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As a general rule the Law of Corporations establishes that, for a shareholders' meeting to be held, shareholders representing a minimum of 25% of voting stock must be present in a first convocation and, in a second, any number of shareholders bearing the right to vote. In the event shareholders have been called to deliberate on the reformation of the corporate by-laws, the quorum for holding the meeting in the initial convocation must be at least two-thirds of the voting stock and, in a second convocation, any number of shareholders.

Generally speaking, approval from shareholders representing at least the majority of voting stock among shareholders present is required for the passing of any matter; votes in blank or abstentions are nor taken into consideration for purposes of this calculation. However, it is necessary to obtain approval from shareholders representing a minimum of half of the voting stock for the following matters, among others:

  • Reduction of the minimum mandatory dividend;
  • Alteration of the corporate purpose;
  • Merger of the company or its incorporation in another organization;
  • Scission;
  • Participation in a group of companies;
  • Cessation of the state of liquidation; and
  • Dissolution.