MEXICO Law and Practice Contributed by: Luis Álvarez Cervantes, Adolfo Athié Cervantes, Alejandro Barrera, Jesús Colunga, Eduardo Kleinberg, Juan José López de Silanes, Carlos Martínez-Betanzos and Amílcar Peredo, Basham, Ringe y Correa S.C.
2.3 Commitments Required From Foreign Investors If the authorisation is granted, the terms and condi - tions to be fulfilled will be set out in the authorisation. In certain cases, the Commission may require inves - tors to comply with certain obligations or commit - ments to guarantee national interest, security and development of the country. Mexican companies with foreign investment, directly or indirectly, in their corporate capital, are obliged to be registered in the Section 2 of the National Registry of Foreign Investments (the “Registry”) and comply with periodic reporting obligations (annual and quar - terly reports). Foreign investment is understood to include the par - ticipation of legal entities with a nationality other than Mexican, as well as foreign individuals or individu - als who, although Mexican, hold or acquire another nationality and have their domicile outside the national territory. The registration must be submitted within 40 business days following the date on which the foreign invest - ment enters the Mexican company. 2.4 Right to Appeal A new request may be made, or a means of appeal may be filed, either through an administrative review appeal or a nullity trial, before the Federal Court of Fiscal and Administrative Justice. 3. Corporate Vehicles 3.1 Most Common Forms of Legal Entity The Sociedad Anónima (SA) and Sociedad de Respon- sabilidad Limitada (S de RL) are the most common vehicles used for business and investment purposes in Mexico. SA • Liability of shareholders is limited to the amount of their contributions. • Requires a minimum of two shareholders, with no maximum limit.
specifications concerning its plans to have subsidi - ary offices or branches, company activity in Mexico and the activity that such company carries out abroad, as well as the corporate group to which it belongs, indicating the Mexican companies in which the foreign investment participates directly or indirectly, and the activities in which it partici - pates directly or indirectly, or in which the invest - ment intends to participate, among others, which must be signed by the legal representative. • Power of attorney granted before a notary public in favour of the individual acting on behalf of the applicant, duly formalised. • Receipt evidencing payment of governmental fees. • Corporate and legal documents, including, in case the investor is a: (a) person – updated resume or summary; (b) foreign legal entity – deed, articles of incor - poration, certificate or any other document of incorporation, current by-laws, and annual report or description of the activities of the last fiscal year; and/or (c) Mexican legal entity – articles of incorporation, as well as those of its shareholders, and the financial statements of the last year or fiscal year. If the investor has undergone changes in its corporate name, mergers or any other amendments to its by- laws, the documents evidencing such modifications will be needed. The documents must be submitted in original and copy. After verification, the originals – except for the written application and proof of payment of fees – will be returned to the applicant at the time of submission. The Commission has 45 business days from the day the application is filed to issue its ruling, counted from the date the documentation is filed. It should be noted that the Commission may request additional informa - tion prior to issuing its resolution. If the request is approved, the applicant can proceed with the investment as authorised.
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