MEXICO Law and Practice Contributed by: Allan Kaye Trueba, Mariana Santillán Trejo and Rebeca Sanchez, Aziz & Kaye Abogados, S.C.
members of the board of directors or the statu - tory auditors without prejudice to any action against them for any liabilities they may have incurred. Within the 15 days following the date of the annu - al general shareholders’ meeting, the sharehold - ers may request that the financial statements be published on the electronic platform of the Min - istry of the Economy. This is not a mandatory, and it is not customary. Publicly listed companies must disclose periodic financial and accounting information set down mainly in the Securities Market Law and the General Provisions for Securities Issuers, based on the requirements and instructions stipulated therein. Among other things, this includes the submission of an annual report signed by the chief executive officer, as well as officers from the legal and financial departments of the com - pany, and the external auditor. As discussed in 2.1 Hot Topics in Corporate Governance , sim- plified issuers are required to disclose informa - tion, as provided for in the General Provisions applicable to Simplified Issuers. 6.2 Disclosure of Corporate Governance Arrangements There is no legal requirement for private com - panies to disclose their corporate governance arrangements. However, disclosure requirements for publicly listed companies include the following: • continuous reports regarding corporate acts, resolutions adopted by corporate bodies and notices that must be given in compliance with the corresponding by-laws or other applica - ble provisions;
• reports on corporate restructurings such as mergers, spin-offs, acquisitions, or asset sales approved by the shareholders’ meeting or the board of directors of the company; and • shareholders’ agreements. 6.3 Companies Registry Filings Except for simplified corporations, business corporations are set up before a public notary. Companies’ incorporation deeds must be regis - tered before the Public Registry of Commerce. Any person who acts on behalf of the company before the corresponding registry is made will be joint and severally liable for any act carried out. The Public Registry of Commerce maintains records for all registered companies, allowing the public to obtain copies that provide certain information on registered acts. However, copies of the actual registered documents are not pub - licly accessible. The provided information typi - cally includes details such as changes in corpo - rate name, registered corporate domicile, fixed capital amount, and granted powers of attorney, among others. However, it does not include the current shareholding structure of the company. The Public Registry of Commerce is aimed at providing publicity regarding certain legal acts that must be registered to be effective against third parties. Unlike other Mexican authorities, it does not have surveillance powers. Companies that have foreign shareholders must be registered before the National Registry of For - eign Investments ( Registro Nacional de Inver- siones Extranjeras ). Registered companies are required to do the fol - lowing.
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