MEXICAN GENERAL LAW OF CORPORATIONS & PARTNERSHIPS

Article 1o .- This Law recognizes the following species of mercantile corporations:

1. Partnership in collective name;
2. Limited partnership;
3. Limited liability company;
4. Public Limited Company;

5. Limited partnership by shares;

   Section amended DOF 14-03-2016

6. Cooperative society, and

   Section amended DOF 14-03-2016

7. Simplified joint stock company.

   Section added DOF 14-03-2016

Any of the companies referred to in Sections I to V and VII of this Article may be incorporated as a variable capital company, observing the provisions of Chapter VIII of this Law.

Erratum to paragraph DOF 28-08-1934. Amended paragraph DOF 14-03-2016

Article 2o - Commercial companies registered in the Public Registry of Commerce have a legal personality distinct from that of the partners.

Except in the case provided for in the following article, companies registered in the Public Registry of Commerce may not be declared null and void.

Companies not registered in the Public Registry of Commerce that have externalized themselves as such before third parties, whether or not they are recorded in a public deed, will have legal personality.

The internal relations of irregular companies shall be governed by the respective corporate contract and, in the absence thereof, by the general provisions and by the special provisions of this law, according to the type of company in question.

In the case of a simplified joint stock company, in order to be effective before third parties, it must be registered in the aforementioned registry.

Paragraph added DOF 14-03-2016

Those who perform legal acts as representatives or agents of an irregular company shall be liable for the performance thereof before third parties, subsidiarily, jointly and severally and unlimitedly, without prejudice to the criminal liability incurred, when third parties are harmed.

The partners not guilty of the irregularity may demand damages from the guilty parties and from those acting as representatives or agents of the irregular partnership.

Article amended DOF 02-02-1943

Article 3o - Companies that have an unlawful purpose or habitually perform unlawful acts shall be null and void and shall be immediately liquidated, at the request of any person at any time, including the Public Prosecutor's Office, without prejudice to any criminal liability that may arise.

The liquidation will be limited to the realization of the corporate assets, to pay the debts of the company, and the remainder will be applied to the payment of the civil liability, and in default thereof, to the Public Charity of the locality in which the company has had its domicile.

Article 4o - All corporations that are incorporated in any of the forms recognized in Article 1 of this Law shall be deemed to be mercantile.

Corporations may perform all acts of commerce necessary for the fulfillment of their corporate purpose, except for those expressly prohibited by law and the bylaws.

Paragraph added DOF 13-06-2014

Article 5o . Corporations shall be constituted before a notary public and in the same manner shall be recorded with their amendments. The notary public will not authorize the deed or policy when the bylaws or their amendments contravene the provisions of this Law.

The simplified stock corporation shall be incorporated through the procedure established in Chapter XIV of this Law./p>

Paragraph added DOF 14-03-2016

Erratum to the article DOF 28-08-1934. Amended DOF 11-06-1992, 13-06-2014.

Article 6o . The articles of incorporation of a company shall contain:

Amended paragraph DOF 13-06-2014

1. The names, nationality and domicile of the individuals or legal entities that constitute the company;
2. The object of the company;
3. Its corporate name or denomination;

4. Its duration, which may be indefinite;

   Reformed fraction DOF 15-12-2011

5. The amount of the capital stock;

6. The expression of what each partner contributes in money or other assets; the value attributed to these and the criterion followed for their valuation.

   When the capital is variable, it shall be expressed as such, indicating the minimum amount to be fixed;

7. The domicile of the company;
8. The manner in which the corporation is to be administered and the powers of the administrators;
9. The appointment of the administrators and the designation of those who are to bear the corporate signature;
10. The manner of distributing profits and losses among the members of the corporation;
11. The amount of the reserve fund;

12. The cases in which the company has to be dissolved in advance;

    Reformed fraction DOF 20-10-2023

13. The basis for the liquidation of the company and the manner of proceeding to the election of the liquidators, when they have not been appointed in advance, and

    Reformed fraction DOF 20-10-2023

14. The rules for holding Shareholders' Meetings and meetings of the administrative bodies, being that the bylaws may contemplate that both may be held in person or through the use of electronic, optical or any other technology, allowing the participation of all or part of the attendees by such means in the meeting or meeting in question, provided that participation is simultaneous and interaction in the deliberations is allowed in a manner functionally equivalent to a face-to-face meeting. In any case, whether in person or through the use of electronic, optical or any other technology, all meetings of Members and administrative bodies must have mechanisms or measures that allow access, accreditation of the identity of the attendees, as well as, if applicable, the sense of their vote, and the corresponding evidence must be generated.

    Section added DOF 20-10-2023

All the requirements referred to in this article and the other rules established in the deed on the organization and operation of the corporation shall constitute the bylaws of the corporation.

Article 7o . If the corporate contract has not been executed in a deed or policy before a notary public, but contains the requirements set forth in Sections I to VII of Article 6, any person appearing as a partner may sue in a summary proceeding for the execution of the corresponding deed or policy.

Erratum to paragraph DOF 28-08-1934. Amended DOF 13-06-2014

In the event that the corporate deed is not presented within fifteen days from its date, for its registration in the Public Registry of Commerce, any partner may sue in a summary proceeding for such registration.

The persons who enter into transactions on behalf of the corporation, prior to the registration of the articles of incorporation, shall incur unlimited and joint and several liability before third parties for such transactions.

Article 8o - In the event that the requirements set forth in sections VIII to XIII, inclusive, of Article 6 are omitted, the related provisions of this Law shall apply.

Likewise, the permissive rules contained in this Law shall not constitute exceptions to the freedom of contract that prevails in this matter.

Paragraph added DOF 13-06-2014

Article 8-A.- The fiscal year of corporations shall coincide with the calendar year, unless they are legally constituted after January 1st of the corresponding year, in which case the first fiscal year shall begin on the date of their incorporation and shall conclude on December 31st of the same year.

In cases in which a company enters into liquidation or is merged, its fiscal year will end early on the date on which it enters into liquidation or is merged, and it will be considered that there will be a fiscal year during the entire time the company is in liquidation, which must coincide with the provisions of Article 11 of the Federal Tax Code.

Article added DOF 28-12-1989

Article 9- Any corporation may increase or decrease its capital, observing, according to its nature, the requirements of this Law.

The reduction of the capital stock, effected by means of reimbursement to the partners or release granted to them of unrealized payments, will be published in the electronic system established by the Ministry of Economy.

Amended paragraph DOF 13-06-2014

The company's creditors, separately or jointly, may object to such reduction before the judicial authority, from the day on which the decision was taken by the company, until five days after the last publication.

The opposition will be processed in the summary proceeding, suspending the reduction until the company does not pay the credits of the opponents, or does not guarantee them to the satisfaction of the Judge hearing the matter, or until the judgment declaring that the opposition is unfounded becomes enforceable.

Article 10 - The representation of any mercantile corporation shall correspond to its administrator or administrators, who may carry out all the operations inherent to the object of the corporation, except as expressly established by law and the corporate contract.

In order for the powers of attorney granted by the company through a resolution of the meeting or of the board of directors, as the case may be, to take effect, it will be sufficient to notarize the part of the minutes recording the resolution related to the granting thereof, duly signed by the persons acting as president or secretary of the meeting or of the board of directors, as the case may be, who must sign the notarial instrument, or in their absence, the delegate specially appointed for such purpose may sign it in substitution of the foregoing.

Paragraph added DOF 11-06-1992

The notary will record in the corresponding instrument, by means of the list, insertion or addition to the appendix of the certifications, as appropriate, of the documents that are exhibited for this purpose, the name or corporate name of the company, its domicile, duration, amount of capital stock and purpose of the same, as well as the powers that, according to its bylaws, correspond to the body that granted the power of attorney and, if applicable, the designation of the members of the administrative body.

