SAS Statutes may provide for a different date to hold the general meeting of shareholders

SAS Statutes may provide for a different date to hold the general meeting of shareholders
SAS Statutes may provide for a different date to hold the general meeting of shareholders

Article 45 of Law 1258 of 2008 establishes as a general rule that, in matters not provided for in the same law, the SAS will be governed, in its order, by the provisions contained in the corporate statutes, by the legal regulations provided for the company. anonymous and, failing that, as long as they are not contradictory, by the general provisions that govern companies provided for in the Commercial Code.

Regarding the issue of the ordinary meetings of the general assembly of shareholders, article 422 of the Commercial Code establishes that they will be held at least once a year on the dates indicated in the statutes and, without mentioning them, within the three months following the expiration of each fiscal year.

In the concept of the Superintendency of Companies, the rule provides for two options to determine the date of the ordinary meeting: (i) the one established in the statutes and (ii) within three months following the close of the fiscal year, in case of statutory silence. . However, The wording does not expressly limit the possibility of setting a date after March 31 in the statutes.

Thus, the law grants a maximum period of three months after the close of the fiscal year to hold the ordinary meeting in the absence of statutory provisions in this regard, so that The statutes may provide for a date other than the established three months following the expiration of each financial year..

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