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Legal texts and legal practice require close examination of terms and words and every sentence & paragraph can take very different meanings depending on how these are being interpreted. This document is an AI assisted translation of the original in Spanish and it should be used for information purposes only. The author of this document has made reasonable efforts to provide an accurate translation, however, in case of a discrepancy, the Spanish original will prevail before a court of law.

MEXICO'S GENERAL LAW OF CORPORATIONS & PARTNERSHIPS

New Law published in the Official Gazette Of The Federation on August 4, 1934.

CURRENT TEXT

Last amendment published DOF 14-06-2018

The incorporation and operation of companies in general.

Article 1 - This Law recognizes the following types of commercial companies:

I.-         Partnership in collective name;

II.         Sociedad en comandita simple;

III.         Limited Liability Company;

IV.         Public limited company;

V.         Limited partnership by shares;

Reformed fraction DOF 14-03-2016

VI.         Cooperative society, and

Reformed fraction DOF 14-03-2016

VII.        Simplified Joint Stock Company.

Fraction 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, in which case the provisions of Chapter VIII of this Law will be observed.

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 Register of Commerce may not be declared null and void.

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

The internal relations of irregular companies shall be governed by the respective corporate contract and, failing that, 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 to third parties for the performance thereof, 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 claim damages from the guilty parties and from those acting as representatives or agents of the irregular company.

Article amended DOF 02-02-1943

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

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

Article 4o - All companies that are incorporated in any of the forms recognized in Article 1 of this Law shall be considered commercial.

Commercial companies may carry out all acts of commerce necessary for the fulfillment of their corporate purpose, except as expressly prohibited by law and the bylaws.

Paragraph added DOF 13-06-2014

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

The simplified joint stock company shall be incorporated through the procedure set forth in Chapter XIV of this Law.

Paragraph added DOF 14-03-2016

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

Article 6 . The articles of incorporation of a company must contain:

Amended paragraph DOF 13-06-2014

I.-         The names, nationality and domicile of the individuals or legal entities that constitute the company;

II.         The object of the company;

III.         Your company name or denomination;

IV.         Its duration, which may be indefinite;

Reformed fraction DOF 15-12-2011

V.-         The amount of the share capital;

VI.         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 to be fixed;

VII.         The domicile of the company;

VIII.         The manner in which the company is to be administered and the powers of the administrators;

IX.         The appointment of the administrators and the designation of those who are to bear the company's signature;

X.-         The manner of distributing profits and losses among the members of the company;

XI.         The amount of the reserve fund;

XII.         The cases in which the company is to be dissolved in advance, and

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

All the requirements referred to in this article and the other rules laid down in the deed on the organization and operation of the company shall constitute the articles of association of the company.

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 who appears 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 filed 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.

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 to 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 relevant 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 8o. -A .- The fiscal year of the mercantile companies will coincide with the calendar year, unless they are legally constituted after January 1st of the corresponding year, in which case the first fiscal year will begin on the date of their constitution and will 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 Fiscal Code.

Article added DOF 28-12-1989

Article 9 - Any company 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 shall be processed in summary proceedings, and the reduction shall be suspended until such time as the company does not pay the claims of the opponents, or does not guarantee them to the satisfaction of the judge hearing the case, or until the judgment declaring the opposition to be unfounded becomes enforceable.

Article 10 - The representation of any commercial company shall correspond to its administrator or administrators, who may carry out all operations inherent to the purpose of the company, except as expressly established by law and the articles of association.

In order for the powers of attorney granted by the company by resolution of the meeting or of the board of directors, as the case may be, to be effective, it will be sufficient to notarize the part of the minutes containing the resolution relating to the granting thereof, duly signed by those who acted as president or secretary of the meeting or of the board of directors, as the case may be, who must sign the notarized instrument, or in the absence thereof the delegate specially appointed for such purpose may sign it in substitution of the foregoing.

Paragraph added DOF 11-06-1992

The notary shall record in the corresponding instrument, by means of a list, insertion or addition to the appendix of the certifications, where appropriate, of the documents that are submitted for this purpose, the name or corporate name of the company, its domicile, duration, amount of the capital stock and purpose of the company, as well as the powers that, in accordance with its bylaws, correspond to the body that granted the power of attorney and, if applicable, the appointment 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, proof must be provided that said person has the authority 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, if they are debt securities, they have not been subject to the publication provided for 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 his admission, even if the corporate name or denomination is changed. An agreement to the contrary shall not have 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 transactions pending at the time of separation or exclusion.

An agreement to the contrary shall have no 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 the 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 the partner must be made.

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

I.- The distribution of profits or losses among the capital partners shall be made in proportion to their contributions;

II.- The industrial partner shall be entitled to one half of the profits, and if there are several partners, such half shall be divided equally among them, and

III.- The industrial partner or partners shall not report losses.

Article 17 .- Stipulations that exclude one or more partners from participation in the profits shall not produce any legal effect.

Article 18 - If there is a loss of capital stock, it must 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 them have been duly approved by the meeting of partners or shareholders. 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 equity items, or until the corporate capital has been reduced. Any stipulation to the contrary shall have no legal effect, and both the corporation and its creditors may sue the persons who have received them for the advances or distributions of profits made in violation of this article, or demand their reimbursement from the administrators who have paid them, both of them being jointly and severally liable for such 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 shall be replenished in the same manner when it is reduced 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, are null and void by operation of law. At any time when, notwithstanding this prohibition, it appears that profits have not been set aside to form or reconstitute the reserve fund, the responsible administrators shall be unlimited and jointly and severally liable to deliver to the company an amount equal to that which should have been set aside.

The rights of the administrators to recover against the shareholders 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 re-established as of the fiscal year following the one in which it is capitalized, under 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 company may sue for its compliance in a summary proceeding.

Article 23 - The individual creditors of a partner may not, during the life of the partnership, enforce their rights except on the profits that correspond to the partner according to the corresponding financial statements, and, when the partnership is dissolved, on the portion that corresponds 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 reimbursement.

Amended paragraph DOF 23-01-1981

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

Paragraph reformed DOF 23-01-1981

When the shares are being held as security for the actions of the administrators or commissioners, the seizure shall have the effect that, when the time comes for the shares to be returned, they shall 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 sentence pronounced against the company, 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 company. In this case the judgment shall be enforced first against the assets of the partnership and only in the absence or insufficiency of such assets shall it be enforced against 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 shall be reduced to the unpaid amount due.

CHAPTER II

Of the partnership in collective name

Article 25 . - A partnership is a company that exists under a corporate name and in which all the partners are liable, subsidiarily, unlimitedly and jointly and severally, for the company's obligations.

Article 26 . - The clauses of the partnership contract which 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 more of them be limited to a specific portion or share.

Erratum to the article DOF 28-08-1934

Article 27 - The name of the company 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 who is not a member of the company and who causes or permits his name to appear in the company name shall be subject to the unlimited and joint and several liability provided for in Article 25.

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

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

Article 31 .- The partners may not assign their rights in the company without the consent of all the others, nor may new partners be admitted, unless in either case the articles of association provide that the consent of the majority shall be sufficient.

Article 32 - It may be agreed in the articles of association that on the death of any of the partners the partnership will 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 company, the partners shall have the right to the right of the amount, 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, all of them will have the right in proportion to their contributions.

Article 34 - The partnership agreement may not be amended except by the unanimous consent of the partners, unless it is agreed therein that the amendment may be agreed 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 company, nor form part of companies that carry them out, except with the consent of the other partners.

In case of contravention, the company may exclude the offender, depriving him of the benefits to which he is entitled in the company and require him to pay damages.

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

Article 36 - The management of the company shall be the responsibility of one or more 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 partner 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 that he shall not be removable, he may only be removed judicially for fraud, fault or disqualification.

Article 40 .- Whenever there is no appointment of administrators, all the partners shall concur in the management.

Article 41 .- The administrator may only alienate and encumber the real property of the company with the consent of the majority of the members, 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 will need the agreement of the majority of the partners, with the minority partners having the right to withdraw when the delegation falls on a person who is a stranger to the company.

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

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

Article 45 .- The decisions of the administrators shall be taken by a majority vote of the administrators, and in the event 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 other administrators who are unable, even temporarily, to decide on the acts of the management.

Article 46 .- The partners shall also resolve by the vote of the majority of them. However, it may be agreed in the corporate contract that the majority shall be calculated by amounts; but if a single partner represents the largest 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 largest interest of the capitalist partners. When there are several industrial partners, the sole representation granted to them by this article shall be exercised by casting as a vote the vote that has been adopted by a majority of persons among the industrial partners themselves.

Article 47 .- Non-managing shareholders may appoint an auditor to oversee the acts of the managers, and shall have the right to examine the state of the management and the accounts and papers of the company, making such claims as they deem appropriate.

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

Article 49 .- The industrial partners shall receive, unless otherwise agreed, such sums as they may periodically need for maintenance, it being understood that such sums and the time of receipt shall be fixed by agreement of the majority of the partners or, failing this, by the judicial authority. Whatever the industrial partners receive for maintenance shall be computed in the annual balance sheets on account of profits, and they shall be under no obligation to reimburse it in cases where the balance sheet shows no profit or a smaller 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 agreement may be terminated with respect to a partner:

I.- For use of the firm or the capital stock for own business;

II.- For breach of the Articles of Association;

III.- For infringement of the legal provisions governing the corporate contract;

IV.- For committing fraudulent or fraudulent acts against the company;

V.- By bankruptcy, interdiction or disqualification to engage in commerce.

CHAPTER III

Of the limited partnership

Article 51 - A limited partnership is a partnership that exists under a corporate name and is composed of one or more limited partners who are liable in a subsidiary, unlimited and joint and several manner for the corporate obligations, and 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 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 name of the partnership, 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 management, 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 management.

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 managed the business of the partnership.

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

In such cases the limited partner is only liable for the execution of his mandate.

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

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

CHAPTER IV

Of the limited liability company

Article 58 - A limited liability company is a company formed between partners who are only obliged to pay their contributions, and the shares may not be represented by negotiable instruments, to order or to bearer, since they may only be assigned in the cases and with the requirements established by this Law.

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

Article 60 - Any person who is not a member of the corporation and who causes or permits his name to appear in the corporate name shall be liable for corporate operations up to the amount of the largest contribution.

