On March 26, 2024, a decree was published in the Official Gazette of the Federation amending, adding, and repealing several provisions of the General Law of Negotiable Instruments and Credit Transactions (“GLCIT“) and the General Law of Credit Organizations and Auxiliary Credit Activities (“GLCOAA“), hereinafter referred to as (the “Decree“).
The main objective of the Decree is to recognize and regulate the use of technological tools to explicitly authorize the issuance, subscription, endorsement, transmission and/or delivery of negotiable instruments through electronic, optical or other available technologies, in terms of Article 89 of the Commercial Code (“Electronic Means“), with which the following aims are sought: (i) Equate the validity of written means and electronic means to exercise the literal right consigned in the instrument, (ii) equalize the negotiable instruments issued through electronic means with a data message, (iii) fully recognize the legal effects, validity, and enforceability of the rights state in the negotiable instruments contained in a data message, and (iv) the repeal of pledge bonds that are replaced by the deposit certificates to be issued by the General Warehouses of Deposit requiring the General Warehouses of Deposit to issue certificates of deposit exclusively through electronic means.
Consequently, the Decree establishes that negotiable instruments issued using Electronic Means, must comply with certain requirements, such as the attribution and accessibility of the identity of the last holder, the continuity of the endorsements, and the integrity of the information generated or communicated for subsequent consultation.
In situations where the law requires a person’s signature on the negotiable instrument, this requirement shall be deemed satisfied in negotiable instruments issued through electronic means, as long as the signature can be attributed to the corresponding person as established in the Commercial Code.
Regarding deposit certificates, it is important to note that they may only be issued electronically through specific cryptographic systems determined by the general bonded warehouses issuers, complying with the requirements established in the GLCIT and the GLCOAA in compliance with the purpose of guaranteeing confidentiality, availability, and integrity of the information and prevention of fraud and cyber-attacks. Additionally, they must be registered in the Single Registry of Certificates, Warehouses and Goods, where the general bonded warehouses must register relevant information, such as issued and canceled certificates, as well as associated goods or merchandise.
General bonded warehouses have a period of 18 months, from the entry into force of the Decree, to adjust their operations and issue electronic deposit certificates. It is important to mention that the Decree establishes a period of 180 business days for the Federal Executive to adjust regulations or any other normative provision that requires updating, counting as of the entry into force of the Decree. Furthermore, the same period is established for the Banking and Securities Commission to adjust any normative provision that requires updating and to issue the corresponding Rules in accordance with the Decree.
The Decree represents a significant advance towards the generalization of the use of electronic negotiable instruments issued through electronic means. However, it is essential to consider several legal and practical implications for the effective implementation of electronic negotiable instruments.
At Acedo Santamarina, we have solid experience and support to ensure compliance with all obligations related to the amendments to the General Law of Negotiable Instruments and Credit Transactions and the General Law of Credit Organizations and Auxiliary Activities. Our team of experts in corporate and regulatory law is ready to provide advice and solutions tailored to your specific needs.
