MEXICO Trends and Developments Contributed by: Carlos de la Garza, Raúl Acosta and Enrique Tamez, De la Garza & Acosta
as capital increases, merger agreements, spin-offs, calls, publication of financial statements, and capital reductions. As banking information in Mexico is confidential, identifying bank accounts containing deposits and seizing them requires a court request to the National Banking and Securities Commission, which – in turn – requests all supervised banks and financial institu - tions to provide account numbers and balances and to retain deposited money to enforce a judgment. Courts sometimes grant creditors the freezing of the debtor’s bank accounts, thereby preventing the debt - or from disposing of deposited money by transfer - ring it to other related commercial companies or bank accounts to avoid payment of the debts for which they were condemned. Piercing the corporate veil A main feature of commercial companies in Mexico is their legal personality, which generally disconnects shareholders from the company’s payment obliga - tions to creditors. However, creditors can request that shareholders or controlling companies be held liable for a debt in certain cases. Recently, in February 2025, a judicial precedent was published by the First Chamber of the Supreme Court of Justice of the Nation, stemming from the decision issued in amparo review number 266/2023. In said rul - ing, the court held that the lifting of the corporate veil constitutes a significant reaffirmation of the balance between the protection of the structural principles underpinning commercial companies and the neces - sity to prevent abuse of the law. The First Chamber acknowledged that the legal personality of companies cannot serve as a shield for fraudulent practices or those contrary to the law, aligning with the corrective function the lifting of the corporate veil has historically played in various legal systems. However, the precedent also underscores the excep - tional and restrictive nature of this doctrine, which is consistent with the legal certainty that must prevail in commercial dealings because disregarding a com - pany’s legal personality entails severe consequences not only for the shareholders involved but also for third parties connected to the corporate group. As such, its
application must be grounded in sufficient justification and conclusive evidence. This judicial stance contributes to ensuring legal cer - tainty by establishing clear boundaries: the lifting of the corporate veil must not become a routine mecha - nism or a means to remedy shortcomings in eviden - tiary matters. On the contrary, it requires a rigorous legal and factual foundation demonstrating the exist - ence of fraud or deviation from the legitimate corpo - rate purpose. In sum, this precedent strengthens the institutional framework of Mexican corporate law by allowing judicial intervention when economic public order is undermined, while simultaneously safeguarding the principle of patrimonial separation that underpins the very existence of legal entities. Latest milestones and outlook Recent illustration of limitation of exequatur of foreign judgments In the judgment that resolved the amparo review number 233/2023, the First Civil Collegiate Court of the Twelfth Circuit (the “Collegiate Court”) – based in Mazatlán, Sinaloa – reviewed the denial of recognition and enforcement of a foreign judgment issued by the Superior Court of the County of Orange, California, in a breach of contract dispute. The claimant, a foreign company, sought to enforce a final judgment (dated 31 August 2017) through an incidental homologation and execution procedure in Mexico. Notably, the California court had analysed the parties’ agreement, which contained a clause provid - ing for exclusive jurisdiction of the courts of Mexico City. Applying Section 25701 of the California Corpo - rations Code, the US court held that any clause pur - porting to waive the protections afforded by California law to purchasers of securities was void. It therefore assumed jurisdiction and adjudicated the matter. The Tenth District Court in Sinaloa (the “District Court”), however, rejected the request to execute the foreign judgment, arguing that:
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