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  • ACTUALIZACIONES DE LA NORMATIVA SOCIETARIA

    La Ley Nº 19.924 de Presupuesto Nacional introdujo una serie de modificaciones y actualizaciones a la normativa de sociedades comerciales (16.060), todo lo cual revisaremos en el presente artículo.

    Denominación de las sociedades comerciales

    Con la nueva redacción se sigue el mismo lineamiento que se definió para la denominación de las S.A.S y se elimina la prohibición de la que denominación de una sociedad sea semejante a la de otra ya existente, manteniéndose únicamente la prohibición de que éstas sean iguales.

    Estados contables

    Mediante la modificación del artículo 97 de la LSC se elimina la exigencia de que las sociedades sujetas a control estatal deban publicar sus estados contables, manteniéndose únicamente la exigencia de que se remita una copia de éstos al órgano estatal correspondiente.

    Adicionalmente, se establecen expresamente sanciones económicas por incumplimiento definiendo un guarismo de 1.000 UI a 3.000 UI en caso de reiteración, las cuales se suman a los impedimentos y límites que tendrá la sociedad mientras se mantenga en incumplimiento, como por ejemplo la prohibición de distribución de dividendos.

    Dividendos

    No solo se prohíbe que se distribuyan las ganancias hasta tanto no se cubran las pérdidas de ejercicios anteriores sino que además exige que se recomponga la reserva legal, en el caso de que esta haya quedado disminuida por cualquier causa. Cualquier distribución realizada en incumplimiento de lo anterior implicará que las mismas serían repetibles.

    Modificaciones en sede de Sociedades Anónimas

    Asambleas de accionistas en las Sociedades Anónimas (S.A)

    Se habilita la opción a realizar las asambleas por “videoconferencia o por cualquier otro medio de comunicación simultánea que brinden certeza sobre la identidad de los participantes, así como respecto a la conexión bilateral o plurilateral en tiempo real en imagen y sonido de los asistentes en remoto”.

    En cuanto a la documentación de la asamblea, no se requerirá en este caso la firma del accionista asistente en el Libro de Registro de Asistencia de Accionistas a las Asambleas, debiendo dejarse expresa constancia que la asistencia fue por medio virtual”. Un buen mecanismo de probanza para estos sería contar con una grabación de las instancias que queden en el archivo de la sociedad.

    En relación a las convocatorias de dichas asambleas, se dio una nueva redacción al artículo 348 de la LSC, estableciendo la exoneración de la convocatoria para las sociedades anónimas cerradas “cuando asistan accionistas que representen el 100% del capital integrado”, dando mayor flexibilidad para su realización cuando el directorio no las convoque ya sea porque no cumpla su función o porque ello no sea posible, solución que venía siendo fuertemente reclamada desde hace varios años para evitar que se debiera de acudir al organismo regulador (AIN) o a la justicia para convocar una Asamblea en tal situación.

    Directorio

    En relación al funcionamiento del directorio, se dio nueva redacción al artículo 386 de la LSC, estableciendo que la reunión sesionará siempre que se cumpla con la asistencia de la mayoría absoluta de sus integrantes, sustituyendo el requerimiento dispuesto en la redacción original respecto de que para sesionar se requería como mínimo la presencia de la mitad más uno de sus integrantes, por lo que la modificación efectuada viene a despejar cualquier duda interpretativa respecto de su aplicación cuando por ejemplo estamos ante directorios de composición impar.