Corporate Law and Governance in Mexico

Corporate Law · Company Law · Corporate Governance

Legal structures for sound decisions, sustainable growth and business continuity.

We advise companies and shareholders on the formation, organization and evolution of their business entities, with documents and rules aligned with the way the business actually operates.

Formation
Corporate operations
Corporate governance
Reorganization

Business perspective

A company’s legal structure should evolve with the business.

A clear corporate structure defines authority, documents decisions and reduces uncertainty. It also supports the admission of new shareholders, financing transactions, reorganizations and long-term business continuity.

We advise Mexican companies, business groups and foreign investors from the selection of the appropriate legal entity through day-to-day corporate operations. Each recommendation considers ownership, commercial objectives and the level of control the organization requires.

Scope of service

Corporate order for every stage of the business.

Our work may address a specific matter or provide ongoing support to management and shareholders.

01

Entity formation and corporate structure

Selection of the appropriate entity, drafting of bylaws, capital structure and rules for management and representation.

02

Corporate operations and compliance

Shareholder meetings, minutes, corporate books, capital changes, powers of attorney and orderly maintenance of corporate records.

03

Corporate governance

Design of decision-making bodies, authority, controls, committees and oversight mechanisms suited to the organization.

04

Shareholder relations

Shareholder agreements, minority rights, exit arrangements, transfers of interests, deadlock mechanisms and dispute prevention.

05

Business reorganizations

Conversions, mergers, spin-offs, internal restructurings and corporate changes connected with new operations or ownership arrangements.

06

Authority and representation

Review and granting of powers of attorney, approval matrices, delegation of functions and allocation of responsibilities.

Corporate governance

Clear rules for timely decision-making.

Corporate governance should not be limited to formal documents. It should establish who decides, how performance is overseen, what information is shared and how disagreements are addressed.

Documents and mechanisms

  • Bylaws and shareholder agreements
  • Shareholder and board resolutions
  • Authority matrices and powers of attorney
  • Approval and control rules
  • Reporting and monitoring protocols
  • Continuity and succession plans
01

Clear roles

Shareholders, directors and officers understand the scope of their authority and responsibilities.

02

Documented decisions

Material agreements receive proper corporate support and have a clear path to implementation.

03

Proportionate controls

The structure protects the organization without imposing unnecessary burdens on operations.

04

Conflict prevention

The rules anticipate sensitive scenarios and provide mechanisms to address them with less disruption.

When to act

Business moments when a corporate review creates greater value.

When forming a company or selecting a new legal structure.
Before admitting investors, new shareholders or financing.
When books, powers of attorney or minutes no longer reflect current operations.
When allocating authority among shareholders, directors and officers.
In the face of disputes, deadlock or business continuity risks.
During a sale, merger, spin-off or group reorganization.
When planning succession or institutionalizing a family business.
When a foreign company establishes or reorganizes operations in Mexico.

Methodology

From the current situation to an implementable structure.

01

Assessment

We review the structure, documentation, operations and objectives of the shareholders.

02

Design

We define alternatives, responsibilities, controls and a proportionate course of action.

03

Formalization

We prepare the corporate instruments and coordinate their approval and implementation.

04

Follow-up

We support ongoing operations so that decisions and obligations remain properly documented.

Frequently asked questions

Initial answers for a better-informed decision.

What is the difference between company law and corporate governance?

Company law governs the formation, operation and transformation of the entity. Corporate governance organizes decision-making, oversight, controls and the relationship among shareholders, directors and officers.

Can a company with outdated books or minutes be brought into compliance?

In many cases, yes. The legal and documentary situation must first be reviewed to determine which actions may be formalized, ratified or corrected and in what order.

How often should corporate records be reviewed?

They should be reviewed periodically and whenever there are changes in shareholders, capital, management, powers of attorney, domicile, activities or the structure of the business.

Do you also advise family-owned businesses?

Yes. We can structure rules for management, family participation, succession, transfers of interests and mechanisms designed to prevent deadlock or disputes.

Can you assist foreign investors?

Yes. We advise on the selection of the corporate structure and coordinate the corporate steps required to establish or reorganize business operations in Mexico.

Initial conversation

Let us discuss the legal structure of your business.

Briefly describe the current situation, the participants and the objective you wish to achieve. We will indicate an appropriate next step.

Request a consultation