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Sole Director/Board of Directors

A Mexican Joint Stock Corporation (“JSC”) is legally represented by a Sole Director (“SD”) or a Board of Directors (“BoD”), as determined in the Company’s Bylaws or by a Shareholders’ Resolution through a General Meeting (“GM”). The SD or BoD members are entitled to represent the Company vis-à-vis third parties. Internally, they run the business of the Company by making all management decisions. However, the Shareholders of a JSC may instruct the SD or the BoD to exercise their management power in a specific way.

Division of Duties: The SD or the BoD members (jointly) are entitled to represent the Company as a governing body. The BoD may designate one or more delegates to execute a specific transaction or adopted resolution by the BoD.

[...]

The Bylaws or Shareholders’ Resolutions may provide for positions the BoD members can have within the BoD (e.g. Chairman, Secretary, ordinary member etc.). The Bylaws or Shareholders’ Resolutions may require the SD or the BoD members, as applicable, to provide a security for the liabilities they may incur in their position.

Composition: A JSC may be represented by a SD or a BoD with at least 2 BoD members. When the BoD has 3 or more BoD members, the Shareholders representing 25% of the capital stock of the Company have the right to designate at least one BoD member. There is no applicable maximum of BoD members unless otherwise determined in the Bylaws. The SD and BoD members must be physical persons with full legal capacity and may be Shareholders of the Company. There are no restrictions on the nationality and/or residence of such individuals.

Appointment/Dismissal Competence: The SD or BoD members may be appointed in the Bylaws or by way of a Shareholders’ Resolution (simple majority vote) at a GM. Dismissal/removal of the SD or BoD members may carried out through a Shareholders’ Resolution (simple majority vote) at a GM. Generally, no maximum or minimum term applies to the SD or BoD members, unless otherwise stated in the Bylaws or in the Shareholders’ Resolution appointing such SD or BoD members.

Alternates: Alternates may be appointed under the same conditions as “ordinary” SD or BoD members.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Mexico on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Von Wobeser y Sierra, S.C. before actually changing any board members in Mexico.

Appointment
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

Yes, by whomever that convenes the GM. (the SD, the BoD or the Statutory Examiner).

At least 15 calendar days prior to the GM (unless the Bylaws require a longer notice period).

Yes.

No.

Yes, if all Shareholders concur.

Convening notice to be published in the electronic system of the Mexican Ministry of Economy.
2

GM.

GM Minutes.

Yes, by the Chairman and Secretary of the GM and the Statutory Examiner(s) present at such GM.

On the date stipulated in the convening notice (unless waived, cf. Step 1).

Yes.

No, unless the GM Minutes cannot be otherwise entered in the Corporate Book of the Company.

Yes, if all Shareholders agree to pass a written unanimous resolution.
3

Entry in the Shareholders’ Meeting Book.

(i) GM Minutes;

(ii) Shareholders’ Meeting Book.

Yes, by the Chairman and Secretary of the GM and the Statutory Examiner(s) present at such GM.

On the date of the GM.

Yes.

No.

No.

No registrations in the Public Registry of Commerce are needed.
1
Step 1
>15 days*
2
Step 2
0 days
3
Step 3
0 days

0-15 days

*However, less than 15 days is possible, if Step 1 is waived.
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

Yes, by whomever that convenes the GM. (the SD, the BoD or the Statutory Examiner).

At least 15 calendar days prior to the GM (unless the Bylaws require a longer notice period).

Yes.

No.

Yes, if all Shareholders concur.

Convening notice to be published in the electronic system of the Mexican Ministry of Economy.
2

GM.

GM Minutes.

Yes, by the Chairman and Secretary of the GM and the Statutory Examiner(s) present at such GM.

On the date stipulated in the convening notice (unless waived, cf. Step 1).

Yes.

No, unless the GM Minutes cannot be otherwise entered in the Corporate Book of the Company.

Yes, if all Shareholders agree to pass a written unanimous resolution.
3

Entry in the Shareholders’ Meeting Book.

(i) GM Minutes;

(ii) Shareholders’ Meeting Book.

Yes, by the Chairman and Secretary of the GM and the Statutory Examiner(s) present at such GM.

On the date of the GM.

Yes.

No.

No.

No registrations in the Public Registry of Commerce are needed.
1
Step 1
>15 days*
2
Step 2
0 days
3
Step 3
0 days

0-15 days

*However, less than 15 days is possible, if Step 1 is waived.
Download/print Checklist Fee quote
Fee quote

Von Wobeser y Sierra, S.C. (“VWyS”) has provided all input about changing board members in Mexico. VWyS is [...] one of the constantly top-ranked corporate firms in Mexico.

Our corporate team’s varied and extensive experience allows us to regularly advise some of the most important local and global corporations in corporate structures, corporate governance, mergers, acquisitions, spin-offs and other divestitures, corporate and leverage financing, including project finance and leveraged acquisitions, restructurings and other corporate transactions.

For more information about Von Wobeser y Sierra and changing board members in Mexico, please use the below contacts:

TEL: (+52) 52581000
EMAIL: lburgueno@vwys.com.mx
WEB: www.vonwobeserysierra.com