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

Article amended DOF 11-06-1992

Article 62 .- The share capital shall be that which is established in the articles of association; it shall be divided into shares which may be of unequal value and category, but which in any case shall be 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 share capital may not be carried out by public subscription.

Article 64 - When the company is incorporated, 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 shares, as well as for the admission of new members, the consent of the members representing the majority of the share capital shall be sufficient, except where the Articles of Association 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 company, the partners shall have the right to a percentage 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 on 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 part of the share of a co-partner, the value of his share shall be increased by the respective amount, unless the shares have different rights, in which case the individuality of the shares shall be preserved.

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

Article 70 .- When so provided in the articles of association, the members, 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 articles of association on ancillary services 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 when the affected shares have been acquired by the partners. Redemption shall be made out of the net profits which, in accordance with the law, may be available for the payment of dividends. In the event that the corporate contract expressly so provides, 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 as for the incorporation of the company shall be observed for increases in the share capital.

The partners shall have, in proportion to their shares, preference in subscribing the newly issued shares, unless this privilege is abolished by the articles of association or by the resolution of the meeting deciding on the increase of the share capital.

Article 73 - The company shall keep a special book of the partners, in which the name and address of each one shall be entered, with an indication of their contributions, and the transfer of the partnership shares. The transfer 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 who can prove a legitimate interest shall have the right to consult this book, which shall be in 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 management of limited liability companies shall be the responsibility 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.

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

Article 75 .- Resolutions of the managers shall be taken by majority vote, but if the articles of association require them to act jointly, unanimity shall be required, unless the majority considers that the corporation is in serious danger by delay, in which case it may pass the corresponding resolution.

Article 76 - Directors who were not aware of the act or who voted against it shall be released from liability.

The action of liability in the interest of the partnership against the managers, for the reimbursement of the corporate assets, 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 can 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 company. Its resolutions shall be adopted by a majority vote of the members representing at least half of the share capital, unless the articles of association 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:

I.- To discuss, approve, modify or disapprove the general balance sheet corresponding to the closed fiscal year and to take the measures they deem appropriate for these reasons.

II.- Proceed to the distribution of profits.

III.- Appoint and remove managers.

IV.- To appoint, as the case may be, the Supervisory Board.

V.- Resolve on the division and amortization of the corporate shares.

VI.- Demand, as the case may be, supplementary contributions and accessory benefits.

VII.- To take the appropriate actions against the corporate bodies or against the partners in order to demand damages and losses from them.

VIII.- Modify the social contract.

IX.- To consent to the assignment of shares and the admission of new members.

X.- To decide on increases and reductions of share capital.

XI.- To decide on the dissolution of the company, and

XII.- 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 thousand pesos of his contribution or the multiple of this amount that has been determined, except for what the corporate contract establishes about privileged corporate shares.

Article amended DOF 11-06-1992

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

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.

Unless otherwise agreed, notices of meetings shall be sent by registered letter with acknowledgement of receipt, containing the agenda and addressed to each member at least eight days before the meeting is to be held.

Article 82 .- The articles of association may stipulate the cases in which a 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 acknowledgement 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.

Article 83 .- Unless otherwise agreed, the modification of the corporate contract shall be decided by the majority of the partners representing at least three quarters of the corporate capital; with the exception of the cases of change of object or of the rules that determine an increase in the obligations of the partners, in which cases unanimity of votes shall be required.

Article 84 - If the articles of association so provide, a Supervisory Board shall be set up, consisting of partners or persons outside the company.

Article 85 - The articles of association may stipulate that the partners are entitled to receive interest of no more than nine per cent 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 company, 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, 44, 48 and 50, Sections I, II, III and IV are applicable to limited liability companies.

CHAPTER V

Of the joint-stock company

Article 87 - A corporation is a company 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 company and when used it shall always be followed by the words "Sociedad Anónima" or its abbreviation "S.A.".

SECTION ONE

Incorporation of the company

Article 89 - To proceed with the incorporation of a corporation it is required:

I.- That there are at least two partners, and that each of them subscribes at least one share;

Reformed fraction DOF 11-06-1992

II. - That the articles of incorporation establish the minimum amount of the capital stock and that it is fully subscribed;

Reformed fraction DOF 11-06-1992, 28-07-2006, 15-12-2011

III.- That at least twenty percent of the value of each share payable in cash is exhibited in cash; and

IV.- That the full value of each share to be paid, in whole or in part, with assets other than cash, be fully disclosed.

Article 90 . The corporation may be incorporated by the appearance before a notary public of the persons who execute the corresponding deed or policy, or by public subscription, in which case the provisions of Article 11 of the Securities Market Law will apply.

Article amended DOF 13-06-2014

Article 91 . The articles of incorporation or policy of the corporation must contain, in addition to the information required by Article 6, the following:

Amended paragraph DOF 13-06-2014

I.-         The exhibited part of the share capital;

II.         The number, par value and nature of the shares into which the capital stock is divided, except as provided in the second paragraph of Section IV of Article 125;

III.         The form and terms in which the unpaid portion of the shares must be paid;

IV.         The participation in the profits granted to the founders;

V.-         The appointment of one or more commissioners;

VI.         The powers of the General Assembly and the conditions for the validity of its deliberations, as well as for the exercise of voting rights, insofar as the legal provisions may be modified by the will of the members.

VII.         Where applicable, the stipulations that:

a)         Impose restrictions, of any nature, on the transfer of ownership or rights with respect to shares of the same series or class representing capital stock, other than as provided in Article 130 of the General Law of Mercantile Corporations.

b)         Establish grounds for exclusion of partners or to exercise separation or withdrawal rights, or to redeem shares, as well as the price or the basis for their determination.

c)         Permit the issuance of shares that:

1.         Do not confer the right to vote or that voting is restricted to certain matters.

2.         Grant non-economic social rights other than the right to vote or exclusively the right to vote.

3.         They confer the right to veto or require the favorable vote of one or more shareholders with respect to the resolutions of the general shareholders' meeting.

The shares referred to in this subsection will be counted for the determination of the quorum required for the installation and voting at shareholders' meetings, exclusively in those matters in respect of which they confer the right to vote to their holders.

d)         Implement mechanisms to be followed in the event that shareholders do not reach agreement on specific issues.

e)         Extend, limit or deny the pre-emptive subscription right referred to in Article 132 of the General Law of Commercial Companies.

f)         Allow limiting liability for damages caused by its directors and officers, derived from the acts they perform or the decisions they adopt, provided that such acts are not fraudulent or in bad faith, or unlawful under this or other laws.

Section added DOF 13-06-2014

Article 92 - When the corporation is to be incorporated by public subscription, the founders shall draw up and file with the Public Registry of Commerce a schedule containing the draft bylaws, with the requirements of Article 6, with the exception of those set forth in Sections I and VI, first paragraph, and those of Article 91, with the exception of that provided for in Section V.

Article 93 .- Each subscription shall be collected in duplicate in copies of the program, and shall contain:

I.-         The name, nationality and address of the subscriber;

II.         The number, expressed in letters, of the shares subscribed; their nature and value;

III.         The form and terms in which the subscriber is obliged to pay the first installment;

IV.         When the shares are to be paid for with assets other than cash, the determination thereof;

V.-         The manner of calling the Constitutive General Assembly and the rules according to which it is to be held;

VI.         The date of subscription, and

VII.         The declaration that the subscriber knows and accepts the draft statutes.

The founders shall keep a copy of the subscription in their possession and deliver the duplicate to the subscriber.

Article 94 - The subscribers shall deposit in the credit institution designated for this purpose by the founders, the amounts that they are obliged to deposit in cash, in accordance with section III of the preceding article, to be collected by the representatives of the corporation once it is incorporated.

Article 95 . - Contributions other than cash shall be formalized when the minutes of the meeting establishing the corporation are notarized.

Article 96 - If a subscriber fails to comply with the obligations set forth in Articles 94 and 95, the founders may judicially demand compliance or consider the shares as unsubscribed.

Article 97 - All shares must be subscribed within a period of one year from the date of the program, unless a shorter period is established therein.

Article 98 - If upon expiration of the conventional or legal term mentioned in the preceding article, the capital stock is not fully subscribed, or for any other reason the company is not incorporated, the subscribers shall be released and may withdraw the amounts they have deposited.

Article 99 . Once the capital stock has been subscribed and the legal deposits have been made, the founders, within a period of fifteen days, shall publish the call for the meeting of the Constitutive General Assembly, in the manner provided for in the program, in the electronic system established by the Ministry of Economy.

Article amended DOF 13-06-2014

Article 100 - The Constituent General Assembly shall deal with:

I.- To verify the existence of the first exhibition provided for in the draft bylaws;

II.- To examine and, as the case may be, approve the appraisal of the assets other than cash that one or more members have undertaken to contribute. The subscribers will not have the right to vote in relation to their respective contributions in kind;

III.- To deliberate about the participation that the founders have reserved for themselves in the profits;

IV.- To appoint the administrators and commissioners who are to function during the term indicated by the bylaws, with the designation of which of the former are to use the corporate signature.

Article 101 - Once the General Meeting of Shareholders has approved the incorporation of the company, the minutes of the meeting and the articles of association shall be recorded and registered.

Article 102 - Any transaction made by the founders of a corporation, with the exception of those necessary for its incorporation, shall be null and void with respect to the corporation unless approved by the General Meeting.

Article 103 . - The founders of a corporation are:

I.- Those mentioned in article 92, and

II.- The grantors of the articles of incorporation.

Article 104 - The founders may not stipulate in their favour any benefit that would reduce the share capital, either at the time of incorporation or in the future. Any agreement to the contrary is null and void.

Article 105 - The participation granted to the founders in the annual profits shall not exceed ten percent, nor may it cover a period of more than ten years from the incorporation of the corporation. This participation may not be covered until after having paid the shareholders a dividend of five percent of the stated value of their shares.

Article 106 - In order to accredit the participation referred to in the preceding article, special certificates called "Founder's Bonds" shall be issued, subject to the provisions of the following articles.

Article 107 - The founder's bonds shall not be computed in the capital stock, nor shall they authorize their holders to participate in it upon dissolution of the corporation, nor to intervene in its management. They only confer the right to receive the participation in the profits expressed in the bond and for the period of time indicated therein.

