It is very common for mercantile companies, during their validity period, to adapt their statutes to new situations that may arise: changes of address, increases or reductions in capital, structural transformations such as change from a limited company to anonymous or vice versa, mergers, splits, etc.
Changes of this type, among others, will require modifications to the Company's Bylaws, and it will be necessary to vote on the resolutions at the Shareholders' Meeting.
The shareholders' meeting is the main body of any commercial company. Indeed, companies of this type have as a system of exercise of power the majority game that occurs in the voting of the resolutions submitted for approval by the Boards. Each partner or shareholder has the strength of the votes they have.
The modification of the Bylaws usually comes from the social administrators themselves, although the initiative is also legally possible if it arises from the partners themselves or from the Board itself when it is universal in nature.
Resolutions submitted to a vote by the Board must normally be adopted by majority, that is, with the favorable vote of more than half of the votes, although in certain cases the statutes or the Law may require a more qualified majority. There is also some exception in which administrators can adopt bylaws modification agreements without the need to convene a meeting, such as the transfer of the registered office when it occurs within the same municipal area.
Procedure for statutory modifications
Commercial legislation establishes many of its rules to protect the rights of partners. Modifications to the bylaws can affect the status of a partner. E.g. A capital increase can lead to a lower percentage of a partner's share than it originally had. In this sense, the meeting of the Board is a fundamental element. Only the member who knows that a Meeting is going to be held can attend it and make the decision that suits him best.
The call for the Meeting is a formal notification addressed to the partner indicating the place, date and time, identification of the company, who calls it. The notice of the call is normally 15 days for limited companies and one month for public limited companies, in the latter a second call is possible.
The agenda must clearly indicate the points that must be modified in order for the partners to attend the Meeting knowing what the topics to be discussed will be.
In small companies, however, it is very common for meetings to be held universally: without the need for prior notice, 100% of the capital agrees to hold the Meeting. As all the partners are present and being in agreement with the holding of the Meeting, a prior call is no longer necessary.
The agreements reached by the partners must be reflected in a minute, which must be signed by the Secretary of the Board and with the approval of the president, and where appropriate, also by two auditors (partners). The execution of the agreements requires that The agreement is made public, that is, a certificate of the act is issued and incorporated into a notarial deed, to later bring said deed to the corresponding Mercantile Registry and thus the modification that has been agreed is recorded for public purposes of third parties.