Paragraph added DOF 11-06-1992

If the company grants the power of attorney through a person other than the aforementioned bodies, in addition to the list or insertion indicated in the preceding paragraph, it must be evidenced that such person has the powers to do so.

Paragraph added DOF 11-06-1992

Article 11 - Unless otherwise agreed, contributions of property shall be understood as transfer of ownership. The risk of the thing shall not be borne by the partnership until the respective delivery is made.

Article 12 - Notwithstanding any agreement to the contrary, the partner who contributes one or more credits to the partnership shall be liable for the existence and legitimacy of such credits, as well as for the solvency of the debtor at the time of the contribution, and that, in the case of debt securities, these have not been subject to the publication provided by law for cases of loss of securities of such kind.

Article 13 - The new partner of a company already incorporated shall be liable for all the corporate obligations contracted prior to its admission, even if the corporate name or denomination is modified. An agreement to the contrary shall not have any effect to the detriment of third parties.

Article 14 - A partner who separates or is excluded from a partnership shall remain liable to third parties for all operations pending at the time of separation or exclusion.

An agreement to the contrary shall not have any effect to the detriment of third parties.

Article 15 - In cases of exclusion or separation of a partner, except in variable capital companies, the company may retain the share of capital and profits of such partner until the conclusion of the operations pending at the time of the exclusion or separation, and until then the liquidation of the corporate assets corresponding to him shall be made.

Article 16 - The following rules shall be observed in the distribution of profits or losses, unless otherwise agreed:

1. The distribution of profits or losses among the capital partners shall be made in proportion to their contributions;
2. The industrial partner shall be entitled to half of the profits, and if there are several partners, such half shall be divided equally among them; and
3. The industrial partner or partners shall not report losses.

Article 17 - Stipulations that exclude one or more partners from profit sharing shall have no legal effect.

Article 18 - If the capital stock is lost, it shall be reinstated or reduced before the distribution or allocation of profits.

Article 19 - The distribution of profits may only be made after the financial statements showing such profits have been duly approved by the meeting of partners or stockholders. The distribution of profits may not be made until the losses incurred in one or several previous fiscal years have been restored or absorbed through the application of other items of the net worth, or the capital stock has been reduced. Any stipulation to the contrary shall have no legal effect, and both the corporation and its creditors may sue for the advances or distributions of profits made in violation of this article, against the persons who have received them, or demand their reimbursement from the administrators who have paid them, both being jointly and severally liable for said advances and distributions.

Article amended DOF 23-01-1981

Article 20 - Except for simplified joint stock companies, at least five percent of the net profits of any company shall be set aside annually to form a reserve fund, until it amounts to one-fifth of the capital stock.

Erratum to paragraph DOF 28-08-1934. Amended DOF 14-03-2016

The reserve fund must be replenished in the same manner when it decreases for any reason.

Article 21 - The resolutions of the administrators or of the shareholders' meetings and assemblies, which are contrary to the provisions of the preceding article, shall be null and void as of right. At any time when, notwithstanding this prohibition, it appears that the profits have not been set aside to form or reconstitute the reserve fund, the responsible administrators shall be unlimitedly and jointly and severally obliged to deliver to the corporation an amount equal to that which should have been set aside.

The rights of the administrators to reimburse the partners for the value of what they deliver when the reserve fund has been distributed remain unaffected.

The capitalization of the legal reserve shall not be understood as a distribution, when this is done, but in this case it must be restated as from the fiscal year following that in which it is capitalized, in accordance with the terms of Article 20.

Paragraph added DOF 23-01-1981

Article 22 - In order to enforce the obligation imposed on the directors by the preceding article, any partner or creditor of the corporation may sue for its fulfillment in a summary proceeding.

Article 23 - The individual creditors of a partner may not, during the term of the partnership, enforce their rights except on the profits corresponding to the partner according to the corresponding financial statements, and, when the partnership is dissolved, on the portion corresponding to him in the liquidation. Likewise, they may enforce their rights on any other reimbursement made in favor of the partners, such as reimbursement of share premiums, reimbursement of additional contributions and any other similar.

Paragraph amended DOF 23-01-1981

They may, however, seize the share that corresponds to the partner in the liquidation and, in joint-stock companies, they may seize and have the debtor's shares sold.

Paragraph amended DOF 23-01-1981

When the shares are being used as security for the administrators' or commissioners' actions, the seizure will produce the effect that, when the time comes for the shares to be returned, they will be placed at the disposal of the authority that made the seizure, as well as the dividends accrued since the date of the seizure.

Article 24 - The judgment pronounced against the partnership, condemning it to comply with obligations with respect to third parties, shall have the force of res judicata against the partners, when the latter have been sued jointly with the partnership. In this case the judgment shall be executed first in the assets of the partnership and only in the absence or insufficiency thereof, in the assets of the defendant partners.

When the obligation of the partners is limited to the payment of their contributions, the execution of the judgment will be reduced to the unpaid amount due.

Article 25 . - Partnership in collective name is that which exists under a corporate name and in which all the partners are liable, subsidiarily, unlimitedly and jointly and severally, for the corporate obligations.

Article 26 - The clauses of the partnership contract that suppress the unlimited and joint and several liability of the partners shall not produce any legal effect in relation to third parties; but the partners may stipulate that the liability of one or some of them be limited to a determined portion or share.

Erratum to the article DOF 28-08-1934

Article 27 - The corporate name shall be formed with the name of one or more partners, and when the names of all the partners do not appear therein, the words and company or other equivalent words shall be added.

Article 28 - Any person outside the corporation who causes his name to appear or allows his name to appear in the corporate name shall be subject to the unlimited and joint and several liability established in Article 25.

Article 29 - The entry or separation of a partner shall not prevent the continuation of the same corporate name previously used; but if the name of the separating partner appears in the corporate name, the word "successors" shall be added to it.

Article 30 - When the corporate name of a company is that which had served another company whose rights and obligations have been transferred to the new company, the word "successors" shall be added to the corporate name.

Article 31 - The partners cannot assign their rights in the company without the consent of all the others, and without it, neither can new ones be admitted, unless in one or the other case the corporate contract provides that the consent of the majority shall be sufficient.

Article 32 - It may be agreed in the articles of incorporation that upon the death of any of the partners the partnership shall continue with his heirs.

Article 33 - In the event that the assignment referred to in Article 31 is authorized in favor of a person outside the corporation, the partners shall have the right to the right of the same, and shall have a period of fifteen days to exercise it, counting from the date of the meeting at which the authorization was granted. If there are several partners who wish to use this right, they will be entitled to all of them in proportion to their contributions.

Article 34 - The corporate contract may not be modified except by the unanimous consent of the partners, unless it is agreed therein that the modification may be agreed upon by the majority of them. In this case the minority shall have the right to withdraw from the partnership.

Article 35 - The partners, neither on their own account, nor on behalf of others, may engage in business of the same type as that which constitutes the object of the partnership, nor form part of companies that carry out such business, except with the consent of the other partners.

In case of contravention, the company may exclude the offender, depriving him/her of the benefits accruing to him/her in the company and demand from him/her the amount of damages.

These rights shall be extinguished within three months from the day on which the company becomes aware of the infringement.

Article 36 - The administration of the corporation shall be in charge of one or several administrators, who may be partners or outsiders.

Article 37 .- Unless otherwise agreed, appointments and removals of directors shall be made freely by a majority vote of the members.

Article 38 - Every member shall have the right to withdraw when, contrary to his vote, the appointment of a director falls on a person who is not a member of the corporation.

Article 39 - When the administrator is a partner and the corporate contract stipulates his irremovability, he may only be removed judicially for fraud, fault or inability.