Erratum to the article DOF 28-08-1934

Article 108 - The founder's bonds shall contain:

Reformed paragraph DOF 30-12-1982

I.- Name, nationality and domicile of the founder;

Fraction added DOF 30-12-1982

II.- The expression "founder's bond" with visible characters;

Section moved DOF 30-12-1982

III.- The name, address, duration, capital of the company and date of incorporation;

Section moved DOF 30-12-1982

IV.- The ordinal number of the bond and the indication of the total number of bonds issued;

Section moved DOF 30-12-1982

V.- The participation that corresponds to the bonus in the profits and the time during which it must be paid;

Section moved DOF 30-12-1982

VI.- The indications that, according to the law, the shares must contain regarding the nationality of any acquirer of the bond;

Section moved DOF 30-12-1982

VII.- The autograph signature of the administrators who must sign the document in accordance with the bylaws.

Section moved DOF 30-12-1982

Article 109 - The holders of founder's bonds shall have the right to exchange their securities for others representing different shares, provided that the total share of the new bonds is identical to that of the exchanged bonds.

Article 110 - The provisions of articles 111, 124, 126 and 127 are applicable to founder's bonds, insofar as compatible with their nature.

SECTION TWO

Of the actions

Article 111 - The shares into which the capital stock of a corporation is divided shall be represented by registered securities which shall serve to accredit and transfer the quality and rights of partner, and shall be governed by the provisions relating to book-entry securities, insofar as compatible with their nature and not modified by this Law.

Article amended DOF 30-12-1982

Article 112 - Shares shall be of equal value and confer equal rights.

However, the articles of incorporation may stipulate that the capital be divided into several classes of shares with special rights for each class, provided that the provisions of Article 17 are always observed.

Erratum to paragraph DOF 28-08-1934

Article 113 . Except as provided in Article 91, each share shall have the right to only one vote; but the articles of incorporation may provide that a portion of the shares shall have the right to vote only at Extraordinary Meetings held to discuss the matters included in Sections I, II, IV, V, VI and VII of Article 182.

Amended paragraph DOF 13-06-2014

Dividends may not be assigned to the ordinary shares without first paying the voting shares, limiting the dividend to five percent. When in any fiscal year there are no dividends or they are less than said five percent, the latter will be covered in the following years with the indicated priority.

Upon liquidation of the company, the limited voting shares will be redeemed before the ordinary shares.

The articles of incorporation may stipulate that limited voting shares may receive a dividend higher than that of common shares.

The holders of limited voting shares shall have the rights conferred by this law on minorities to oppose the decisions of the meetings and to review the balance sheet and the books of the corporation.

Article 114 - When so provided in the articles of association, special shares may be issued to persons rendering services to the corporation, which shall contain the rules regarding the form, value, inalienability and other special conditions applicable to them.

Article 115 - Corporations are prohibited from issuing shares for less than their par value.

Article 116 - Only shares whose value is fully covered and those that are delivered to the shareholders pursuant to a resolution of the extraordinary general meeting, as a result of the capitalization of share premiums or other prior contributions of the shareholders, as well as capitalization of retained earnings or valuation or revaluation reserves, will be released. In the case of capitalization of retained earnings or valuation or revaluation reserves, these must have been previously recognized in financial statements duly approved by the shareholders' meeting.

In the case of valuation or revaluation reserves, these must be supported by appraisals made by independent appraisers authorized by the National Securities Commission, credit institutions or certified public brokers.

Amended paragraph DOF 08-02-1985

Erratum to the article DOF 28-08-1934. Amended DOF 23-01-1981

Article 117 - The distribution of the profits and of the capital stock shall be made in proportion to the amount of the shares shown.

The subscribers and purchasers of paying-in shares shall be liable for the unpaid amount of the share for five years from the date of registration of the transfer; but payment may not be claimed from the transferor without first being made excused in the assets of the purchaser.

Reform DOF 30-12-1982: Repealed the then first and fourth paragraphs of the article.

Article 118 - When the term in which the installments are to be paid and the amount thereof is stated in the shares, once said term has elapsed, the corporation shall proceed to demand judicially, in a summary proceeding, the payment of the installment, or else the sale of the shares.

Article 119 . When an exhibition is decreed whose term or amount does not appear in the shares, a publication must be made, at least 30 days prior to the date set for payment, in the electronic system established by the Ministry of Economy. Once said term has elapsed without the exhibition having been verified, the company will proceed in accordance with the terms of the preceding article.

Article amended DOF 13-06-2014

Article 120 - The sale of the shares referred to in the preceding articles shall be made through a licensed broker and new certificates or new provisional certificates shall be issued to replace the previous ones.

The proceeds of the sale shall be applied to the payment of the exhibit decreed, and if it exceeds the amount of the exhibit, the expenses of the sale and the legal interest on the amount of the exhibit shall also be covered. The remainder shall be delivered to the former shareholder, if he claims it within one year from the date of the sale.

Article 121 - If within a period of one month from the date on which payment of the exhibit should have been made, the judicial claim has not been initiated or it has not been possible to sell the shares at a price that covers the value of the exhibit, the shares shall be declared extinguished and the share capital shall be reduced accordingly.

Article 122 - Each share is indivisible, and consequently, when there are several co-owners of the same share, they shall appoint a common representative, and if they cannot agree, the appointment shall be made by the judicial authority.

The common representative may not alienate or encumber the share, except in accordance with the provisions of the common law of co-ownership.

Article 123 - The bylaws may provide that the shares, for a period not exceeding three years from the date of issue, shall be entitled to interest not exceeding nine per cent per annum. In such a case, the amount of such interest shall be charged to general expenses.

Article 124 - The certificates representing the shares must be issued within a period not exceeding one year, counted from the date of the corporate contract or of the amendment thereof, in which the capital increase is formalized.

While the certificates are being delivered, provisional certificates may be issued, which will always be nominative and which must be exchanged for the certificates in due course.

The duplicates of the program in which the subscriptions have been verified shall be exchanged for definitive certificates or provisional certificates, within a term that shall not exceed two months, counted from the date of the social contract. The duplicates will serve as provisional certificates or definitive titles, in the cases indicated in this Law.

Article 125 - The share certificates and provisional certificates shall state:

I.-         The name, nationality and domicile of the shareholder;

Reformed fraction DOF 30-12-1982

II.         The name, domicile and duration of the company;

III.         The date of incorporation of the company and the details of its registration in the Public Registry of Commerce;

IV.- THE AMOUNT OF THE SHARE CAPITAL, THE TOTAL NUMBER AND NOMINAL VALUE OF THE SHARES.         The amount of the share capital, the total number and par value of the shares.

If the share capital is made up of several or successive series of shares, the amount of the share capital and the number of shares shall be specified in each issue, to the totals reached with each of said series.

When the articles of incorporation so provide, the par value of the shares may be omitted, in which case the amount of the capital stock shall also be omitted.

Reformed fraction DOF 31-12-1956

V.-         The installments paid by the shareholder on the value of the share, or the indication of being released;

VI.         The series and number of the share or interim certificate, with an indication of the total number of shares corresponding to the series;

VII.         The rights granted and the obligations imposed on the holder of the share, and if applicable, the limitations to the right to vote and specifically the stipulations set forth in section VII of article 91 of this Law.

Reformed fraction DOF 13-06-2014

VIII.         The handwritten signature of the directors who, in accordance with the articles of incorporation, must sign the document, or the facsimile signature of such directors, provided, in the latter case, that the original of the respective signatures is deposited in the Public Registry of Commerce in which the Company is registered.

Reformed fraction DOF 31-12-1956

Article 126 - The share certificates and provisional certificates may cover one or several shares.

Article 127 - The share certificates shall have coupons attached to them, which shall be detached from the certificate and shall be delivered to the company against payment of dividends or interest. Provisional certificates may also have coupons.

Article reformed DOF 30-12-1982, 08-02-1985

Article 128 - Corporations shall have a share registry which shall contain:

Reformed paragraph DOF 30-12-1982

I.- The name, nationality and domicile of the shareholder, and an indication of the shares belonging to him/her, stating the numbers, series, classes and other particulars;

II.- The indication of the exhibits to be made;

III.- Transfers made under the terms prescribed in Article 129;

IV.- (Repealed).

Section repealed DOF 30-12-1982

Article 129 - The company shall consider as the owner of the shares whoever is recorded as such in the register referred to in the preceding article. For this purpose, the company shall record in said register, at the request of any owner, any transfers that are made.

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

The Secretariat will ensure that the name, nationality and address of the shareholder contained in the notice will be kept confidential, except in cases where the information is requested by judicial or administrative authorities when it is necessary for the exercise of their powers in terms of the corresponding legislation.

Paragraph added DOF 14-06-2018

Article amended DOF 30-12-1982

Article 130 - It may be agreed in the articles of association that the transfer of shares may only be made with the authorization of the board of directors. The board may refuse the authorization by designating a purchaser of the shares at the current market price.

Article amended DOF 30-12-1982

Article 131 - The transfer of a share effected by means other than endorsement shall be noted on the share certificate.

Article amended DOF 30-12-1982

Article 132 . The shareholders will have a preferential right, in proportion to the number of their shares, to subscribe the shares issued in the event of an increase in the capital stock. This right must be exercised within fifteen days following the publication in the electronic system established by the Ministry of Economy of the resolution of the Meeting regarding the increase in capital stock.

Article amended DOF 13-06-2014

Article 133 - New shares may not be issued until the preceding ones have been fully paid up.

Article 134 - Corporations are prohibited from acquiring their own shares, except by judicial adjudication, in payment of company credits.

In such case, the company shall sell the shares within three months from the date on which it may legally dispose of them; and if it does not do so within that period, the shares shall be extinguished and the capital shall be reduced accordingly. As long as the shares belong to the company, they may not be represented at shareholders' meetings.

Article 135 - In the event of a reduction of the share capital by means of reimbursement to the shareholders, the designation of the shares to be cancelled shall be made by drawing lots before a Notary Public or qualified broker.

