Corporate Structuring, Governance and Compliance

Businesses wishing to incorporate in Mexico have a variety of corporate vehicles at their disposal, but each may result in varying tax and liability consequences for both the entity and its shareholders and officers. Mexican company law varies significantly from common law jurisdictions. Corporate books must be kept in accordance with strict rules and minutes must often be notarized and recorded publicly. Indeed, Notaries Public in Mexico attest to not only the authenticity of signatures but also to the legality and occurrence of legal acts and transactions. Corporate compliance is particularly rigorous for companies with foreign participation, with additional requirements imposed by the Foreign Investment Law and Tax Code.

To assist clients in complying with these and other corporate matters, Solcargo provides a variety of services including:

  • Incorporating foreign subsidiaries, branch offices, and Mexican entities

  • Drafting articles of incorporation and bylaws

  • Advising on organizational structure, associated international and Mexican tax consequences and Board formation

  • Conducting international formalization of incorporation documents and powers of attorney

  • Performing foreign investment registration and permitting

  • Drafting corporate minutes and powers of attorney

  • Managing corporate books and minutes and ensuring ongoing corporate compliance

  • Serving as corporate secretary to the Board of Directors

  • Establishing stock option plans

  • Performing US notary services

  • Performing various corporate transactions, including share transfers, capital increases and decreases, withdrawals and dissolutions

Representative clients and deals

Over the years, Solcargo has helped dozens of clients structure and organize Mexican entities, particularly foreign companies wishing to establish a presence in Mexico through a subsidiary office or production facility.  Recent clients have included:

  • Clear Channel Outdoors, as general outside counsel for all corporate matters.

  • Nortel Mexico, a subsidiary of Nortel Networks.

  • Cognizant Technology Solutions, a NASDAQ listed corporation, to incorporate in Mexico, open a Mexican subsidiary, handle all legal requirements
  • FTI Consulting Inc  in establishing its offices in Mexico, City
  • PeopleSoft México, S.A. de C.V. as general outside counsel for all its transactions in Mexico, including its takeover by Oracle Corp. and its previous merger with J.D. Edwards de México y Compañía, S. en N.C. de C.V
  • Handle corporate matters for all of the following:

  • Neology, Inc.

  • Biogas Technology, Ltd.

  • Grupo TV Promo, S.A. de C.V.

  • Radar Comunicación y Mercadotecnia, S.A. de C.V.

  • East Penn Battery

  • Hospital Santa Fe S.A. de C.V.

  • Endeavor Mexico A.C.

  • Ignia Fund

  • Road9 LLC

  • Zwirn-Latin Partners

 


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