CORPORATE LAW

Our Firm offers counseling services regarding a vast range of corporate services, such as the planning and structuring of company charters and by-laws, the drafting of agreements between partners and stipulations to protect shareholder’s corporate rights, and the structure development of company control systems. We also have a vast experience managing corporate registers and, generally, all of our clients’ corporate documents. Almost all of the Firm’s members act as Secretaries of Boards of Directors, Executive Commissions, Technical Committees, and, broadly, of our clients’ management organs and those related to other legal entities.

In Mexico, the incorporation of business enterprises demands the performance of several steps before the corresponding administrative authorities, as well as the preparation of relevant legal documents inherent in the incorporation process. Likewise, business enterprises, after being incorporated, are required by statute to prepare and keep registries regarding their management and corporate modifications, which are subject to periodical updating. We can provide all-inclusive advice and guidance to incorporate your company in the manner which best fits your business goals in Mexico. We will prepare all briefs, writs, requests, and related documents necessary to have your company duly incorporated, maintain corporate records, prepare the corresponding shareholders' or partners' meetings minutes in accordance to the form and substance required by the statute, and in general, assist you in the preparation and execution of the documents necessary to adopt any corporate decision made by your company after incorporation, including the following services:

• Counsel and advise on foreign investment, negotiation and structures, filings with the Secretariat of Foreign Affairs (Secretaría de Relaciones Exteriores) to organize a company, including clauses to admit or exclude foreign equity participation, change of corporate name and/or structure, and to open or establish branches of foreign companies.

• Formation of legal entities to carry out businesses, and the opening of branches, representative offices, and permanent establishments.

• Counseling on agencies, associations, distributions, commissions, and in general, agreements with the private and public sectors.

• Drafting of Articles of Incorporation or of association of corporations, limited liability non-stock companies, partnerships, civil associations, non-profit organizations, and other legal entities.

• Shareholders' agreements, including joint ventures and other types of associations.

• Minutes of shareholders and board meetings and all documents for the preparation and holding thereof, in regard to resolutions relating to the approval of fiscal year results, amendments to articles of incorporation, mergers, consolidations, asset spin-offs or split-offs or acquisitions, transformations or corporate restructures.

• Powers of attorney, general and special, and the protocolization thereof as required.

• Arrangements with notaries public and commercial brokers (corredores públicos) to formalize legal transactions, including registration of documents in the files of a notary public and recording of corporate minutes if necessary, and securing the authentication of signatures, certification of documents and public instruments, including the conveyance or encumbrance of real property and of shipping, and obtaining of a public record of transactions.

• Dissolution, liquidation, and reorganization procedures.

• Corporate record maintenance and registration in the Registry of Public Records and Commerce/RPRC (Registro Público de la Propiedad y de Comercio) of corporate documents including charters, amendments, branches, general powers of attorney; and

• Agreements, drafting, and structuring of transactions including international agreements.