Article 136 - For the amortization of shares with distributable profits, when authorized by the articles of incorporation, the following rules shall be observed:

I.- The amortization must be decreed by the General Shareholders' Meeting;

II.- Only fully paid shares may be redeemed;

III. The acquisition of shares for redemption will be made on the stock exchange; but if the corporate contract or the resolution of the General Meeting fixes a specific price, the shares to be redeemed will be designated by lot before a Notary Public or a licensed broker. The result of the lottery must be published only once in the electronic system established by the Ministry of Economy;

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

IV.- The titles of the redeemed shares will be cancelled and in their place, shares of enjoyment may be issued, when so expressly provided in the corporate contract;

V.- The company will keep at the disposal of the holders of the redeemed shares, for a term of one year, counted as of the date of the publication referred to in Section III, the price of the shares drawn and, if applicable, the shares of enjoyment. If upon expiration of this term the holders of the redeemed shares have not presented themselves to collect their price and the shares of enjoyment, such term will be applied to the company and the shares will be annulled.

Article 137 - The shares of common stock shall have the right to the net profits, after the dividend specified in the articles of incorporation has been paid to the non-reimbursable shares. The same contract may also grant the right to vote to the shares of profit shares.

In the event of liquidation, the shares of profit shares shall concur with the unredeemed shares in the distribution of the corporate assets, after the latter have been fully covered, unless a different criterion is established in the articles of association for the distribution of the surplus.

Article 138 - Directors and Officers who have authorized the acquisition of shares in contravention of the provisions of Article 134 shall be personally and jointly and severally liable for any damages caused to the corporation or its creditors.

Article 139 - Under no circumstances may corporations make loans or advances on their own shares.

Article 140 - Except in the case provided for in paragraph 2 of section IV of Article 125, when for any reason the information contained in the share certificates is modified, the shares must be exchanged and the original certificates must be cancelled, or it will be sufficient to record such modification in the latter, subject to notarization or certification by a Certified Public Notary Public.

Reformed article DOF 31-12-1956

Article 141 - Shares paid in whole or in part by contributions in kind must remain deposited in the company for two years. If within this period it appears that the value of the assets is less than twenty-five percent of the value for which they were contributed, the shareholder is obliged to cover the difference to the company, which shall have a preferential right over any creditor on the value of the deposited shares.

SECTION THREE

Management of the company

Article 142 - The management of the corporation shall be the responsibility of one or more temporary and revocable agents, who may be partners or persons outside the corporation.

Article 143 .- When there are two or more administrators, they shall constitute the Board of Directors.

Unless otherwise agreed, the Chairman of the Board shall be the first Director appointed, and in the absence of such Director, the next in order of appointment.

In order for the Board of Directors to function legally, at least half of its members must be present, and its resolutions shall be valid when adopted by the majority of those present. In the event of a tie, the Chairman of the Board shall have the casting vote.

The bylaws may provide that resolutions adopted outside a board meeting by unanimous vote of its members shall, for all legal purposes, have the same validity as if they had been adopted at a board meeting, provided that they are confirmed in writing.

Paragraph added DOF 11-06-1992

Article 144 - When there are three or more directors, the articles of incorporation shall determine the rights corresponding to the minority in the appointment, but in any case the minority representing twenty-five percent of the capital stock shall appoint at least one director. This percentage will be ten percent in the case of companies whose shares are listed on the Stock Exchange.

Article amended DOF 23-01-1981

Article 145 - The General Shareholders' Meeting, the Board of Directors or the Administrator may appoint one or more General or Special Managers, whether or not they are shareholders. The appointments of the Managers may be revoked at any time by the Administrator or the Board of Directors or by the General Meeting of Shareholders.

Article 146 .- The Managers shall have the powers expressly conferred upon them; they shall not require special authorization from the Administrator or the Board of Directors for the acts they perform and shall enjoy, within the scope of the powers assigned to them, the broadest powers of representation and execution.

Article 147 - The offices of Director or Director and Manager are personal and may not be held through a representative.

Article 148 .- The Board of Directors may appoint a delegate from among its members for the execution of specific acts. In the absence of special designation, representation shall correspond to the Chairman of the Board.

Article 149 .- The Administrator or the Board of Directors and the Managers may, within their respective powers, confer powers of attorney on behalf of the corporation, which may be revoked at any time.

Article 150 .- The delegations and powers of attorney granted by the Administrator or Board of Directors and by the Managers do not restrict their powers.

The termination of the functions of the Administrator or Board of Directors or of the Managers does not extinguish the delegations or the powers granted during their exercise.

Article 151 .- Those who, in accordance with the law, are disqualified from practicing business may not be Administrators or Managers.

Article 152 .- The bylaws or the general meeting of shareholders may establish the obligation for directors and managers to provide a guarantee to insure the liabilities they may incur in the performance of their duties.

Article amended DOF 11-06-1992

Article 153 - The appointments of directors and managers may not be registered in the Public Registry of Commerce without proof that they have provided the guarantee referred to in the preceding article, in the event that the bylaws or the meeting establish such obligation.

Article amended DOF 11-06-1992

Article 154 .- The Directors shall continue to perform their functions even if the term for which they were appointed has expired, until new appointments are made and those appointed do not take office.

Article 155 .- In cases of revocation of the appointment of the Directors, the following rules shall be observed:

I.-         If there are several Administrators and the appointments of only some of them are revoked, the remaining Administrators shall perform the management, if they meet the statutory quorum, and

II.         When the appointment of the sole Director is revoked, or when, if there are several Directors, the appointment of all of them or of such a number that the remaining Directors do not meet the statutory quorum is revoked, the Statutory Auditors shall provisionally appoint the missing Directors.

The same rules shall be observed in cases where the absence of the Directors is caused by death, impediment or any other cause.

Article 156 - Any Director who has an interest in any transaction that is opposed to that of the corporation shall disclose this to the other Directors and shall abstain from all deliberations and resolutions. A Director who contravenes this provision shall be liable for any damages caused to the corporation.

Article 157 . The Directors shall have the liability inherent to their mandate and that derived from the obligations imposed on them by law and the bylaws. Said Directors must maintain confidentiality with respect to the information and matters of which they have knowledge by reason of their position in the company, when said information or matters are not of a public nature, except in cases in which the information is requested by judicial or administrative authorities. Said confidentiality obligation shall be in force during the time of their office and up to one year after the termination thereof.

Article amended DOF 13-06-2014

Article 158 - The administrators are jointly and severally liable to the company:

Paragraph reformed DOF 23-01-1981

I.- The reality of the contributions made by the partners;

II.- Compliance with the legal and statutory requirements established with respect to dividends paid to shareholders.

Reformed fraction DOF 23-01-1981

III.- The existence and maintenance of the accounting, control, registration, filing or information systems provided for by law.

Reformed fraction DOF 23-01-1981

IV.- Of the exact compliance with the resolutions of the Shareholders' Meetings.

Article 159 - The Administrator shall not be liable if, being exempt from fault, he has expressed his disagreement at the time of the deliberation and resolution of the act in question.

Article 160 .- The Directors shall be jointly and severally liable with those who have preceded them, for any irregularities they may have committed, if, being aware of them, they do not report them in writing to the Statutory Auditors.

Article 161 .- The liability of the Directors may only be demanded by resolution of the General Meeting of Shareholders, which shall designate the person who is to bring the corresponding action, except as provided in Article 163.

Article 162 - Directors removed for cause of liability may only be reappointed in the event that the judicial authority declares the action brought against them to be unfounded.

The Directors shall cease to hold office as soon as the General Shareholders' Meeting pronounces a resolution in the sense that the liability they have incurred is demanded of them.

Article 163 . Shareholders representing at least twenty-five percent of the capital stock may directly bring a civil liability action against the Directors, provided that the following requirements are met:

Amended paragraph DOF 13-06-2014

I.-         That the claim includes the total amount of the liabilities in favor of the corporation and not only the personal interest of the plaintiffs, and

II.         That, as the case may be, the plaintiffs have not approved the resolution adopted by the General Shareholders' Meeting on not having the right to proceed against the defendant Administrators.

The assets obtained as a result of the claim will be received by the company.

SECTION FOUR

Of the vigilance of the company

Article 164 - The supervision of the corporation shall be the responsibility of one or more temporary and revocable Commissioners, who may be partners or persons outside the corporation.

Article 165 .- They may not be commissioners.

Amended paragraph DOF 23-01-1981

I.- Those who, in accordance with the Law, are disqualified from engaging in commerce;

II.- The employees of the company, the employees of those companies that are shareholders of the company in question for more than twenty-five percent of the share capital, nor the employees of those companies in which the company in question is a shareholder of more than fifty percent.

Reformed fraction DOF 23-01-1981

III.- The blood relatives of the Directors, in a straight line without limitation of degree, collateral relatives within the fourth degree and those related within the second degree.

Article 166 . - The powers and duties of the commissioners are:

Amended paragraph DOF 23-01-1981

I.-         Verify the constitution and subsistence of the guarantee required by Article 152, promptly reporting any irregularity to the General Shareholders' Meeting;

II.         Require monthly information from the administrators that includes at least a statement of financial position and an income statement.

Reformed fraction DOF 23-01-1981

III.         Conduct an examination of the operations, documentation, records and other verifying evidence, to the degree and extent necessary to carry out the oversight of the operations that the law requires of them and to be able to render the opinion mentioned in the following subsection in a well-founded manner.

Reformed fraction DOF 23-01-1981

IV.         Submit an annual report to the Ordinary General Shareholders' Meeting regarding the truthfulness, sufficiency and reasonableness of the information presented by the Board of Directors to the Shareholders' Meeting itself. This report shall include, at least

A)         The opinion of the Statutory Auditor as to whether the accounting and information policies and criteria followed by the company are adequate and sufficient taking into account the particular circumstances of the company.

B)         The Commissioner's opinion as to whether those policies and criteria have been consistently applied in the information presented by the directors.

C)         The opinion of the statutory auditor as to whether, as a result of the foregoing, the information presented by the directors is a true and sufficient reflection of the financial situation and results of the company.

Reformed fraction DOF 23-01-1981

V.-         To cause to be inserted in the Agenda of the meetings of the Board of Directors and of the Shareholders' Meetings, the items they deem pertinent;

VI.         To call ordinary and extraordinary Shareholders' Meetings, in case of omission of the Directors and in any other case in which they deem it convenient;

VII.         To attend, with voice, but without vote, all meetings of the Board of Directors, to which they must be summoned;

VIII.         To attend, with voice but without vote, the Shareholders' Meetings, and

IX.         In general, to oversee the management, conduct and execution of the company's business.

Reformed fraction DOF 13-06-2014

Article 167 - Any shareholder may report in writing to the Statutory Auditors the facts that he/she considers irregular in the management, and the latter shall mention the complaints in their reports to the General Shareholders' Meeting and shall formulate about them the considerations and proposals that they deem pertinent.

