The First Chamber of the Supreme Court of Justice of the Nation has recently issued a highly relevant ruling for corporate litigation related to the validity of shareholder meetings. This ruling, Judgment 1a./J. 77/2025 (11a.), registered under digital number 2030475, establishes that all calls to general shareholder meetings must be published in the electronic system of the Ministry of Economy, without exception, even when the bylaws provide otherwise.
The case arose from a lawsuit filed by a shareholder who challenged the validity of a meeting, having been deprived of timely notice of the meeting's call, which led to a legal dispute over the legality of the resolutions adopted. The meeting was published only in one newspaper. -as provided for in the bylaws-, but not on the Ministry of Economy's website, as required by Article 186 of the General Law on Commercial Companies (LGSM). Both the trial judge and the appeals court declared the meeting illegal, and the Supreme Court of Justice of the Nation confirmed that compliance with this formality is not optional nor can it be substituted by statutory provisions.
The criterion now has the status of binding jurisprudence, requiring all judges and courts in the country to apply it in similar cases. This has a direct impact on corporations, their governing bodies, and their shareholders.
Since the June 13, 2014, reform to Article 186 of the LGSM (General Law on Corporate Governance), the legislator established that calls for meetings must be published on the Ministry of Economy's electronic portal, in order to guarantee transparency, accessibility, and legal certainty in corporate processes. This official publication cannot be replaced by alternative means. -newspapers, internal circulars or emails- Even if they are provided for in the statutes, they can only be used as complementary mechanisms.
Strict compliance with this obligation ensures not only the legality of the meeting call but also the validity of the resolutions adopted at the meetings. Failure to comply with this requirement can lead to litigation that could result in the invalidity of corporate resolutions, as occurred in the case that gave rise to the jurisprudence in question.
Recommendations for companies and shareholders to prevent corporate litigation.
Since this jurisprudence is mandatory, it is advisable for corporations and their governing bodies to review and, where appropriate, adapt their corporate practices to ensure that all meeting notices are published in accordance with the law, by posting the corresponding notice in the Ministry of Economy's electronic system.
Likewise, it is recommended that corporations and their governing bodies review and update their bylaws to avoid contradictions or confusion that could lead to challenges, conflicts between shareholders, or even the invalidity of corporate acts.
Finally, it is essential to remember that legality in the processes of calling and holding meetings is key to protecting shareholder rights and ensuring the legal certainty of corporate decisions.
