In the digital age and the aftermath of the pandemic, traditional business practices have undergone significant transformations. One such transformation is the virtual exercise of the right of inspection.
The status of being a partner or shareholder grants specific rights, including the right of inspection. This right involves the ability to directly examine, or through a delegated person, the company’s books, papers, and records. This allows partners to become aware of the economic and financial situation of the company in which they have made their contributions and to vote in meetings of the main corporate body with a greater understanding of the management of the business.
Traditionally, this review is carried out in person at the company's administrative offices. However, nowadays, the documents and papers of companies are often kept in digital files. Due to the coronavirus (COVID-19) pandemic, the Superintendence of Corporations has urged directors to establish virtual mechanisms to facilitate the review. This provision is granted to accommodate the absence of the physical presence of the partners and to avoid unnecessary travel. Nevertheless, the rules that define the scope and time period for exercising the right of inspection must be respected.
Given that there is no specific regulation for the virtual exercise of the right of inspection, it is the responsibility of directors in each case to implement technological mechanisms to guarantee this right to the partners and, correspondingly, protect trade secrets.
It is important to note that virtual inspections should adhere to the same rules and procedures as physical inspections and directors must apply them equally to all partners, in compliance with their duties as stated in Article 23 of Law 222 of 1995.
In conclusion, the applicable regime regarding the right of inspection does not oppose the regulation of this right in the company's bylaws, including the provision for exercising it virtually. However, the exercise of this right should comply with the time limits determined by the law according to the type of company and respect the scope of information granting, including its specific content and confidentiality requirements. Additionally, the necessary security measures must be ensured based on the type of information involved.