Article 168 - When, for any reason, all of the Statutory Auditors are absent, the Board of Directors must call a General Shareholders' Meeting within three days to make the corresponding appointment.

If the Board of Directors does not call the meeting within the aforementioned period, any shareholder may file a complaint with the judicial authority of the company's domicile, so that the latter may call the meeting.

In the event that the Meeting does not meet or if the appointment is not made, the judicial authority of the domicile of the company, at the request of any shareholder, shall appoint the Statutory Auditors, who shall function until the General Meeting of Shareholders makes the definitive appointment.

Article 169 . - The Statutory Auditors will be individually responsible to the corporation for the fulfillment of the obligations that the law and the bylaws impose on them. They may, however, be aided and supported by the work of personnel acting under their direction and dependence or by the services of independent technicians or professionals whose hiring and appointment depends on the Statutory Auditors themselves.

Article amended DOF 23-01-1981

Article 170 - The Statutory Auditors who have an interest in any transaction that is opposed to that of the company must abstain from any intervention, subject to the penalty established in Article 156.

For this purpose, the Statutory Auditors must notify the Board of Directors or the sole administrator, as the case may be, in writing, within a term that shall not exceed fifteen calendar days from the date they become aware of the corresponding transaction, the terms and conditions of the transaction in question, as well as any information related to the nature and benefit that the parties involved in the transaction would obtain.

Paragraph added DOF 13-06-2014

Article 171 - The provisions contained in articles 144, 152, 154, 160, 161, 161, 162 and 163 are applicable to the Commissaries.

SECTION FIVE

Financial Information

Name of the Section amended DOF 23-01-1981

Article 172 - Corporations, under the responsibility of their administrators, shall present to the Shareholders' Meeting, on an annual basis, a report that includes at least:

A)         A report by the directors on the company's performance during the financial year, as well as on the policies followed by the directors and, where appropriate, on the main projects in place.

B)         A report stating and explaining the significant accounting and reporting policies and criteria followed in the preparation of the financial information.

C)         A statement showing the financial position of the company as at the end of the financial year.

D)         A statement showing, duly explained and classified, the results of the company during the financial year.

E)         A statement showing changes in financial position during the year.

F)         A statement showing the changes in the items comprising the company's equity that occurred during the financial year.

G)         Such notes as may be necessary to supplement or clarify the information provided in the foregoing statements.

The report of the commissioners referred to in section IV of article 166 shall be added to the above information.

Article amended DOF 23-01-1981

Article 173 - The report referred to in the general wording of the preceding article, including the Statutory Auditors' report, must be completed and made available to the shareholders at least fifteen days prior to the date of the meeting at which it is to be discussed. The shareholders shall have the right to receive a copy of the corresponding report.

Article amended DOF 23-01-1981

Article 174 .- (Repealed).

Article repealed DOF 23-01-1981

Article 175 .- (Repealed).

Article repealed DOF 23-01-1981

Article 176 - Failure to timely submit the report referred to in the general statement of Article 172 shall be grounds for the General Shareholders' Meeting to resolve to remove the Administrator or Board of Directors, or the Statutory Auditors, without prejudice to any liabilities they may have incurred, respectively.

Article amended DOF 23-01-1981

Article 177 . Fifteen days after the date on which the general shareholders' meeting has approved the report referred to in the general statement of Article 172, the shareholders may request that the financial statements, together with their notes and the opinion of the statutory auditors, be published in the electronic system established by the Ministry of Economy.

Article amended DOF 23-01-1981, 02-06-2009, 13-06-2014

SECTION SIX

Shareholders' Meetings

Article 178 - The General Meeting of Shareholders is the Supreme Body of the Company; it may approve and ratify all acts and operations of the Company and its resolutions shall be carried out by the person it designates, or in the absence of designation, by the Manager or by the Board of Directors.

The bylaws may provide that resolutions adopted outside a meeting, by unanimous vote of the shareholders representing all of the voting shares or of the special category of shares in question, as the case may be, will have, for all legal purposes, the same validity as if they had been adopted at a general or special meeting, respectively, provided they are confirmed in writing. In matters not provided for in the bylaws, the provisions of this law will be applicable to the extent applicable.

Paragraph added DOF 11-06-1992

Article 179 - General Shareholders' Meetings are ordinary and extraordinary. Both shall meet at the corporate domicile, and without this requirement they shall be null and void, except in the case of an act of God or force majeure.

Article 180 . - Ordinary Assemblies are those which meet to deal with any business other than those listed in Article 182.

Article 181 - The Ordinary Shareholders' Meeting shall meet at least once a year within the four months following the end of the financial year and shall deal, in addition to the matters included in the agenda, with the following:

Paragraph reformed DOF 23-01-1981

I.- Discuss, approve or modify the report of the administrators referred to in the general statement of article 172, taking into account the report of the Statutory Auditors, and take such measures as it deems appropriate.

Reformed fraction DOF 23-01-1981

II.- If applicable, appoint the Administrator or Board of Directors and the Statutory Auditors;

III.- Determine the emoluments corresponding to the Directors and Statutory Auditors, when they have not been established in the bylaws.

Article 182 - Extraordinary meetings are those that meet to deal with any of the following matters:

I.-         Extension of the duration of the company;

II.         Early dissolution of the company;

III.         Increase or reduction of share capital;

IV.         Change of object of the company;

V.-         Change of nationality of the company;

VI.         Transformation of society;

VII.- MERGER WITH ANOTHER COMPANY         Merger with another company;

VIII.         Issuance of preferred shares;

IX.         Redemption by the company of its own shares and issuance of bonus shares;

X.-         Bond issues;

XI.         Any other modification of the social contract, and

XII.         Any other matters for which the Law or the Articles of Incorporation require a special quorum.

These assemblies may meet at any time.

Article 183 - Meetings shall be called by the Manager or the Board of Directors, or by the Statutory Auditors, except as provided in Articles 168, 184 and 185.

Article 184 - Shareholders representing at least thirty-three percent of the capital stock may request in writing, at any time, to the Administrator or Board of Directors or to the Statutory Auditors, the calling of a General Shareholders' Meeting, to deal with the matters indicated in their request.

If the Administrator or Board of Directors, or the Statutory Auditors refuse to call the meeting, or do not do so within fifteen days of receiving the request, the meeting may be called by the judicial authority of the domicile of the corporation, at the request of those who represent thirty-three percent of the capital stock, exhibiting the share certificates for such purpose.

Article 185 .- The request referred to in the preceding article may be made by the holder of a single action, in any of the following cases:

I.-         When no meeting has been held for two consecutive financial years;

II.         When the meetings held during that time have not dealt with the matters indicated in Article 181.

If the Administrator or Board of Directors, or the Statutory Auditors refuse to call the meeting, or do not do so within fifteen days of receipt of the request, the request shall be submitted to the competent Judge so that he may call the meeting, after transferring the request to the Administrator or Board of Directors and the Statutory Auditors. The matter will be decided following the procedure established for incidents in commercial lawsuits.

Article 186 . The call for the general meetings must be made by means of the publication of a notice in the electronic system established by the Ministry of Economy with the anticipation established by the bylaws, or in its absence, fifteen days prior to the date set for the meeting. During all this time, the report referred to in the general statement of Article 172 will be available to the shareholders at the offices of the company.

Amended article DOF 23-01-1981, 13-06-2014

Article 187 - The call for the Meetings shall contain the Agenda and shall be signed by the person issuing it.

Article 188 - Any resolution of the Meeting taken in breach of the provisions of the two preceding articles shall be null and void, unless all the shares were represented at the time of voting.

Article 189 - In order for an Ordinary Meeting to be considered legally convened, at least half of the capital stock must be represented, and resolutions shall only be valid when adopted by a majority of the votes present.

Article 190 - Unless a higher majority is established in the articles of incorporation, at Extraordinary Meetings, at least three-fourths of the capital must be represented and resolutions shall be adopted by the vote of the shares representing one-half of the capital stock.

Article 191 .- If the Meeting cannot be held on the day set for its meeting, a second call shall be made, stating this circumstance, and the meeting shall resolve on the matters indicated in the Agenda, regardless of the number of shares represented.

In the case of Extraordinary Meetings, decisions shall always be made by the favorable vote of the number of shares representing at least half of the capital stock.

Article 192 - Shareholders may be represented at Meetings by proxies, whether or not they belong to the corporation. Representation shall be conferred in the manner prescribed by the bylaws and, in the absence of any stipulation, in writing.

The Directors and Statutory Auditors of the company may not be agents.

Article 193 .- Unless otherwise stipulated in the bylaws, the General Shareholders' Meetings shall be presided over by the Administrator or by the Board of Directors, and in their absence, by whomever is designated by the shareholders present.

Article 194 - The minutes of the General Shareholders' Meetings will be recorded in the respective book and must be signed by the Chairman and by the Secretary of the Meeting, as well as by the Statutory Auditors in attendance. The documents that justify that the calls were made in the terms established by this Law will be added to the minutes.

When for any circumstance the minutes of a meeting cannot be recorded in the respective book, they shall be notarized before a notary public.

Amended paragraph DOF 13-06-2014

The minutes of the Extraordinary Meetings shall be notarized before a notary public and registered in the Public Registry of Commerce.

Amended paragraph DOF 02-06-2009, 13-06-2014

Article 195 .- In the event that there are several categories of shareholders, any proposal that may prejudice the rights of one of them must be previously accepted by the affected category, gathered in a special meeting, which shall require the majority required for amendments to the articles of incorporation, which shall be computed in relation to the total number of shares of the category in question.

Special meetings shall be subject to the provisions of Articles 179, 183 and 190 to 194, and shall be presided over by the shareholder designated by the shareholders present.

Article 196 - A shareholder who has an interest in a specific transaction that is contrary to that of the company on his own account or on behalf of others shall abstain from any deliberation regarding such transaction.

The shareholder who contravenes this provision shall be liable for damages, when without his vote the majority necessary for the validity of the determination would not have been achieved.

