On the Ministry of Finance’s Digital System for Corporate Publications (PMS, in Spanish)
By BGBG, área de Corporate Law Department.
On June 13, 2014, the Ministry of the Economy published, in the Official Federal Gazette a series of substantial amendments to several commercial codes and laws. One of the most transcendent amendments was the one made to the General Corporation Law,, specifically, as regards the way in which the publication of business corporations must be made. The amendment entailed that the notices which, by law must be published in official gazettes and journals must no longer be published there.
Digital System for Corporation Publications
Consequently, by means of the publication of the ‘Resolution whereby the digital system for corporate publications is established, together with the provisions on the operation thereof’, a digital system managed by the Ministry of the Economy came into operation on June 12, 2015. With this system, any publication deemed mandatory under applicable commercial laws must be made through the website of the Ministry of the Economy psm.economia.gob.mx; thereby guaranteeing the publication of the corresponding legal acts.
En el sistema de Publicaciones de Sociedades Mercantiles de la Secretaría de Economía (en lo sucesivo “PSM”) se podrán realizar las siguientes publicaciones:
- Calls for General Incorporation Meetings (General Corporation Law, Article 99);
- Call for General Meetings (General Corporation Law, Article 186);
- Calls for Stock Certificate Holders (General Law on Negotiable Instruments and Credit Transactions, Article 228);
- Calls for Meetings ordered by any authority (General Corporation Law, Articles 168, 184 and 185);
- Resolutions adopted by Meetings on capital stock increases (General Corporation Law, Article 132);
- Overall balance sheets of foreign corporation negotiations (General Corporation Law, Article 251);
- Balance sheets of corporations that issue debentures (General Law of Titles and Credit Operations, Article 212);
- Financial statements, notes, and rulings from statutory auditors (General Corporation Law, Article 177);
- Capital stock reductions (General Corporation Law, Article 9);
- Merger agreements, each corporation’s latest balance sheet, a system established to extinguish its liabilities (General Corporation Law, Article 223);
- Demerger resolutions (General Corporation Law, Article 228 bis, section V);
- Transformation agreements (General Corporation Law, Article 228);
- Decrees of exhibition, whose term or amount is not recorded in the shares (General Corporation Law, Article 119);
- Resolutions on partial allocation (settlement) (General Corporation Law, Article 243);
- Balances (settlement) (General Corporation Law, Article 247);
- Results of the drawing to assign amortized shares (General Corporation Law, Article 136);
- Results of the drawing to assign amortized shares;
- Publication of agreements on partial allocation in settlements;
- Rules to be followed by transportation businesses (Commercial Code, Article 600); and
- Other publications foreseen in applicable commercial laws, in accordance with the catalog established in the system.
The use of the system implemented by the Ministry of the Economy is mandatory for all corporations when the same make any changes that must be published. In light of this, if the by-laws of a corporation anticipate a different publication system, such as an official gazette or journal, or major circulation newspapers, among others, an amendment to the corporate by-laws is recommended in order to avoid potential inconsistencies with current law.
Partner, Head of the Corporate Law Department
Bello, Gallardo, Bonequi y García, S.C.