MEXICO Law and Practice Contributed by: Eduardo Triulzi, Eric Silberstein and Ana Jáuregui, Ritch Mueller
• GGV led a USD60 million Series B+ for Clara, a Mexican corporate expense management platform, with participation from Endeavor Catalyst, Citi Ventures, Acrew Capital, Ethos, Commerce Ventures, Goanna Capital, Bay - house Capital and Fluente Ventures, and follow-on from Monashees, Coatue and oth- ers. 1.2 Key Trends In 2025, the venture capital ecosystem in Mex - ico is poised to enter an exciting new phase, with expectations of increased dynamism and a broader range of investment opportunities. Dur - ing the next few years, the country’s start-up ecosystem is anticipated to grow in both size and sophistication, driven by a combination of entrepreneurial spirit, technological innovation, and favourable macroeconomic conditions. 1.3 Key Industries In 2025, several sectors in Mexico will see sig - nificant benefits from the influx of venture capital investments. The most notable sectors include AI, fintech, healthtech and wellness, renew - able energy, and sustainability. Also, agrotech and cleantech are demonstrating their ability to address structural challenges. These emerging industries are attracting venture capital inves - tors in Mexico who seek to have a significant impact on global issues while generating attrac - tive returns.
ager that makes all or most of the decisions. The corporate documentation that will govern the affairs of the fund is the trust agreement or the asociación en participación agreement, together with the professional services agreement with the manager of the fund. Decisions are typically adopted by the manager or general partner, and by an investment com - mittee. In some cases, certain major key deci - sions need to be approved by a majority or spe - Venture capital principals typically assist by identifying investment opportunities for the fund, conducting due diligence on target companies, helping to manage portfolio companies, and per - forming a variety of other duties. In exchange, they are entitled to receive a management fee and a carried interest. They also generally co- invest in the fund, with other investors. As in oth - er jurisdictions, venture capital funds in Mexico typically include customary investor protections, such as key man provisions, manager removal events, dedication of time by key managers, conflict of interest provisions, and non-compete and non-solicitation clauses. 2.3 Fund Regulation Venture capital funds are not regulated in Mex - ico. 2.4 Particularities The venture capital ecosystem has acceler - ated in Mexico in recent years, especially in 2021 when venture capital investment boomed. Venture capital fund investments are generally made in start-ups and SMEs, which are impor - tant engines of employment creation and eco - nomic growth. There are certain impact funds whose investment thesis opportunity is to drive cial majority of investors. 2.2 Fund Economics
2. Venture Capital Funds 2.1 Fund Structure
Venture capital funds are typically organised as trusts or asociaciones de participación , which are the two Mexican vehicles that are deemed transparent for tax purposes. Venture capital funds typically have a general partner or man -
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