation will have the same effects as the notification is inscribable.

The registration of the following statutory clause of an SRL regarding the way to convene the general meeting is denied:

«Every General Meeting must be convened by means of any communication procedure, individual and written, including electronic means, carried out by both the universal postal service and by a different operator, which ensures the reception of the announcement by all partners at the designated address for that purpose or that it appears in the documentation of the company (considering as such the one that appears in the Book of Partners, and in the absence of it, the address that appears in the document or title of acquisition of the condition of partner) or in the email address provided by each partner and also recorded in the Members Register Book (with confirmation of reading taking into account that the refusal to confirm the request to read the sending of the summons will produce the effects of the same provided that would not have been returned by the system) … ».

The Registrar is based on the refusal to register in which the board meeting system cannot be accepted by email without requiring the confirmation of reading established in said provision of the bylaws.

The DGRN revokes the registration qualification. Remember that the fundamental thing is that the call system established in statutes complies with «the guarantees of information that the call is intended to ensure by the legal norm». And in this case, the planned system allows to reasonably ensure the reception of the announcement by the partner through the system of the so-called “delivery confirmation”. And this conclusion cannot be marred by the fact that it is additionally provided “that the refusal to confirm the request to read the sending of the summons will produce the effects of the same provided it had not been returned by the system”, because interpreted this provision in the most appropriate sense so that it produces effect, it can only be understood as a way for, accredited in the agreed way the remission and reception of the telematic communication, such procedure prevails over the obstructionist attitude of the partner who refuses to said confirmation of reading, so that in such case it will be incumbent upon said partner to prove the eventual lack of notice.