assembly

On 21 September 2023, the Registry Court of Lima upheld the decision to refuse registration of the election of the board of directors of the Unión de Galleros del Perú association, which was held in a non-face-to-face general assembly.

Such virtual meetings are only permitted, without express regulation, during the validity of a state of emergency that suspends the exercise of constitutional rights that prevent the holding of face-to-face meetings, as was the case during the state of emergency following COVID-19. The Court points out that, outside of these exceptional situations, virtual meetings are only permitted if there is an express provision allowing them to be held.

Therefore, in the case of an association, the holding of virtual meetings after a state of emergency is permitted if its statutes expressly provide for it. The first registering authority cancelled the title in substance, pointing out that on the date on which the meeting in question was held virtually (31 March 2022), the state of national emergency was no longer in force, having been lifted by D.S. No. 130-2022-PCM.

For this reason, there was no legal framework that allowed virtual meetings to be held, even though this was not provided for in the statutes, and the statutory rules of the association must be applied, which do not provide for non-physical meetings; therefore, the holding of the aforementioned general assembly did not comply with the rules and statutes. The second instance confirmed this.

Reference: Resolución: 4057-2023-SUNARP-TR, 21 September 2023.