Fee quote

Managing Directors (Sole Manager/Board of Managers)

A Mexican Limited Liability Company (“LLC”) is legally represented by its Managing Directors (“MDs”). The MDs are entitled to represent the Company vis-à-vis third parties. Internally, they run the business of the Company by making all management decisions. The Partners (in Spanish: “socios”) of a LLC may instruct the MDs to exercise their management power in a specific way.

Division of Duties: The MDs are entitled to jointly represent the Company as a governing body. The MDs may designate a delegate to execute a concrete act or Adopted Resolution by the MDs.

[...]

The Company’s Bylaws or Partners’ Resolutions adopted through GM may provide for positions that the MDs can occupy in the Board of Managers (e.g. Chairman, Secretary or member etc.). MDs have the obligation to carry out their position in accordance with the Company’s Bylaws, the Partners’ Resolutions adopted through General Meetings (“GM”) and the applicable Mexican Laws.

Composition: A LLC must be represented by at least one MDs (with no applicable maximum unless otherwise determined in the Bylaws). When represented by only one MD, the latter is the Sole Manager, while when represented by two or more MDs, such are organized as a Board of Managers. MDs must be physical persons with full legal capacity and may or not be Partners of the Company. There are no restrictions on the nationality and/or residence of such individuals.

Appointment/Dismissal Competence: MDs may be appointed in the Bylaws or by way of a Partners’ Resolution (simple majority vote) at a General Meeting (“GM”). Dismissal of MDs may carried out through a Partners’ Resolution (simple majority vote) at a GM. Generally, no maximum or minimum term applies to the MDs unless otherwise stated in the Bylaws or in the Partners’ Resolution appointing the MD.

Alternates: Alternates (in Spanish: “suplentes”) may be appointed under the same conditions as “ordinary” MDs.

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
Download/print Checklist Fee quote
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.

At least 8 calendar days prior to the GM (unless the Bylaws require a longer notice period).

Yes.

No.

Yes, if all Partners concur.

Convening notice to be made by the MD(s), the Supervisory Body or Partners representing more than the 33% of the capital by way of certified mail with return receipt (unless otherwise agreed in the Bylaws).
2

GM.

GM Minutes.

Yes, by the Chairman and Secretary of the GM.

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

Yes.

No.

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

Entry in the Partners’ Meeting Book.

(i) GM Minutes;

(ii) Partners’ Meeting Book.

Yes, by the Chairman and Secretary of the GM.

On the date of the GM.

Yes.

No.

No.

No registrations in the Public Registry of Commerce are needed.
1
Step 1
>8 days*
2
Step 2
0 days
3
Step 3
0 days

0-8 days

*However, less than 8 days is possible, if Step 1 is waived.
Download/print Checklist Fee quote
Dismissal
Download/print Checklist Fee quote
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.

At least 8 calendar days prior to the GM (unless the Bylaws require a longer notice period).

Yes.

No.

Yes, if all Partners concur.

Convening notice to be made by the MD(s), the Supervisory Body or Partners representing more than the 33% of the capital by way of certified mail with return receipt (unless otherwise agreed in the Bylaws).
2

GM.

GM Minutes.

Yes, by the Chairman and Secretary of the GM.

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

Yes.

No.

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

Entry in the Partners’ Meeting Book.

(i) GM Minutes;

(ii) Partners’ Meeting Book.

Yes, by the Chairman and Secretary of the GM.

On the date of the GM.

Yes.

No.

No.

No registrations in the Public Registry of Commerce are needed.
1
Step 1
>8 days*
2
Step 2
0 days
3
Step 3
0 days

0-8 days

*However, less than 8 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