Article 40 - Whenever no administrators are appointed, all the partners shall concur in the administration.

Article 41 - The administrator may only alienate and encumber the real property of the company with the consent of the majority of the partners, or in the event that such alienation constitutes the corporate purpose or is a natural consequence thereof.

Article 42 - The administrator may, under his responsibility, grant powers of attorney for the management of certain and specific corporate business, but in order to delegate his duties he shall require the agreement of the majority of the partners, and the minority partners shall have the right to withdraw when the delegation falls on a person who is a stranger to the corporation.

Article 43 - The administration account shall be rendered semi-annually, if there is no agreement on the matter, and at any time agreed upon by the partners.

Article 44 - The use of the corporate name corresponds to all the administrators, unless the articles of incorporation limit it to one or more of them.

Article 45 .- The decisions of the administrators shall be made by a majority vote of the administrators, and in case of a tie, the members shall decide.

In the case of urgent acts whose omission would result in serious damage to the company, a single administrator may decide in the absence of the others who are unable, even temporarily, to decide on the acts of the administration.

Article 46 - The partners shall also resolve by the vote of the majority of them. However, in the corporate contract it may be agreed that the majority shall be computed by amounts; but if only one partner represents the greater interest, the vote of another partner shall also be required.

For the purposes of this provision, the industrial partner shall enjoy a single representation which, unless otherwise provided in the corporate contract, shall be equal to that of the major interest of the capitalist partners. When there are several industrial partners, the sole representation granted to them by this article will be exercised by casting as vote the one that has been adopted by a majority of persons among the industrial partners themselves.

Article 47 - The non-managing partners may appoint an auditor to oversee the acts of the administrators, and shall have the right to examine the state of the administration and the accounting and papers of the company, making such claims as they deem appropriate.

Article 48 - The capital stock may not be distributed until after the dissolution of the company and after the respective liquidation, unless otherwise agreed that does not prejudice the interest of third parties.

Article 49 - The industrial partners shall receive, unless otherwise agreed, the amounts that they periodically need for food; it being understood that such amounts and times of receipt shall be fixed by agreement of the majority of the partners or, in default thereof, by the judicial authority. What the industrial partners receive for food shall be computed in the annual balance sheets on account of profits, without the obligation to reimburse it in the cases in which the balance sheet does not show profits or shows them in a lesser amount.

The managing partners may receive from time to time, by agreement of the majority of the partners, a remuneration charged to general expenses.

Article 50 - The partnership contract may be terminated with respect to a partner:

1. For use of the firm or the capital stock for own business;
2. For breach of the articles of incorporation;
3. For infringement of the legal provisions governing the social contract;
4. For committing fraudulent or fraudulent acts against the company;
5. By bankruptcy, interdiction or disqualification to engage in commerce.

Article 51 - A limited partnership is a partnership that exists under a corporate name and is composed of one or more limited partners who respond, in a subsidiary, unlimited and joint and several manner, for the corporate obligations, and of one or more limited partners who are only obliged to pay their contributions.

Article 52 - The corporate name shall be formed with the names of one or more limited partners, followed by the words "and company" or other equivalent words, when the names of all of them do not appear therein. The words "Sociedad en Comandita" or its abbreviation "S. en C." shall always be added to the corporate name.

Article 53 - Any person, whether a limited partner or a stranger to the partnership, who causes his name to appear or allows his name to appear in the corporate name, shall be subject to the liability of the limited partners. The same liability shall be incurred by the limited partners when the expression "Sociedad en Comandita" or its abbreviation is omitted.

Erratum to the article DOF 28-08-1934

Article 54 - The limited partner or partners may not exercise any act of administration, not even in the capacity of attorneys-in-fact of the administrators; but the authorizations and supervision given or exercised by the limited partners, under the terms of the corporate contract, shall not be considered acts of administration.

Article 55 - The limited partner shall be jointly and severally liable to third parties for all the obligations of the partnership in which he has taken part in contravention of the provisions of the preceding article. He shall also be jointly and severally liable to third parties, even in transactions in which he has not taken part, if he has habitually administered the business of the partnership.

Article 56 - If in the event of death or incapacity of the managing partner, the manner of replacing him has not been determined in the corporate deed and the partnership is to continue, a limited partner may, in the absence of limited partners, perform the urgent acts or those of mere administration during a period of one month, counted from the day on which the death or incapacity took place.

In these cases the limited partner is only responsible for the execution of his mandate.

Article 57 - Articles 30 to 39, 41 to 44 and 46 to 50 are applicable to the limited partnership.

Articles 26, 29, 40 and 45 shall only apply with reference to limited partners.

Article 58 . - A limited liability company is that which is constituted between partners who are only obliged to pay their contributions, without the social parts being represented by negotiable instruments, to order or to bearer, since they will only be assignable in the cases and with the requirements established by this Law.

Article 59 - The limited liability company shall exist under a corporate name or a name formed with the name of one or more partners. The denomination or corporate name shall be immediately followed by the words "Sociedad de Responsabilidad Limitada" or its abbreviation "S. de R. L." The omission of this requirement will subject the partners to the liability established in Article 25.

Article 60 - Any person outside the corporation who causes his name to appear or allows his name to appear in the corporate name shall be liable for the corporate operations up to the amount of the largest of the contributions.

Article 61 - No limited liability company shall have more than fifty partners.

Article amended DOF 11-06-1992

Article 62 - The capital stock shall be that which is established in the corporate contract; it shall be divided into corporate shares which may be of unequal value and category, but which in any case shall be of a multiple of one peso.

Article amended DOF 11-06-1992, 15-12-2011

Article 63 - The incorporation of limited liability companies or the increase of their capital stock may not be carried out by means of public subscription.

Article 64 - Upon incorporation of the company, the capital must be fully subscribed and at least fifty percent of the value of each share must be exhibited.

Article 65 .- For the transfer of social parts, as well as for the admission of new partners, the consent of the partners representing the majority of the capital stock shall be sufficient, except when the bylaws provide for a higher proportion.

Article amended DOF 11-06-1992. Erratum DOF 12-06-1992.

Article 66 - When the assignment referred to in the preceding article is authorized in favor of a person outside the corporation, the partners shall have the right of the amount and shall have a period of fifteen days to exercise it, counted from the date of the meeting at which the authorization was granted. If there are several partners who wish to use this right, all of them will have the right in proportion to their contributions.

Article 67 - The transfer by inheritance of the partnership shares shall not require the consent of the partners, unless an agreement provides for the dissolution of the partnership upon the death of one of them, or provides for the liquidation of the partnership share corresponding to the deceased partner, in the event that the partnership does not continue with the heirs of the latter.

Article 68 - Each partner shall not have more than one share. When a partner makes a new contribution or acquires all or a fraction of the share of a co-partner, the value of his partnership interest shall be increased by the respective amount, unless the shares have different rights, in which case the individuality of the partnership interests shall be preserved.

Article 69 - The corporate shares are indivisible. However, the right of division and partial assignment may be established in the partnership agreement, respecting the rules contained in Articles 61, 62, 65 and 66 of this Law.

Article 70 - When so established in the corporate contract, the partners, in addition to their general obligations, shall have the obligation to make supplementary contributions in proportion to their original contributions.

It is forbidden to agree in the social contract on ancillary benefits consisting of work or personal service of the partners.

Article amended DOF 12-02-1949

Article 71 - The amortization of the corporate shares shall not be permitted except to the extent and in the manner established in the corporate contract in force at the time the affected shares have been acquired by the partners. The amortization will be carried out with the net profits which, in accordance with the Law, may be available for the payment of dividends. In the event that the articles of incorporation expressly so provide, certificates of enjoyment may be issued in favor of the partners whose shares have been amortized, with the rights established in Article 137 for shares of enjoyment.