Article 197 - Directors and Statutory Auditors may not vote in the deliberations related to the approval of the reports referred to in Article 166 section IV and Article 172 in its general wording or to their liability.

In case of contravention of this provision, the resolution shall be null and void if without the vote of the Administrator or Commissioner the required majority would not have been achieved.

Article amended DOF 23-01-1981

Article 198 . Without prejudice to the provisions of special laws, the shareholders of corporations may agree among themselves:

I.         Rights and obligations that establish purchase or sale options on the shares representing the capital stock of the company, such as:

a)         That one or several shareholders may only dispose of all or part of their shareholding, when the acquirer is also obliged to acquire a proportion or all of the shares of one or more other shareholders, under the same conditions;

b)         That one or more shareholders may require another shareholder to dispose of all or part of its shareholding, when the former accepts a takeover bid, under the same conditions;

c)         One or more shareholders have the right to dispose of or acquire from another shareholder, who must be obliged to dispose of or acquire, as the case may be, all or part of the shareholding that is the object of the transaction, at a determined or determinable price;

d)         That one or several shareholders are obliged to subscribe and pay a certain number of shares representing the capital stock of the company, at a determined or determinable price, and

e)         Other rights and obligations of a similar nature;

II.         Disposals and other legal acts relating to ownership, disposition or exercise of the preemptive rights referred to in Article 132 of this Law, regardless of whether such legal acts are carried out with other shareholders or with persons other than such shareholders;

III.         Agreements for the exercise of voting rights at shareholders' meetings;

IV.         Agreements for the sale of its shares in a public offering; and

V.         Others of a similar nature.

The agreements referred to in this article shall not be enforceable against the company, except in the case of a judicial decision.

Article amended DOF 13-06-2014

Article 199 . At the request of shareholders holding twenty-five percent of the shares represented at a Meeting, the vote on any matter on which they do not consider themselves sufficiently informed shall be postponed for a period of three days without the need for a new call. This right may only be exercised once for the same matter.

Article amended DOF 13-06-2014

Article 200 . - The resolutions legally adopted by the Shareholders' Meetings are binding even on those absent or dissenting, except for the right of opposition under the terms of this Law.

Article 201 . Shareholders representing twenty-five percent of the capital stock may judicially oppose the resolutions of the General Meetings, provided that the following requirements are met:

Amended paragraph DOF 13-06-2014

I.-         That the claim be filed within fifteen days following the closing date of the Assembly;

II.         That the claimants have not attended the Meeting or have cast their vote against the resolution, and

III.         The claim must indicate the clause of the social contract or the legal precept infringed and the concept of violation.

No legal challenge may be lodged against decisions relating to the liability of the Directors or the Statutory Auditors.

Article 202 - The execution of the contested resolutions may be suspended by the judge, provided that the plaintiffs give sufficient security to cover the damages that may be caused to the company by the non-execution of said resolutions, in the event that the judgment declares the opposition to be unfounded.

Article 203 .- The judgment handed down on the occasion of the opposition shall have effect in respect of all the partners.

Article 204 - All oppositions against the same decision shall be decided in a single judgment.

Article 205 . In order to exercise the legal actions referred to in Articles 185 and 201, the shareholders shall deposit their share certificates with a notary public or with a Credit Institution, who shall issue the corresponding certificate to accompany the lawsuit and such others as may be necessary to enforce the corporate rights.

Amended paragraph DOF 13-06-2014

The deposited shares will not be returned until the conclusion of the trial.

Article 206 - When the General Shareholders' Meeting adopts resolutions on the matters included in Sections IV, V and VI of Article 182, any shareholder who has voted against shall have the right to withdraw from the corporation and obtain the reimbursement of his shares, in proportion to the corporate assets, according to the last approved balance sheet, provided that he requests it within fifteen days following the closing of the meeting.

CHAPTER VI

Of the limited partnership by shares

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 one or more limited partners who are only obligated to pay for their shares.

Article 208 - A limited partnership by shares shall be governed by the rules relating to a 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 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 por Acciones" or its abbreviation "S. en C. por A." shall be added to the corporate name or to the denomination, as the case may be.

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

CHAPTER VII

Of the cooperative society

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

CHAPTER VIII

Of variable capital companies

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 may be decreased by partial or total withdrawal of the contributions, without any other formalities than those established by this chapter.

Article 214 . - Companies with variable capital 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 directors' liabilities, except for the modifications set forth in this Chapter.

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

Article 216 - The articles of incorporation of any company with variable capital shall contain, in addition to the stipulations that correspond to the nature of the company, the conditions set for the increase and decrease of the capital stock.

In joint stock companies, the articles of association or the Extraordinary General Meeting will establish the capital increases and the form and terms in which the corresponding share issues are to 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 public limited company, a limited liability company and a limited partnership by shares, a minimum capital shall be indicated which may not be less than that fixed 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 joint stock companies 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 company who infringe this precept will be liable for the damages caused.

Article 218 .- (Repealed).

Repealed Article DOF 30-12-1982

Article 219 - Any increase or decrease in the share capital must be recorded in a register book kept by the company for that purpose.

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

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

CHAPTER IX

Mergers, transformations and spin-offs of companies

Title of the Chapter amended DOF 11-06-1992

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

Article 223 . The merger agreements will be registered in the Public Registry of Commerce and will be published in the electronic system established by the Ministry of Economy, in the same way, each company must publish its last balance sheet, and the one or ones that cease to exist, must also publish the system established for the extinction of its liabilities.

Article amended DOF 13-06-2014

Article 224 - The merger shall 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 judicially oppose the merger in a summary proceeding, which will be suspended until the judgment declaring the opposition to be unfounded becomes enforceable.

Once the aforementioned period has elapsed without any opposition having been made, 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 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 has been agreed, or if the amount thereof has been deposited in a credit institution, or if the consent of all the creditors has been obtained. For this purpose, term debts shall be deemed to be due.

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

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

Article 227 - Companies incorporated in any of the forms established in Sections I to V of Article 1 may adopt any other legal form. They may also be transformed into a variable capital company.

Article 228 - In the transformation of companies 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:

I.-         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 articles of association;

II.         The shares or partnership interests of the company being spun off must be fully paid up;

III.         Each of the partners of the splitting company shall initially hold a proportion of the share capital of the split-off companies, equal to that held in the splitting company;

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

a)         The description of the form, terms and mechanisms in which the various items of assets, liabilities and capital stock will be transferred;

b)         A description of the parts of the assets, liabilities and share capital that correspond to each of the companies being divided and, where appropriate, to the divisor, with sufficient detail to enable them to be identified;

c)         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. It will be the responsibility of the directors of the spin-off company to inform the shareholders' meeting about the operations carried out until the spin-off takes full legal effect;

d)         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 counted from the last of the publications referred to in Section V, up to the amount of the net assets that have been attributed in the spin-off to each one of them; if the spun-off company has not ceased to exist, it will be liable for the totality of the obligation; and

e)         The draft articles of association of the spun-off companies.

V.         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 full text is available to partners and creditors at the corporate domicile of the company for a period of forty-five calendar days from the date of registration and publication;

Reformed fraction DOF 13-06-2014

VI.         During the aforementioned period, 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 that terminates the proceeding without the opposition having proceeded or an agreement is reached, provided that the person opposing the spin-off provides a sufficient bond to cover the damages that may be caused to the company by the suspension;

VII.         Once the requirements have been met and the term referred to in Section V has elapsed without any opposition having been filed, the spin-off will be fully effective; for the incorporation of the new companies, the notarization of their bylaws and their registration in the Public Registry of Commerce will be sufficient;

VIII.         The shareholders or partners who vote against the spin-off resolution will have the right to separate from the corporation, applying the provisions of Article 206 of this law;

IX.         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;

X.-         The provisions of Article 141 of this Law shall not apply to spun-off companies.

Article added DOF 11-06-1992

CHAPTER X

On the dissolution of companies

Article 229 .- Companies are dissolved:

I.- By expiration of the term established in the corporate contract;

II.- Due to the impossibility of continuing to carry out the main object of the company or because it has been consummated;

III.- By agreement of the partners taken in accordance with the Articles of Association and the Law;

IV.- 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;

V.- For the loss of two thirds of the capital stock.

VI.- By judicial or administrative resolution issued by the competent courts, in accordance with the grounds set forth in the applicable laws.

Fraction added DOF 24-01-2018

Article 230 .- A partnership in a collective name shall be dissolved, unless otherwise agreed, by the death, incapacity, exclusion or withdrawal of one of the partners, or by the termination of the partnership agreement in respect of one of them.

In the event of the death of a partner, the partnership may only continue with the heirs, when they give their consent; otherwise, the partnership must, within two months, deliver to the heirs the share 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 company 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 registered in the Public Registry of Commerce.

Amended paragraph DOF 24-01-2018

If the registration is not made despite the existence of the cause of dissolution, any interested party may appeal to the judicial authority, in the summary proceedings or, in cases where the dissolution is by judicial resolution, in the incidental proceedings, 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, in the opinion of any interested party, the existence of any of the causes enumerated by the Law, he may file a complaint before the judicial authority within a period of thirty days from the date of registration, and sue, in a summary proceeding, for the cancellation of the registration, except in 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 shall apply.

Amended paragraph DOF 24-01-2018

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

CHAPTER XI

Liquidation of companies

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 company and shall be liable for the acts that they execute in excess of the limits of their office.

Article 236 .- In the absence of a provision in the corporate contract, the appointment of liquidators shall be made by agreement of the partners, taken in the proportion and form that this Law establishes, 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 acknowledged. 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 members, taken under the terms of Article 236 or by judicial resolution, if any member justifies, in the summary proceedings or, in cases where the dissolution is by judicial resolution, in the incidental proceedings, the existence of a serious cause for the revocation.

Amended paragraph DOF 24-01-2018

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 .- Liquidation shall be carried out in accordance with the relative stipulations of the articles of association or the resolution adopted by the partners when the dissolution of the company is agreed or recognised. 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 of Article 249 Bis 1 of this Law.

Paragraph added DOF 24-01-2018

Article 241 .- Once the liquidators have been appointed, the Directors shall hand over to them all the company's assets, books and documents, and in all cases an inventory of the company's 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 of Article 249 Bis 1 of this Law.

