MEXICO Law and Practice Contributed by: Allan Kaye Trueba, Mariana Santillán Trejo and Rebeca Sanchez, Aziz & Kaye Abogados, S.C.
• Renew their registration annually by submit - ting a form containing their financial informa - tion. This requirement applies only if, at any point during the fiscal year, the company’s total assets, liabilities, income, or expenses exceed MXN110 million (approximately USD6.5 million, using an exchange rate of MXN17 for USD1). • File quarterly notices in the event of: (i) amendments to their corporate information; and (ii) changes in certain accounts exceed - ing MXN20 million (approximately USD1.2 million, using an exchange rate of MXN17 for USD1). These accounts include accounts receivable from or payable to foreign entities within the same corporate group, contribu - tions from the holding entity, capital reserves, or results brought forward from previous years. The threshold amounts that trigger the obliga - tion to file periodic notices before the National Registry of Foreign Investments are subject to updates or modifications by the authority. Companies failing to make the necessary filings before the National Registry of Foreign Invest - ments will be subject to fines. No public informa - tion is available in connection with these filings. 7. Audit, Risk and Internal Controls 7.1 Appointment of External Auditors Closely held companies are not required to appoint an external auditor. However, this appointment is mandatory for publicly listed companies since the external auditor plays a sig - nificant role in reviewing the company’s financial information, which is periodically disclosed to the public.
The key requirements governing the relationship between the publicly listed company and the auditor are outlined in the Securities Market Law. 7.2 Requirements for Directors Concerning Management Risk and Internal Controls There are no express provisions about the man - agement of risk and internal controls for private companies. In publicly listed companies, the board of direc - tors must approve the internal control and inter - nal audit guidelines and must follow up (wheth - er directly or via the Audit Committee) on the company’s main risks, identified based on the information presented by the committees, the chief executive officer, and the external auditor, as well as the accounting, internal control, and internal audit, registration, filing or information systems. The audit committee of public companies is also obliged to inform the board of directors of the status of the internal control and internal audit system and any irregularities detected. Publicly listed companies must disclose, annu - ally and quarterly, any amendments made with respect to internal controls and audit. Such changes must have been previously approved by the board of directors and have been approved by the Audit Committee.
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