New Law for the Harmonization of the Commercial Code and the Strengthening of Special Powers

EY Law | On March 6, 2026, through Supplement No. 24 of Official Gazette No. 45, the new Law 10840, "LAW FOR THE HARMONIZATION OF THE COMMERCIAL CODE AND THE STRENGTHENING OF SPECIAL POWERS OF ATTORNEY," was published.

This Law amends Articles 98 and 146 of the Commercial Code, establishing that partners or shareholders of Public Limited Companies and Limited Liability Companies may be represented and vote in assemblies or meetings in person or by means of (i) a general power of attorney, (ii) a general power of attorney, (iii) a special power of attorney, or (iv) a letter of authorization for certain cases.

What changes does the law introduce?
From its entry into force, the possibility for partners and shareholders to delegate their representation and voting rights through a "Power of Attorney" is eliminated. They must now adhere to the ordinary power of attorney regime, whether special, general, or broad.
Similarly, a second paragraph is added to both articles, granting small and medium-sized enterprises (SMEs) registered with the Ministry of Economy, Industry and Commerce (MEIC), and small and medium-sized agricultural producers (SMEs) registered with the Ministry of Agriculture and Livestock (MAG)—provided they have current status with their respective institutions—the possibility of delegating their representation through a special power of attorney, which must be granted by a board meeting.

How should this special power of attorney be formatted?
The power of attorney must:
- Be issued on plain paper.
- Affix the corresponding tax stamps.
- Bear the signature of the person granting the power of attorney.
- Be authenticated by a lawyer.

What happens if a power of attorney has already been granted for representation at a meeting or assembly? It may still be valid. The sole transitional provision of Law 10840 authorizes the use of powers of attorney granted prior to the publication of the Law. That is, until March 5, 2026, at the latest, they may be validly used until the actions for which they were granted are completed.

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