MEXICO

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MEXICAN STRUCTURE

Choose the type of company you are changing board member in

Pursuant to the General Corporations Act (in Spanish: “Ley General de Sociedades Mercantiles”), a Mexican Limited Liability Company (in Spanish: “Sociedades de Responsabilidad Limitada” or “S. de R.L.”) may have one of the following organizational structures:

  1. One or more Managing Directors (a Sole Manager or a Board of Managers) (in Spanish: “gerente único” or “consejo de gerentes”) only.
  2. One or more Managing Directors (a Sole Manager or a Board of Managers) and one or more Statutory Examiners (if two or more are appointed, such Statutory Examiners form a Supervisory Board (in Spanish: “consejo de vigilancia”).

Please see “Managing Directors (Sole Manager/Board of Managers)below for a more in-depth description of the structure, including how to change the its board members. Please note that “Statutory Examiners” and “Supervisory Board” are not described in more detail at the CBM Site.


For a description of how to change the respective board members, please see the individual steps below.
As all information on how to change board members in Mexico on the LCB 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 before actually changing any board members in Mexico.

Pursuant to the General Corporations Act, Mexican Joint Stock Corporations (in Spanish: “Sociedades Anónimas” or “S.A.”) may have the following organizational structure:

  1. A Sole Director/Board of Directors (in Spanish: “administrador único”/consejo de administraciónand one or more Statutory Examiners (in Spanish: “comisario(s)”).

Please see “Sole Director/Board of Directors” below for a more in-depth description of the structure, including how to change its board members. Please note that “Statutory Examiners” is not described in more detail at the CBM Site.


For a description of how to change the respective board members, please see the individual steps below.
As all information on how to change board members in Mexico on the LCB 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 before actually changing any board members in Mexico.

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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 contact our Partner directly.

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