MEXICO Law and Practice Contributed by: Allan Kaye Trueba, Mariana Santillán Trejo and Rebeca Sanchez, Aziz & Kaye Abogados, S.C.
For entities whose operations are subject to governmental approval, certain corporate gov - ernance requirements may be prescribed by the relevant regulatory framework. For example, multiple-purpose financial compa - nies ( sociedades financieras de objeto múltiple , or SOFOMs), besides complying with the Gen - eral Law of Business Companies (and the Secu - rities Market Law if the SOFOM is also a SAPI), must comply with the requirements of corpo - rate name and corporate purpose set forth in the General Act on Credit Organisations and Relat - ed Activities ( Ley General de Organizaciones y Actividades Auxiliares del Crédito ). Certain corporate requirements may also be found in tax legislation. For example, the Fed - eral Fiscal Code ( Código Fiscal de la Federación ) states that the shareholders’ taxpayer registry number must be annotated in the Special Part - ners or Share Registry Books, as applicable. Furthermore, companies are also obliged to file a notice before the tax authorities on any change of partners or shareholders. 1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares Companies with shares that are publicly traded must comply with the corporate governance provisions of their by-laws, the Securities Mar - ket Law and, in the absence of a specific rule, the provisions of the General Law of Business Companies. As discussed in 1.1 Forms of Corporate/Busi- ness Organisations , there are two types of com - panies whose shares can be publicly traded, the SAB and the SAPIB.
The shareholders of SABs are entitled to minority rights, including the following. • For each 10% of the capital stock granting them the right to vote, even if on a limited or restricted basis, they may: (i) appoint one member of the board of directors; (ii) request a general shareholders’ meeting; and (iii) request a delay (once and only for three days) on the voting of any matter on which they consider they have not received adequate information. • When holding 20% or more of the capital stock with the right to vote (even if their vote is restricted or limited), they may judicially oppose the resolutions of the general share - holders’ meetings to the extent they have the right to vote over such resolutions. In addition, the shareholders are permitted to: • exercise a liability action against the manage - ment of the company when holding 5% of the capital stock represented by shares granting voting rights, limited voting rights, or no vot - ing rights; and • access information regarding the agenda of any general shareholders’ meeting at least 15 days in advance of the day of the meeting. Management of SABs is entrusted to the board of directors and a chief executive officer (direc - tor general). The board of directors may consist of up to 21 members and at least 25% of them must be independent members. See 4.5 Rules/ Requirements Concerning Independence of Directors for more information on independence criteria. For each proprietary director, an alternate direc - tor may be appointed. It is important to note that
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