Article 72 - The same rules of the incorporation of the corporation shall be observed in the increases of the capital stock.

The partners will have, in proportion to their social parts, preference to subscribe the newly issued social parts, unless this privilege is suppressed by the articles of incorporation or by the resolution of the meeting that decides on the increase of the capital stock.

Article 73 - The corporation shall keep a special book of the partners, in which the name and domicile of each one shall be entered, with an indication of their contributions, and the transfer of the social parts. The latter shall not take effect with respect to third parties until after registration.

A notice of the registration referred to in the preceding paragraph must be published in the electronic system established by the Ministry of Economy in accordance with the provisions of Article 50 Bis of the Commercial Code and the provisions for its operation.

Paragraph added DOF 14-06-2018

Any person proving a legitimate interest shall have the right to consult this book, which shall be under the care of the administrators, who shall be personally and jointly and severally liable for its regular existence and the accuracy of its data.

Article 74 - The administration of limited liability companies shall be in charge of one or more managers, who may be partners or persons outside the company, appointed temporarily or for an indefinite period of time. Unless otherwise agreed, the corporation shall have the right to revoke its managers at any time.

When the appointment of the managers is not made, the provisions of Article 40 shall be observed.

Article 75 . - The resolutions of the managers shall be taken by majority vote, but if the corporate contract requires them to act jointly, unanimity shall be required, unless the majority deems that the corporation is in serious danger with the delay, for then it may pass the corresponding resolution.

Managers' resolutions may be made by electronic, optical or any other technology if so provided in the bylaws.

Paragraph added DOF 20-10-2023

Article 76 - The administrators who have not had knowledge of the act or who have voted against it, shall be released from liability.

The action of liability in the interest of the corporation against the managers, for the reimbursement of the corporate patrimony, belongs to the assembly and to the partners individually considered; but the latter may not exercise it when the assembly, with a favorable vote of three-fourths of the capital stock, has absolved the managers of their liability.

The action of liability against the administrators also belongs to the corporate creditors; but it may only be brought by the trustee after the declaration of bankruptcy of the company.

Article 77 - The shareholders' meeting is the supreme body of the corporation. Its resolutions shall be adopted by a majority of votes of the partners representing at least half of the capital stock, unless the articles of incorporation require a higher majority. Unless otherwise stipulated, if this figure is not obtained at the first meeting, the partners shall be convened a second time, and decisions shall be taken by a majority of votes, whatever the portion of the capital represented.

Article 78 - The Assemblies shall have the following powers:

1. To discuss, approve, modify or disapprove the balance sheet corresponding to the fiscal year closed and to take the measures they deem appropriate for such reasons.
2. Proceed to the distribution of profits.
3. Appoint and remove managers.
4. To appoint, as the case may be, the Supervisory Board.
5. Resolve on the division and amortization of the corporate shares.
6. Demand, as the case may be, supplementary contributions and ancillary benefits.
7. To take the appropriate actions against the corporate bodies or against the partners to demand damages and losses.
8. To modify the social contract.
9. To consent to the assignment of corporate shares and the admission of new members.
10. To decide on increases and reductions of the capital stock.
11. To decide on the dissolution of the corporation, and
12. Any other duties that correspond to them in accordance with the Law or the Articles of Incorporation.

Article 79 - Every member shall have the right to participate in the decisions of the meetings, having one vote for each one thousand pesos of his contribution or the multiple of this amount that has been determined, except for what the corporate contract establishes on privileged corporate shares.

Article amended DOF 11-06-1992

Article 80 - The meetings shall be held at the registered office, at least once a year, at the time fixed in the contract.

A meeting shall not be deemed to be held away from the registered office by the mere fact that electronic, optical or any other technological means are used.

Paragraph added DOF 20-10-2023

Additionally, the members may hold meetings outside the corporate domicile, as long as all the members approve it and there is also the possibility of using electronic, optical or any other technology. For such meetings, in this case, the address at which the respective meeting was held must be indicated in the minutes of the meeting.

Paragraph added DOF 20-10-2023

Article 81 - Meetings shall be called by the managers; if they fail to do so, by the Supervisory Board, and in the absence or omission thereof, by the members representing more than one third of the capital stock.

The notices of meeting will be published in the electronic system established by the Ministry of Economy pursuant to Article 50 Bis of the Commercial Code, must contain the agenda and be signed by the person making them, and will be published as far in advance as established in the bylaws or, failing that, eight days before the meeting is to be held.

Amended paragraph DOF 20-10-2023

Article 82 - The articles of incorporation may establish the cases in which the meeting of the assembly is not necessary, and in such cases the text of the resolutions or decisions shall be sent to the members by registered letter with acknowledgment of receipt, and the corresponding vote shall be cast in writing.

If so requested by shareholders representing more than one third of the capital stock, the meeting must be called, even if the articles of incorporation only require voting by correspondence.

If so provided in the bylaws, meetings may be held by electronic, optical or any other technological means so that all or part of the participants in the meeting may attend.

Paragraph added DOF 20-10-2023

Article 83 - Unless otherwise agreed, the modification of the corporate contract shall be decided by the majority of the partners representing at least three-fourths of the capital stock; except for cases of change of purpose or rules determining an increase in the obligations of the partners, in which cases unanimity of votes shall be required.

Article 84 - If the articles of incorporation so provide, a Supervisory Board shall be formed, consisting of partners or persons outside the corporation.

Article 85 - The articles of incorporation may stipulate that the partners have the right to receive interest not exceeding nine percent per annum on their contributions, even if there are no profits; but only for the period of time necessary for the execution of the work which, according to the object of the corporation, must precede the commencement of its operations, and in no case may such period exceed three years. Such interest shall be charged to general expenses.

Erratum to the article DOF 28-08-1934

Article 86 - The provisions of Articles 27, 29, 30, 38, 38, 42, 43, 44, 48 and 50, Sections I, II, III and IV are applicable to limited liability companies.

Article 87 - A corporation is one that exists under one name and is composed exclusively of partners whose obligation is limited to the payment of their shares.

Article 88 - The name shall be freely formed, but shall be different from that of any other corporation and when used shall always be followed by the words "Sociedad Anónima" or its abbreviation "S.A.".

SECTION ONE
Incorporation of the company

SECTION TWO
Of the shares

SECTION THREE
Administration of the company

SECTION FOUR
Surveillance of the company

SECTION FIVE
Financial Information

Name of the Section amended DOF 23-01-1981

SECTION SIX
Shareholders' meetings

Article 207 - The limited partnership by shares is a partnership composed of one or more limited partners who are liable in a subsidiary, unlimited and joint and several manner, for the corporate obligations, and of one or more limited partners who are only obligated to pay for their shares.

Article 208 - The limited partnership by shares shall be governed by the rules relating to the corporation, except as provided in the following articles.

Article 209 - The capital stock shall be divided into shares and may not be assigned without the consent of all the limited partners and two thirds of the limited partners.

Article amended DOF 30-12-1982

Article 210 - A limited partnership by shares may exist under a corporate name, which shall be formed with the names of one or more limited partners followed by the words and company or other equivalents, when the names of all of them do not appear therein. The words "Sociedad en Comandita por Acciones" or its abbreviation "S. en C. por A" shall be added to the corporate name or denomination, as the case may be.

Article 211 - The provisions of Articles 28, 29, 30, 53, 54 and 55 are applicable to the limited partnership by shares; and with respect to the limited partners only, the provisions of Articles 26, 32, 35, 39 and 50.

Article 212 - Cooperative societies shall be governed by their special legislation.

Article 213 - In variable capital companies, the capital stock may be increased by subsequent contributions of the partners or by the admission of new partners, and the capital stock may be decreased by partial or total withdrawal of the contributions, without any other formalities than those established by this chapter.