Paragraph added DOF 24-01-2018

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

I.-         Conclude the corporate operations pending at the time of dissolution;

II.         Collect what is owed to the company and pay what the company owes;

III.         Sell the assets of the company;

IV.         To liquidate to each partner its social assets;

V.-         Draw up 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

VI.         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 assets that correspond to him; but he may demand the partial delivery that is compatible with the interests of the creditors of the partnership, as long as his debts are not extinguished, or the amount has been deposited if it is inconvenient to make 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 company.

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 partnerships, 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:

I.-         If the assets of 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 assets;

II.         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;

III.         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 business days from the day following the date of the meeting to demand modifications if they believe their rights are prejudiced;

IV.         If the partners expressly express their agreement or if, during the aforementioned period, they do not make any observations, they shall be deemed to be in agreement with the project, and the liquidator shall make the respective award, granting, where appropriate, the corresponding documents;

V.-         If, during the period referred to in Section III, the partners make observations on the division project, the liquidator shall call a new meeting, within a period of 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 shall award the lot or lots with respect to which there is disagreement, jointly to the respective partners, and the resulting legal situation among the successful bidders shall be governed by the rules of joint ownership;

VI.         If the corporate liquidation is made by virtue of the death of one of the partners, the division or sale of the real property 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 distribute the remainder among the partners subject to the following rules:

I.-         The final balance sheet shall indicate the share of each partner in the company's assets;

II.         Said balance sheet shall be published in the electronic system established by the Ministry of Economy.

Amended paragraph DOF 13-06-2014

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

III.         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 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:

I.- It is formed exclusively by partners or shareholders who are natural persons;

II.- Is not located in the case contemplated in Article 3 of this Law;

III.- Had published in the electronic system established by the Ministry of Economy pursuant to the provisions of Article 50 Bis of the Commercial Code and the provisions for its operation, the notice of registration in the special book of partners or registration 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 shall be confidential;

IV.- Is not performing operations, nor has issued electronic invoices during the last two years;

V.- Be up to date in the fulfillment of its tax, labor and social security obligations;

VI.- Does not have pecuniary obligations with third parties;

VII.- Their legal representatives are not subject to criminal proceedings for the possible commission of fiscal or patrimonial crimes;

VIII.- Is not in insolvency proceedings, and

IX.- 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:

I.- The 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 signed 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 Commercial Code, 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 that contemplated in this paragraph be required;

II.- Once the agreement is 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;

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

IV.- 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;

V.- The partners or shareholders will deliver the share certificates to the liquidator at the latest within 15 business days following the date of the dissolution and liquidation meeting;

VI.- 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 Commercial Code, which in no case may exceed 60 business days following the date of the dissolution and liquidation meeting; and

VII.- 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 in accordance with the provisions of 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 added DOF 24-01-2018

CHAPTER XII

Foreign companies

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

Article 251 - Foreign companies may only carry on business 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, under 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

CHAPTER XIII

From the joint venture

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 - A joint venture association has neither legal personality nor a corporate name or denomination.

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

Article 255 .- Joint venture contracts shall establish the terms, proportions of interest and other conditions under which they are to be performed.

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 property contributed belongs in ownership to the party making the contribution, 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 party making the contribution carries on business. Even if the stipulation has not been registered, it shall be effective if it is proved that the third party knew or should have known 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 members may not exceed the value of their contribution.

Article 259 .- Joint ventures operate, are dissolved and wound up, in the absence of special provisions, by the rules laid down for partnerships, in so far as they do not conflict with the provisions of this Chapter.

CHAPTER XIV

Simplified joint-stock company

Chapter repealed DOF 11-06-1992. Chapter added with amended name DOF 14-03-2016.

Article 260 - The simplified joint stock company is one that is formed with one or more individuals who are only obliged 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 management, 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 5 million pesos. In the event of exceeding the respective amount, the simplified joint 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 until the month of December immediately prior to that for which the update is made, which will be obtained in accordance with Article 17-A of the Fiscal Code of the Federation. The Ministry of Economy will publish the restatement factor in the Official Gazette of the Federation during the month of December of each year.

In the event that the shareholders do not carry out the transformation of the company referred to in the preceding paragraph, they shall 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 company 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 - To proceed with the incorporation of a simplified joint stock company shall only require:

I.        That there be one or more shareholders;

II.        That the shareholder or shareholders express their consent to incorporate a simplified joint stock company under the bylaws that the Ministry of Economy makes available through the electronic incorporation system;

III.        That one of the shareholders has the authorization for the use of the name issued by the Ministry of Economy, and

IV.        That all shareholders have a valid certificate of advanced electronic signature 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 the simplified joint 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 system of incorporation shall be in charge of the Ministry of Economy and shall be carried by digital means by means of the computer program established for such purpose, whose operation and functioning shall be governed by the general rules issued for such purpose by the Ministry itself.

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

I.        One sheet of paper shall be opened for each constitution;

II.        The shareholder(s) will select the clauses of the bylaws made available by the Ministry of Economy through the system;

III.        A corporate charter of incorporation of the simplified joint stock company shall be generated and signed electronically by all shareholders, using the current electronic signature certificate referred to in Section IV of Article 262 of this Law, which shall be delivered digitally;

IV.        The Ministry of Economy will verify that the articles of incorporation of the company 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;

V.        The system will digitally generate the registration slip of the simplified joint stock company in the Public Registry of Commerce;

VI.        The use of notaries public is optional;

VII.        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;

VIII.        Shareholders requesting the incorporation of a simplified joint stock company shall be responsible for the existence and accuracy of the information provided in the system. Otherwise, they shall be liable for any damages and losses that may arise, without prejudice to any administrative or criminal penalties that may apply, and

IX.        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 association referred to in the preceding article shall only contain the following requirements:

I.         Name;

II.        Name of shareholders;

III.         Address of shareholders;

IV.         Federal Taxpayer Registry of the shareholders;

V.        E-mail address of each of the shareholders;

VI.        Address of the company;

VII.        Duration of the company;

VIII.         The form and terms in which the shareholders are obligated to subscribe and pay for their shares;

IX.        The number, par value and nature of the shares into which the capital stock is divided;

X.        The number of votes that each shareholder will have by virtue of his shares;

XI.        The object of the company, and

XII.        The form of management 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 pursuant to 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 the provisions 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 joint stock company and is composed of all 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 book of resolutions must be kept.

When the simplified joint stock company is composed of a single shareholder, this shall be the supreme body of the company.

Article added DOF 14-03-2016

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

When the simplified joint stock company is composed of a single shareholder, he shall exercise the powers of representation and shall hold the office 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 that are directly related to the existence and operation of the company.

Article added DOF 14-03-2016

Article 268 - Decision making at the Shareholders' Meeting shall be governed solely by the following rules:

I.        Every shareholder shall have the right to participate in the decisions of the company;

II.        The shareholders will have voice and vote, the shares will be of equal value and will confer the same rights;

III.        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;

IV.        The director 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;

V.        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 call the meeting, or does not do so within fifteen days following receipt of the request of any shareholder, the meeting may be called 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 Articles of Association shall be decided by majority vote.

At any time the shareholders may agree on forms of organization and management other than those contemplated in this Chapter, provided that the shareholders execute before a notary public the transformation of the simplified stock corporation to any other type of 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 Code of Commerce 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 held by 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 in accordance with 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 non-compliance in accordance with the procedure established in the rules mentioned in the preceding paragraph.

Article added DOF 14-03-2016

Article 273 .- In what does not contradict this Chapter are applicable to the simplified joint stock company the provisions of this Law governing the corporation as well as the merger, transformation, spin-off, dissolution and liquidation of companies.

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 that refer to "corporate contract" shall be understood as referring to the "articles of incorporation".

Article added DOF 14-03-2016

TRANSITIONAL :

Article 1 - This Law shall enter into force on the date of its publication.

Article 2 - Its provisions shall govern the legal effects of acts prior to its entry into force, provided that its application is not retroactive.

Article 3º - Corporations which, at the time this Law enters into force, are being incorporated by the public subscription procedure, may adjust their bylaws to the provisions of this Law on variable capital companies, provided that this is so agreed by the constituent meeting held for this purpose, with the quorum and majority required by Article 190, calculated in relation to the shares that have been subscribed.

Article 4º - Title Two of Book Two of the Commercial Code of September 15, 1889 and all legal provisions that oppose this Law are hereby repealed.

In compliance with the provisions of section I of Article 89 of the Political Constitution of the United Mexican States, and for its due publication and observance, I promulgate the present Law, in the residence of the Federal Executive Power, in the city of Mexico, on the twenty-eighth day of the month of July nineteen hundred and thirty-four.- A. L. Rodríguez.- Rubric.- The Secretary of State and of the Office of the National Economy, Primo Villa Michel.- Rubric.- To the Undersecretary of the Interior.- Present."

Which I am communicating to you for publication and other purposes.

Effective Suffrage. No Reelection.

Mexico City, August 1, 1934 - The Undersecretary of the Interior, in charge of the Office, Juan G. Cabral - Rubric.

To C.....

TRANSITIONAL ARTICLES OF REFORM DECREES

As of 1996

DECREE amending, adding and repealing various provisions of the Federal Law of Administrative Procedure; of the Federal Law on Metrology and Standardization; of the Mining Law; of the Foreign Investment Law; of the General Law of Commercial Companies and of the Civil Code for the Federal District in common matters, and for the whole Republic in federal matters.

Published in the Diario Oficial de la Federación on December 24, 1996.

ARTICLE FIVE. The second paragraph of Article 251 of the General Law of Mercantile Corporations is hereby amended to read as follows:

..........

TRANSITIONS

FIRST.- This Decree shall enter into force on the day following its publication in the Official Gazette of the Federation, except as provided in the following article.

SECOND.- The second paragraph of Article 10A of the Foreign Investment Law shall enter into force thirty business days following the date of publication of this Decree in the Official Gazette of the Federation. Within this period, the list referred to in said provision must be published.

Mexico City, December 10, 1996. Felipe Amadeo Flores Espinosa, President.- Sen. Ángel Ventura Valle, Secretary.- Dip. Carlos Núñez Hurtado, Secretary".

In compliance with the provisions of Section I of Article 89 of the Political Constitution of the United Mexican States and for its due publication and observance, I issue the present Decree in the residence of the Federal Executive Power, in Mexico City, Federal District, on the eighteenth day of December nineteen hundred and ninety-six.- Ernesto Zedillo Ponce de León.- Rubric.- The Secretary of the Interior, Emilio Chuayffet Chemor.- Rubric.

