MEXICO Law and Practice Contributed by: Allan Kaye Trueba, Mariana Santillán Trejo and Rebeca Sanchez, Aziz & Kaye Abogados, S.C.
Governance Requirements for Companies With Publicly Traded Shares for more information. However, under the recently created framework for simplified issuers, entities seeking to issue equity securities through this simplified mecha - nism must be a SAPIB. See 2.1 Hot Topics in Corporate Governance for more information. Corporations are formed by two or more share - holders whose liability is limited to the payment of their shares. Such shares are represented by certificates that are freely transferable unless otherwise provided for in the company’s by-laws or a shareholders’ agreement. Corporations are required to keep a Book of Minutes of Shareholders’ Meetings, a Book of Variations to Capital Stock, and a Share Reg - istry Book. The Share Registry Book must con - tain, among other items, the name, address, nationality, and taxpayer registry number of the shareholders, details on the shares held by each shareholder, and the contribution payments and transfers made. Transfers of shares are effective upon the endorsement of the share certificate to the acquirer and the registry of the transfer in the Share Registry Book. A notice of such registry shall be published on an electronic platform operated by the Ministry of the Economy. In practice, some corporations governed by a board of directors choose to maintain a cor - porate book documenting the meetings of this governing body. According to the General Law of Business Com - panies, the shareholders of corporations have certain minority rights, such as the following.
such consent is not required when an equity interest is transferred by inheritance. The partners have a right of first refusal if any other partner transfers equity shares. Should several partners intend to exercise this right, it will be exercised in proportion to their contribu - tions. Limited liability companies are required to keep a Special Partners Book that details the name, address, contributions, and taxpayer registry number of each partner and any transfer of their equity interests. Transfers are only effective upon registry in this book, and a notice of the registry will be published on an electronic platform oper - ated by the Ministry of the Economy. In practice, limited liability companies may also keep a Book of Minutes of Partners’ Meetings, a Book of Variations to Capital Stock, and a Book of the Board of Managers’ Meetings. Given that a limited liability company may qualify as a pass-through entity for US tax purposes, US companies frequently use this type of com - pany as a subsidiary in Mexico. Corporations Corporations are regulated by the General Law of Business Companies. However, they may adopt the form of a promotion investment corporation ( sociedad anónima promotora de inversión , or SAPI), which is also regulated by the Securities Market Law ( Ley del Mercado de Valores ). Companies with shares that are publicly traded are incorporated as corporations. These may either be a stock corporation ( sociedad anónima bursátil or SAB) or a stock promotion investment corporation ( sociedad anónima promotora de inversión bursátil , or SAPIB). See 1.3 Corporate
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