Article 214 . - The variable capital companies shall be governed by the provisions corresponding to the type of company in question, and by those of the corporation relating to balance sheets and liabilities of the directors, except for the modifications set forth in this chapter.

Article 215 - The words "variable capital" shall always be added to the corporate name or denomination of the type of company.

Article 216 - The articles of incorporation of all variable capital companies shall contain, in addition to the stipulations corresponding to the nature of the company, the conditions established for the increase and decrease of the capital stock.

In stock corporations, the articles of incorporation or the Extraordinary General Meeting will establish the capital increases and the form and terms in which the corresponding issuance of shares must be made. The shares issued and not subscribed to the provisional certificates, if any, will be kept in the possession of the company to be delivered as the subscription is made.

Article 217 - In a corporation, limited liability company and limited partnership by shares, a minimum capital shall be indicated, which may not be less than that established in Articles 62 and 89. In partnerships and limited partnerships, the minimum capital may not be less than one-fifth of the initial capital.

It is forbidden for stock corporations to announce the capital whose increase is authorized without announcing at the same time the minimum capital. The administrators or any other officer of the corporation who violate this precept will be liable for the damages caused.

Article 218 .- (Repealed).

Article repealed DOF 30-12-1982

Article 219 - Any increase or decrease of the capital stock shall be recorded in a registry book kept by the corporation for that purpose.

Article 220 - The partial or total withdrawal of contributions by a partner must be notified to the corporation in a reliable manner and shall not take effect until the end of the current fiscal year, if the notification is made before the last quarter of said fiscal year, and until the end of the following fiscal year, if it is made thereafter.

Article 221 - The right of separation may not be exercised when it has the effect of reducing the capital stock to less than the minimum.

Article 222 - The merger of several companies shall be decided by each one of them, in the form and terms that correspond according to their nature.

Article 223 . Merger agreements shall be registered in the Public Registry of Commerce and shall be published in the electronic system established by the Ministry of Economy, in the same manner, each company shall publish its last balance sheet, and the company or companies that cease to exist shall also publish the system established for the extinction of their liabilities.

Article amended DOF 13-06-2014

Article 224 - The merger may not take effect until three months after the registration provided for in the preceding article.

During such period, any creditor of the merging companies may oppose the merger judicially in a summary proceeding, which will be suspended until the judgment declaring the opposition to be unfounded becomes enforceable.

Once the aforementioned term has elapsed without any opposition having been formulated, the merger may be carried out and the surviving company or the company resulting from the merger shall take over the rights and obligations of the extinguished companies.

Erratum to the paragraph DOF 28-08-1934

Article 225 - The merger shall take effect at the time of registration, if payment of all the debts of the companies to be merged is agreed upon, or if the amount thereof is deposited in a credit institution, or if the consent of all the creditors is on record. For this purpose, the term debts will be considered as due.

The certificate stating the deposit shall be published in accordance with Article 223.

Article 226 . - When the merger of several corporations is to result in a different corporation, its incorporation shall be subject to the principles governing the incorporation of the corporation to which it is to belong.

Article 227 - Companies incorporated in any of the forms set forth in Sections I to V of Article 1 may adopt any other legal form. Likewise, they may be transformed into a variable capital company.

Article 228 - In the transformation of corporations, the precepts contained in the preceding articles of this chapter shall apply.

Article 228 Bis . - A spin-off occurs when a company called the spinoff decides to be extinguished and divides all or part of its assets, liabilities and capital stock into two or more parts, which are contributed en bloc to other newly created companies called spinoffs; or when the spinoff, without being extinguished, contributes en bloc part of its assets, liabilities and capital stock to one or more other newly created companies.

The spin-off shall be governed by the following:

1. It may only be agreed by resolution of the shareholders' or partners' meeting or equivalent body, by the majority required for the amendment of the corporate contract;
2. The shares or social parts of the company to be spun off must be fully paid;
3. Each of the partners of the splitting company will initially have a proportion of the capital stock of the spun-off companies, equal to that held in the spin-off company;

4. The resolution approving the spin-off shall contain:

   1. The description of the form, terms and mechanisms in which the various concepts of assets, liabilities and capital stock will be transferred;
   2. The description of the parts of the assets, liabilities and capital stock that correspond to each spun-off company and, if applicable, to the spin-off company, with sufficient detail to allow their identification;
   3. The financial statements of the spin-off company, covering at least the operations carried out during the last fiscal year, duly audited by an external auditor. The directors of the spin-off company shall be responsible for informing the shareholders' meeting of the operations carried out until the spin-off takes full legal effect;
   4. The determination of the obligations assumed by each spun-off company by virtue of the spin-off. If a spun-off company fails to comply with any of the obligations assumed by it by virtue of the spin-off, the other spun-off company or companies will be jointly and severally liable before the creditors that have not given their express consent, for a period of three years as from the last of the publications referred to in Section V, up to the amount of the net assets attributed in the spin-off to each of them; if the spun-off company has not ceased to exist, it will be liable for the totality of the obligation; and
   5. The draft bylaws of the spun-off companies.

5. The spin-off resolution must be notarized before a notary public and registered in the Public Registry of Commerce. Likewise, an extract of such resolution must be published in the electronic system established by the Ministry of Economy, containing, at least, a summary of the information referred to in paragraphs a) and d) of section IV of this article, clearly indicating that the complete text is available to partners and creditors at the corporate domicile of the company for a period of forty-five calendar days as of the date of registration and publication;

   Section amended DOF 13-06-2014

6. During the aforementioned term, any partner or group of partners representing at least twenty percent of the capital stock or creditor having a legal interest may judicially oppose the spin-off, which will be suspended until the judgment declaring the opposition to be unfounded is enforceable, a resolution is issued terminating the proceeding without the opposition having proceeded or an agreement is reached, provided that whoever opposes gives sufficient bond to cover the damages that may be caused to the company with the suspension;
7. Once the requirements have been complied with and the term referred to in Section V has elapsed without any opposition having been filed, the spin-off will take full effect; for the incorporation of the new companies, the notarization of their bylaws and their registration in the Public Registry of Commerce will be sufficient;
8. The shareholders or partners who vote against the spin-off resolution shall have the right to separate from the corporation, applying the provisions of Article 206 of this law;
9. When the spin-off entails the extinction of the spin-off, once the spin-off takes effect, the Public Registry of Commerce must be requested to cancel the registration of the corporate agreement;
10. The provisions of Article 141 of this Law shall not apply to the spun-off companies.

Article added DOF 11-06-1992

Article 229 - Companies are dissolved:

1. IDue to expiration of the term established in the corporate contract;
2. Due to the impossibility of continuing to carry out the main purpose of the company or because it has been consummated;
3. By agreement of the partners taken in accordance with the Articles of Incorporation and the Law;
4. Because the number of shareholders becomes less than the minimum number established by this Law, or because the parties of interest are united in a single person;
5. For the loss of two thirds of the capital stock.
6. By judicial or administrative resolution issued by the competent courts, in accordance with the grounds set forth in the applicable laws.

Section added DOF 24-01-2018

Article 230 .- The partnership in collective name shall be dissolved, unless otherwise agreed, by the death, incapacity, exclusion or withdrawal of one of the partners, or by the corporate contract being terminated with respect to one of them.

In the event of the death of a partner, the partnership may only continue with the heirs, when they express their consent; otherwise, the partnership, within a period of two months, must deliver to the heirs the quota corresponding to the deceased partner, according to the last approved balance sheet.

Article 231 - The provisions set forth in the preceding article are applicable to the limited partnership and to the limited partnership by shares, as far as the limited partners are concerned.