DECREE amending various provisions of the Federal Law on Metrology and Standardization, and the General Law of Commercial Companies.

Published in the Diario Oficial de la Federación on July 28, 2006.

Article Two. Articles 89, section II and 251, second paragraph of the General Law of Mercantile Corporations are amended to read as follows:

..........

TRANSITORY

Sole Paragraph: This Decree shall enter into force on the day following its publication in the Official Gazette of the Federation.

Marcela González Salas P., President. President - Sen. Enrique Jackson Ramírez, President.- Deputy Marcos Morales Torres, Secretary.- Sen. Saúl López Sollano, Secretary.- Rubrics. "

In compliance with the provisions of Section I of Article 89 of the Political Constitution of the United Mexican States, and for its due publication and observance, I issue the present Decree in the Residence of the Federal Executive Power, in Mexico City, Federal District, on the twenty-fifth day of July of the year two thousand six.- Vicente Fox Quesada.- Rubric.- The Secretary of the Interior, Carlos María Abascal Carranza.- Rubric.

 DECREE amending various provisions of the Commercial Code and the General Law of Commercial Companies.

Published in the Official Journal of the Federation on June 2, 2009.

Article Two. Articles 177 and 194, last paragraph, of the General Law of Commercial Companies are amended to read as follows:

..........

Transitory

Sole Paragraph. This decree shall enter into force on the day following its publication in the Official Journal of the Federation.

Cesar Horacio Duarte Jaquez, President.- Sen. Gustavo Enrique Madero Muñoz, President.- Sen. Maria Eugenia Jimenez Valenzuela, Secretary.- Sen. Claudia Sofía Corichi García, Secretary.- Rubrics. "

In compliance with the provisions of Section I of Article 89 of the Political Constitution of the United Mexican States, and for its due publication and observance, I issue the present Decree in the Residence of the Federal Executive Power, in Mexico City, Federal District, on May twenty-eighth, two thousand nine.- Felipe de Jesús Calderón Hinojosa.- Rubric.- The Secretary of the Interior, Mr. Fernando Francisco Gómez Mont Urueta.- Rubric.

DECREE amending, adding and repealing various provisions of the Foreign Investment Law, the General Law of Commercial Companies, the Organic Law of the Federal Public Administration, the Federal Law of Rights, the Federal Law of Administrative Procedure and the Federal Law for the Promotion of Microindustry and Artisanal Activity.

Published in the Official Journal of the Federation on December 15, 2011.

ARTICLE TWO. Articles 6, Section IV; 62, and 89 Sections II of the General Law of Mercantile Corporations are amended to read as follows:

..........

TRANSITIONS

FIRST.- This Decree shall enter into force on the first day of January 2012 with respect to the General Law of Mercantile Corporations, the Organic Law of the Federal Public Administration, the Federal Law of Rights and the Federal Law for the Promotion of Microindustry and Artisan Activity.

SECOND.- The amendments to the Foreign Investment Law and the Federal Law of Administrative Procedure shall enter into force within six months of their publication in the Official Gazette of the Federation.

Emilio Chuayffet Chemor, Chairman.- Sen. José González Morfín, Chairman.- Sen. Heron Escobar Garcia, Secretary.- Sen. Adrián Rivera Pérez, Secretary.- Rubrics. "

In compliance with the provisions of Section I of Article 89 of the Political Constitution of the United Mexican States, and for its due publication and observance, I issue the present Decree in the Residence of the Federal Executive Power, in Mexico City, Federal District, on December twelfth, two thousand eleven.- Felipe de Jesús Calderón Hinojosa.- Rubric.- The Secretary of the Interior, Alejandro Alfonso Poiré Romero.- Rubric.

 DECREE amending, adding and repealing various provisions of the Commercial Code, the General Law of Commercial Companies, the Law of Investment Funds, the General Law of Credit Instruments and Operations, the Federal Law of Rights and the Organic Law of the Federal Public Administration, in connection with the Miscellaneous Law on Commercial Matters.

Published in the Official Journal of the Federation on June 13, 2014.

Article Two. Articles 5; 6, first paragraph; 7, first paragraph; 9, second paragraph; 9o, paragraph; 90; 91, first paragraph; 99; 113, first paragraph; 119; 125, section VII; 132; 136, section III; 157; 163, first paragraph; 166, section IX; 177; 186; 194, second and third paragraphs; 198, first paragraph; 199; 201, first paragraph; 205, first paragraph; 223; 228 bis, section V; 243, last paragraph; 247, section II; 251, last paragraph; articles 4o, with a last paragraph; 8th with a second paragraph; 91, with a section VII; 170, with a second paragraph; 198, with sections I to V of the first paragraph and a last paragraph of the General Law of Commercial Companies, to read as follows:

.........

Transients

First. This Decree shall enter into force on the day following its publication in the Official Journal of the Federation.

Second. The Ministry of Economy will have a period of one year from the day following the publication of this Decree in the Official Gazette of the Federation to establish by publication in this publication the electronic system indicated in Articles 50 Bis and 600 of the Code of Commerce; Articles 9, 99, 119, 132, 136, 186, 223, 228 Bis, 243, 247 and 251 of the General Law of Commercial Companies; Article 212 of the General Law of Credit Instruments and Operations, as well as section XXXI of Article 34 of the Organic Law of the Federal Public Administration.

Third. The provisions set forth in Articles 163, 199 and 201 of the General Law of Commercial Companies will enter into effect, with respect to minority rights, as of the tenth business day following the date of publication of this decree. Therefore, all companies incorporated as of the aforementioned date will have to respect the new minority rights in their bylaws.

Raúl Cervantes Andrade, President.- Deputy José González Morfín, President.- Senator Rosa Adriana Díaz Lizama, Secretary.- Deputy Angelina Carreño Mijares, Secretary.- Rubrics. "

In compliance with the provisions of Section I of Article 89 of the Political Constitution of the United Mexican States, and for its due publication and observance, I hereby issue this Decree in the Residence of the Federal Executive Power, in Mexico City, Federal District, on the second day of June of the year two thousand fourteen, Enrique Peña Nieto.

 DECREE amending and adding various provisions of the General Law of Commercial Companies.

Published in the Official Journal of the Federation on March 14, 2016.

The second paragraph of Article 1; the first paragraph of Article 20; the name of Chapter XIV is amended to become "Simplified joint stock company", Articles 260, 261, 262, 263 and 264; a section VII is added to Article 1; a fifth paragraph is added to Article 2; a second paragraph is added to Article 5; Articles 265, 266, 267, 268, 269, 270, 277, 278 and 273 are amended; Articles 265, 266, 267, 268, 269, 270, 277, 278 and 273 are amended to become "Simplified joint stock company", and the subsequent ones are deleted; a second paragraph to Article 5; Articles 265, 266, 267, 268, 269, 270, 271, 272 and 273 of the General Law of Mercantile Corporations to read as follows:

........

Transitory

Sole Paragraph: This Decree shall enter into force six months from the day following its publication in the Official Gazette of the Federation.

Mexico City, February 9, 2016.- Sen. Roberto Gil Zuarth, President.- Dip. José de Jesús Zambrano Grijalva, President.- Sen. Hilda Esthela Flores Escalera, Secretary.- Dip. Alejandra Noemí Reynoso Sánchez, Secretary.- Rubrics. "

In compliance with the provisions of Section I of Article 89 of the Political Constitution of the United Mexican States, and for its due publication and observance, I issue the present Decree in the Residence of the Federal Executive Power, in Mexico City, on March eleventh, two thousand sixteen.- Enrique Peña Nieto.- Rubric.- The Secretary of the Interior, Miguel Ángel Osorio Chong.- Rubric.

 DECREE amending and adding various provisions of the General Law of Commercial Companies.

Published in the Diario Oficial de la Federación on January 24, 2018.

Sole Article. Articles 232, second, third and fourth paragraphs; 236, second paragraph; 238, first paragraph; 242, second paragraph of section V; a section VI is added to Article 229; a second paragraph to Article 237; a third paragraph to Article 238; a second paragraph to Article 240; a second paragraph to Article 241; a second paragraph to Article 242; a second paragraph to Article 245; a second paragraph to Article 246; a second paragraph to Article 247; Articles 249 Bis and 249 Bis 1 of the General Law of Commercial Companies, to read as follows:

.........

Transitory

Sole Paragraph: This Decree shall enter into force six months from the day following its publication in the Official Gazette of the Federation.

Mexico City, December 12, 2017 - Sen. Ernesto Cordero Arroyo, Chairman.- Deputy Jorge Carlos Ramírez Marín, Chairman.- Sen. Lorena Cuéllar Cisneros, Secretary.- Dip. Isaura Ivanova Pool Pech, Secretary.- Rubrics. "

In compliance with the provisions of Section I of Article 89 of the Political Constitution of the United Mexican States, and for its due publication and observance, I issue the present Decree in the Residence of the Federal Executive Power, in Mexico City, on January eighth, two thousand eighteen.- Enrique Peña Nieto.- Rubric.- The Secretary of the Interior, Miguel Ángel Osorio Chong.- Rubric.

DECREE adding various provisions of the General Law of Commercial Companies.

Published in the Official Journal of the Federation on June 14, 2018.

Sole Article.- A second paragraph is added and the current second paragraph becomes the third paragraph of Article 73; a second and third paragraph are added to Article 129 of the General Law of Commercial Companies, to read as follows:

.........

Transitory

Sole Paragraph: This Decree shall enter into force six months from the day following its publication in the Official Gazette of the Federation.

Mexico City, April 26, 2018. Ernesto Cordero Arroyo, President.- Dip. Edgar Romo García, President.- Sen. Juan Gerardo Flores Ramírez, Secretary.- Dip. Sofía del Sagrario De León Maza, Secretary.- Rubrics. "

In compliance with the provisions of Section I of Article 89 of the Political Constitution of the United Mexican States, and for its due publication and observance, I issue this Decree in the Residence of the Federal Executive Branch, in Mexico City, on June thirteenth, two thousand eighteen.- Enrique Peña Nieto.- Rubric.- The Secretary of the Interior, Dr. Jesús Alfonso Navarrete Prida.- Rubric.