Article 232 - In the case of Section I of Article 229, the dissolution of the corporation shall be effected by the mere expiration of the term established for its duration.

In all other cases, once the company proves the existence of causes for dissolution, the cause for dissolution will be immediately recorded in the Public Registry of Commerce.

Amended paragraph DOF 24-01-2018

If the registration is not made in spite of the existence of the cause of dissolution, any interested party may file an action before the judicial authority, in a summary proceeding or, in cases where the dissolution is by judicial resolution, in an incidental proceeding, in order to order the registration of the dissolution.

Amended paragraph DOF 24-01-2018

When the dissolution of a company has been registered, without the existence of any of the causes listed by the Law, in the opinion of any interested party, he may go before the judicial authority, within a term of thirty days from the date of registration, and sue, in a summary proceeding, for the cancellation of the registration, except in those cases in which the dissolution is by judicial resolution, in which the means of challenge corresponding to the matter that issued the corresponding judicial resolution will be applied.

Amended paragraph DOF 24-01-2018

Article 233 - The Directors may not initiate new operations after the expiration of the term of duration of the corporation, the resolution on dissolution or the verification of a cause for dissolution. If they contravene this prohibition, the Directors shall be jointly and severally liable for the operations carried out.

Article 234 .- When the company is dissolved, it shall be put into liquidation.

Article 235 - The liquidation shall be in charge of one or more liquidators, who shall be the legal representatives of the corporation and shall be liable for the acts they execute exceeding the limits of their office.

Article 236 - In the absence of any provision in the corporate contract, the appointment of the liquidators shall be made by agreement of the partners, taken in the proportion and form indicated by this Law, according to the nature of the company, for the agreement on dissolution. The appointment of liquidators must be made in the same act in which the dissolution is agreed or recognized. In cases where the company is dissolved due to the expiration of the term or by virtue of an enforceable judgment, the appointment of the liquidators must be made immediately upon the expiration of the term or the issuance of the judgment.

If for any reason the appointment of the liquidators is not made in accordance with the terms of this article, the judicial authority will do so in the summary proceeding or, in the cases in which the dissolution is by judicial resolution, in the incidental proceeding, both cases at the request of any partner.

Amended paragraph DOF 24-01-2018

Article 237 - As long as the appointment of the liquidators has not been recorded in the Public Registry of Commerce and they have not entered into office, the administrators shall continue in the performance of their duties.

The foregoing shall not apply when the appointment of the liquidator is made in accordance with the procedure of Article 249 Bis 1 of this Law.

Paragraph added DOF 24-01-2018

Article 238 .- The appointment of the liquidators may be revoked by resolution of the partners, taken under the terms of Article 236 or by judicial resolution, if any partner justifies, in the summary proceeding or, in the cases in which the dissolution is by judicial resolution, in the incidental proceeding, the existence of a serious cause for the revocation.

Amended paragraph DOF 24-01-2018

The liquidators whose appointments are revoked shall continue in office until the newly appointed liquidators take office.

The foregoing shall not apply when the appointment of the liquidator is made in accordance with the procedure of Article 249 Bis 1 of this Law.

Paragraph added DOF 24-01-2018

Article 239 .- When there are several liquidators, they shall act jointly.

Article 240 - The liquidation shall be carried out in accordance with the relative stipulations of the corporate contract or the resolution adopted by the partners when the dissolution of the partnership is agreed or recognized. In the absence of such stipulations, liquidation shall be carried out in accordance with the provisions of this Chapter.

The foregoing shall not apply when the appointment of the liquidator is made in accordance with the procedure set forth in Article 249 Bis 1 of this Law.

Paragraph added DOF 24-01-2018

Article 241 .- Once the liquidators have been appointed, the Administrators shall deliver to them all the assets, books and documents of the corporation, and in any case an inventory of the corporate assets and liabilities shall be drawn up.

The foregoing shall not apply when the appointment of the liquidator is made in accordance with the procedure set forth in Article 249 Bis 1 of this Law.

Paragraph added DOF 24-01-2018

Article 242 .- Except by agreement of the partners or the provisions of the articles of incorporation, the liquidators shall have the following powers:

1. Conclude the corporate operations pending at the time of dissolution;
2. Collect what is owed to the company and pay what the company owes;
3. To sell the assets of the company;
4. To liquidate to each partner its social assets;

5. To prepare the final liquidation balance sheet, which must be submitted to the discussion and approval of the partners, in the appropriate manner, according to the nature of the company.

   The final balance sheet, once approved, will be deposited in the Public Registry of Commerce; it must be published in the electronic system established by the Ministry of Economy provided for in Article 50 Bis of the Commercial Code;

   Amended paragraph DOF 24-01-2018

6. To obtain from the Public Registry of Commerce the cancellation of the registration of the corporate contract, once the liquidation is concluded.

   The provisions of the preceding sections shall not apply when the appointment of the liquidator is made in accordance with the procedure of Article 249 Bis 1 of this Law.

   Paragraph added DOF 24-01-2018

Article 243 - No partner may demand from the liquidators the total delivery of the credit that corresponds to him; but only the partial delivery that is compatible with the interests of the creditors of the partnership, as long as their passive credits are not extinguished, or the amount has been deposited if it is inconvenient to make its payment.

The agreement on partial distribution must be published in the electronic system established by the Ministry of Economy, and the creditors will have the right to oppose in the manner and terms of Article 9.

Amended paragraph DOF 13-06-2014

Article 244 - Companies, even after dissolution, shall retain their legal personality for the purposes of liquidation.

Article 245 .- The liquidators shall keep in deposit, for ten years after the date on which the liquidation is concluded, the books and papers of the corporation.

The liquidators may choose to keep the books and papers of the company in printed format, or in electronic, optical or any other technology, as long as, in the latter media, the provisions of the official Mexican standard on digitalization and conservation of data messages issued for such purpose by the Ministry of Economy are observed. In the event that the dissolution or liquidation is carried out under the terms of the provisions of Article 249 Bis 1 of this Law, the term of conservation of the documentation will be five years.

Paragraph added DOF 24-01-2018

Article 246 - In the liquidation of partnerships, limited partnerships or limited liability companies, once the corporate debts have been paid, the distribution of the remainder among the partners, if there are no express stipulations, shall be subject to the following rules:

1. If the assets in which the corporate assets consist are easily divisible, they shall be distributed in the proportion corresponding to the representation of each partner in the common mass;
2. If the assets are of a different nature, they shall be divided into the respective proportional parts, and any differences shall be compensated among the partners;
3. Once the lots have been formed, the liquidator will summon the partners to a meeting in which he will inform them of the respective project; and they will have a period of eight working days as of the day following the date of the meeting, to demand modifications, if they believe their rights are prejudiced;
4. If the partners expressly express their conformity or if, during the term indicated above, they do not formulate observations, they shall be deemed to be in agreement with the project, and the liquidator shall make the respective award, granting, as the case may be, the appropriate documents;
5. If, during the period referred to in Section III, the partners make observations on the division project, the liquidator will call a new meeting, within eight days, so that, by mutual agreement, the necessary modifications may be made to the project; and if it is not possible to obtain agreement, the liquidator will award the lot or lots with respect to which there is disagreement, jointly to the respective partners, and the resulting legal situation among the awardees will be governed by the rules of co-ownership;
6. If the corporate liquidation is made by virtue of the death of one of the partners, the division or sale of the real estate shall be made in accordance with the provisions of this Law, even if among the heirs there are minors.

The provisions of the preceding sections shall not apply when the appointment of the liquidator is made in accordance with the procedure of Article 249 Bis 1 of this Law.

Paragraph added DOF 24-01-2018

Article 247 .- In the liquidation of corporations and limited partnerships by shares, the liquidators shall proceed to distribute the remainder among the partners subject to the following rules:

1. The final balance sheet shall indicate each partner's share of the corporate assets;
2. Said balance shall be published in the electronic system established by the Ministry of Economy.

   Amended paragraph DOF 13-06-2014

   The same balance sheet will remain, for the same term, as well as the papers and books of the corporation, at the disposal of the shareholders, who will have a period of fifteen days from the last publication, to present their claims to the liquidators.

3. Once this period has elapsed, the liquidators shall call a General Shareholders' Meeting to approve the balance sheet. This Meeting shall be presided over by one of the liquidators.

The provisions of the preceding sections shall not apply when the appointment of the liquidator is made in accordance with the procedure of Article 249 Bis 1 of this Law.

Paragraph added DOF 24-01-2018

Article 248 - Once the balance sheet has been approved, the liquidators shall proceed to make the corresponding payments to the shareholders, against delivery of the share certificates.

Article 249 - The sums belonging to the shareholders and not collected within two months, counted from the approval of the final balance sheet, shall be deposited in a credit institution with the indication of the shareholder. Said sums shall be paid by the credit institution where the deposit was made.

Article amended DOF 30-12-1982

Article 249 Bis .- Companies may carry out their dissolution and liquidation in accordance with the procedure contemplated in Article 249 Bis 1, provided that the company:

1. It is formed exclusively by partners or shareholders who are natural persons;
2. Is not located in the situation contemplated in Article 3 of this Law;
3. Had published in the electronic system established by the Ministry of Economy pursuant to the provisions of Article 50 Bis of the Code of Commerce and the provisions for its operation, the notice of registration in the special book of partners or registry of shares with the shareholding structure in force at least 15 business days prior to the date of the meeting by which the dissolution is agreed upon. For such purposes, the information contained in the notice of registration will be confidential;
4. It is not carrying out operations, nor has it issued electronic invoices during the last two years;
5. Be up to date in the fulfillment of its tax, labor and social security obligations;
6. Has no pecuniary obligations with third parties;
7. Their legal representatives are not subject to criminal proceedings for the possible commission of tax or property crimes;
8. Is not in insolvency proceedings, and
9. It is not an entity that is part of the financial system, in terms of the applicable special legislation.

Article added DOF 24-01-2018

Article 249 Bis 1 .- The dissolution and liquidation procedure referred to in Article 249 Bis of this Law shall be carried out in accordance with the following:

1. he totality of the partners or shareholders will agree by means of a meeting the dissolution and liquidation of the corporation, declaring under oath that they are located and comply with the conditions referred to in Article 249 Bis of this Law, and will appoint the liquidator from among the partners or shareholders.

   This agreement must be subscribed by all the partners or shareholders, recorded in the dissolution and liquidation minutes and published in the electronic system established by the Ministry of Economy provided for in Article 50 Bis of the Code of Commerce, no later than 5 business days following the date of the dissolution and liquidation meeting, in no case shall the requirement of a public deed, policy, or any other formality additional to the one contemplated in this paragraph be required;

2. Once the resolution has been published, the Ministry of Economy will verify that the dissolution and liquidation act of the company complies with the provisions of the previous section and, if applicable, will send it electronically for its registration in the Public Registry of Commerce in accordance with the provisions of Article 10 Bis 1 of the Regulations of the Public Registry of Commerce;

3. The partners or shareholders shall deliver to the liquidator all the assets, books and documents of the corporation no later than 15 business days following the date of the dissolution and liquidation meeting;

4. The liquidator will carry out the distribution of the remainder of the corporate assets among the partners or shareholders in proportion to their contributions, if any, within a term that will not exceed 45 business days following the date of the dissolution and liquidation meeting;

5. The partners or shareholders shall deliver the share certificates to the liquidator no later than 15 business days following the date of the dissolution and liquidation meeting;

6. Once the company has been liquidated, the liquidator shall publish the final balance sheet of the company in the electronic system established by the Ministry of Economy provided for in Article 50 Bis of the Code of Commerce, which in no case may exceed 60 business days following the date of the dissolution and liquidation meeting; and

7. The Ministry of Economy will carry out the registration of the cancellation of the folio of the company in the Public Registry of Commerce in accordance with the provisions of Article 10 Bis 1 of the Regulations of the Public Registry of Commerce and will notify the corresponding tax authority.

   In the event that the partners or shareholders are untruthful by stating a false fact or altering or denying a true fact as provided in this article, the partners or shareholders shall be jointly and severally and unlimitedly liable to third parties, without prejudice to any other liability they may have incurred in criminal matters.

Article 250 - Foreign companies legally constituted have legal personality in the Republic.

Article 251 - Foreign companies may only engage in commerce as soon as they have been entered in the Register.

The registration will only be made with the prior authorization of the Ministry of Economy, pursuant to the terms of Articles 17 and 17A of the Foreign Investment Law.

Amended paragraph DOF 24-12-1996, 28-07-2006

Foreign companies must publish annually, in the electronic system established by the Ministry of Economy, a balance sheet of the negotiation approved by a certified public accountant.

Amended paragraph DOF 13-06-2014

Article 252 - The joint venture is a contract by which a person grants to others who contribute goods or services, a share in the profits and losses of a commercial negotiation or of one or more commercial operations.

Article 253 - The joint venture association has no legal personality or corporate name or denomination.

Article 254 - The joint venture contract must be in writing and shall not be subject to registration.

Article 255 - The terms, proportions of interest and other conditions under which they are to be performed shall be established in the joint venture contracts.

Article 256 - The associating party acts in its own name and there shall be no legal relationship between third parties and the associates.

Article 257 - With respect to third parties, the assets contributed belong in ownership to the associating party, unless the nature of the contribution requires some other formality, or unless it is stipulated otherwise and the relative clause is registered in the Public Registry of Commerce of the place where the associating party exercises the trade. Even if the stipulation has not been registered, it shall be effective if it is proven that the third party had or should have had knowledge of it.

Article 258 - Unless otherwise agreed, for the distribution of profits and losses, the provisions of Article 16 shall be observed. The losses corresponding to the associates may not exceed the value of their contribution.

Article 259 - Joint ventures operate, are dissolved and liquidated, in the absence of special stipulations, by the rules established for partnerships, insofar as they do not conflict with the provisions of this chapter.

Article 260 - The simplified joint stock company is one that is formed with one or more individuals who are only obligated to pay their contributions represented in shares. In no case may individuals be simultaneously shareholders of another type of corporation referred to in Sections I to VII of Article 1 of this Law, if their participation in such corporations allows them to have control of the corporation or its administration, in terms of Article 2, Section III of the Securities Market Law.

The total annual income of a simplified joint stock company may not exceed $7,076,469.38. In the event of exceeding the respective amount, the simplified stock company must be transformed into another corporate regime contemplated in this Law, under the terms established in the rules set forth in Article 263 of the same. The amount established in this paragraph will be updated annually on January 1st of each year, considering the update factor corresponding to the period from the month of December of the penultimate year to the month of December immediately prior to the one for which the update is made, which will be obtained in accordance with Article 17-A of the Federal Tax Code. The Ministry of Economy will publish the restatement factor in the Official Gazette of the Federation during the month of December of each year.

Paragraph amount updated by agreement DOF 27-12-2022, 28-12-2023

In the event that the shareholders do not carry out the transformation of the company referred to in the preceding paragraph, they will be liable to third parties, subsidiarily, jointly and severally and unlimitedly, without prejudice to any other liability they may have incurred.

Article repealed DOF 11-06-1992. Added DOF 14-03-2016

Article 261 - The name shall be freely formed, but different from that of any other corporation and always followed by the words "Sociedad por Acciones Simplificada" or its abbreviation "S.A.S.".

Article repealed DOF 11-06-1992. Added DOF 14-03-2016

Article 262 - In order to proceed with the incorporation of a simplified joint stock company, only the following shall be required:

1. That there are one or more shareholders;
2. That the shareholder(s) express their consent to incorporate a simplified stock corporation under the bylaws that the Ministry of Economy makes available through the electronic incorporation system;
3. That any of the shareholders has the authorization for the use of the name issued by the Ministry of Economy; and
4. That all shareholders have a valid advanced electronic signature certificate recognized in the general rules issued by the Ministry of Economy pursuant to the provisions of Article 263 of this Law.

In no case shall the requirement of a public deed, policy or any other additional formality be required for the incorporation of a simplified stock company.

Erratum to the article DOF 28-08-1934. Repealed DOF 11-06-1992. Added DOF 14-03-2016

Article 263 - For the purposes of the provisions of Article 262 of this Law, the electronic incorporation system shall be in charge of the Ministry of Economy and shall be carried out by digital means by means of the computer program established for such purpose, whose functioning and operation shall be governed by the general rules issued for such purpose by the Ministry itself.

The incorporation procedure will be carried out in accordance with the following rules:

1. One sheet of paper shall be opened for each constitution;
2. The shareholder(s) will select the clauses of the bylaws made available by the Ministry of Economy through the system;
3. A social contract of the incorporation of the simplified stock corporation signed electronically by all the shareholders, using the current electronic signature certificate referred to in Section IV of Article 262 of this Law, which will be delivered digitally, will be generated;
4. The Ministry of Economy will verify that the articles of incorporation comply with the provisions of Article 264 of this Law, and if appropriate, will send it electronically for its registration in the Public Registry of Commerce;
5. The system will digitally generate the registration form of the simplified stock corporation in the Public Registry of Commerce;
6. The use of notaries public is optional;
7. The existence of the simplified joint stock company shall be proved with the articles of incorporation of the company and the registration certificate in the Public Registry of Commerce;
8. Shareholders requesting the incorporation of a simplified stock corporation shall be responsible for the existence and accuracy of the information provided in the system. Otherwise, they shall be liable for any damages that may arise, without prejudice to any administrative or criminal penalties that may be applicable, and
9. Any others established in the rules of the electronic incorporation system. Article repealed DOF 11-06-1992. Added DOF 14-03-2016

Article 264 - The articles of incorporation referred to in the preceding article shall only contain the following requirements:

1. Denomination;
2. Name of shareholders;
3. Address of shareholders;
4. Federal Taxpayer Registry of the shareholders;
5. E-mail address of each shareholder;
6. Address of the company;
7. Duration of the company;
8. The form and terms in which the shareholders are obligated to subscribe and pay for their shares;
9. The number, par value and nature of the shares into which the capital stock is divided;
10. The number of votes that each shareholder will have by virtue of its shares;
11. The purpose of the company, and
12. The form of administration of the company.

The shareholder(s) shall be vicariously or jointly and severally liable, as appropriate, with the corporation, for the commission of conduct punishable as a crime.

The contracts entered into between the sole shareholder and the company must be registered by the company in the electronic system established by the Ministry of Economy in accordance with the provisions of Article 50 Bis of the Commercial Code.

Article repealed DOF 11-06-1992. Added DOF 14-03-2016

Article 265 - All shares referred to in Section IX of Article 264 must be paid within one year from the date on which the company is registered in the Public Registry of Commerce.

When the capital stock has been subscribed and paid in full, the company must publish a notice in the electronic system established by the Ministry of Economy in terms of Article 50 Bis of the Commercial Code.

Article added DOF 14-03-2016

Article 266 - The Shareholders' Meeting is the supreme body of the simplified stock corporation and is composed of all the shareholders.

The resolutions of the Shareholders' Meeting will be adopted by majority vote and it may be agreed that the meetings be held in person or by electronic means if an information system is established in terms of the provisions of Article 89 of the Code of Commerce. In any case, a record book of resolutions must be kept.

When the simplified stock corporation is formed by a single shareholder, such shareholder shall be the supreme body of the corporation.

Article added DOF 14-03-2016

Article 267 - The representation of the simplified stock corporation shall be in charge of an administrator, a function that shall be performed by a shareholder.

When the simplified stock corporation is formed by a single shareholder, the latter shall exercise the powers of representation and shall hold the position of director.

It is understood that the director, by his sole appointment, may enter into or execute all acts and contracts included in the corporate purpose or directly related to the existence and operation of the corporation.

Article added DOF 14-03-2016

Article 268 - The decision making of the Shareholders' Meeting shall be governed solely by the following rules:

1. Every shareholder shall have the right to participate in the decisions of the corporation;
2. The shareholders will have voice and vote, the shares will be of equal value and will confer the same rights;
3. Any shareholder may submit matters to the consideration of the Meeting, to be included in the agenda, provided that he/she requests it to the administrator in writing or by electronic means, if an information system is agreed upon in accordance with the provisions of Article 89 of the Code of Commerce;
4. The administrator shall send to all shareholders the matter subject to vote in writing or by any electronic means if an information system is agreed upon in accordance with the provisions of Article 89 of the Commercial Code, indicating the date for casting the respective vote;
5. The shareholders shall express their vote on matters in writing or by electronic means if an information system is agreed upon in accordance with the provisions of Article 89 of the Code of Commerce, either in person or outside the meeting.

The Shareholders' Meeting will be called by the administrator of the company, through the publication of a notice in the electronic system established by the Ministry of Economy at least five business days in advance. The notice will include the agenda with the matters to be submitted to the consideration of the Meeting, as well as the corresponding documents.

If the administrator refuses to convene the meeting, or does not do so within fifteen days following receipt of the request of any shareholder, the meeting may be convened by the judicial authority of the domicile of the corporation, at the request of any shareholder.

Once the procedure set forth in this Article has been exhausted, the resolutions of the Shareholders' Meeting shall be considered valid and shall be binding on all shareholders if the vote was cast by a majority of them, unless the right of opposition provided for in this Law is exercised.

Article added DOF 14-03-2016

Article 269 - Amendments to the corporate bylaws shall be decided by majority vote.

At any time the shareholders may agree to forms of organization and administration other than those contemplated in this Chapter, provided that the shareholders execute before a notary public the transformation of the simplified stock corporation into any other type of mercantile corporation, in accordance with the provisions of this Law.

Article added DOF 14-03-2016

Article 270 - Unless otherwise agreed, the alternative dispute resolution mechanisms provided for in the Commercial Code shall be privileged for the settlement of disputes arising between shareholders, as well as between shareholders and third parties.

Article added DOF 14-03-2016

Article 271 .- Unless otherwise agreed, profits shall be distributed in proportion to the shares of each shareholder.

Article added DOF 14-03-2016

Article 272 - The administrator shall publish in the electronic system of the Ministry of Economy, the annual report on the financial situation of the company in accordance with the rules issued by the Ministry of Economy pursuant to the provisions of Article 263 of this Law.

Failure to present the financial situation for two consecutive fiscal years will result in the dissolution of the company, without prejudice to the responsibilities incurred by the individual shareholders. For purposes of the provisions of this paragraph, the Ministry of Economy will issue the corresponding declaration of noncompliance in accordance with the procedure established in the rules mentioned in the preceding paragraph.

Article added DOF 14-03-2016

Article 273 - As far as it does not contradict this Chapter, the provisions of this Law that regulate the corporation as well as the merger, transformation, spin-off, dissolution and liquidation of corporations are applicable to the simplified stock corporation.

In the case of a simplified joint stock company formed by a single shareholder, all provisions referring to "shareholders" shall be deemed applicable with respect to the sole shareholder. Likewise, those provisions referring to "corporate contract" shall be understood as referring to the "articles of incorporation".