New partners/shareholders registry as of December 2018
By – Lic. Leobardo Tenorio.
On June 14, 2018, a Decree was published in the Official Federal Gazette, amending two articles of the General Law of Commercial Entities, relating to the registration of partners and shareholders that are required to carryout limited liability companies and corporations.
What is the amendment?
Limited liability companies and corporations, in addition to keeping a partners’/shareholders’ registry book, will have the obligation to publish, in the electronic system of the Secretary of Economy, the names, addresses, contributions, and transfers of quotas/shares of each of its partners /shareholder.
In short, the amendment is creating a “public registry” of partners/shareholders of Mexican commercial entities.
What is the Electronic System of the Secretary of Economy?
On June 15th, 2015, the Ministry of Economy implemented the Electronic System of Publications of Mercantile Companies (“Electronic System”) by means of which the publications are made as required in mercantile laws.
Calls to meetings and Meeting Resolutions, Balances, Financial Statements, and Resolutions, among others, are published in the Electronic System.
Anyone may consult the information and download the publications that are made.
Why is the amendment important?
By requiring limited liability companies and corporations to publish information about their partners and shareholders in the Electronic System, a kind of “public registry” is being established relating to the information about the partners/shareholders of a company; information that prior to the amendments were considered to be private information.
Anyone may consult the Electronic System, and will be able to analyze, confirm or consult the names of the partners or shareholders of a company that are provided to the Electronic System.
Managers (sole managers; members of the board) of companies are jointly and severally liable for the veracity of the information provided to the Electronic System.
What do companies have to do?
The amendment enters into force on December 14, 2018.
Limited liability companies or corporations are obligated to notify the Electronic System regarding:
- The information of its partners/shareholders;
- Any transfer of quotas/shares, or;
- Any change to the paid-in-capital structure or change of a partner/shareholder.
Such notices take effect the following day after such are made.
Consequently, as of such date, any person may consult the aforementioned information in the Electronic System
What happens if no information is notified to the Electronic System?
The information contained in the partners’/shareholders’ registry book does not have effect before third parties until such is provided to the Electronic System. This information can be provided to the Electronic System at any time or when the company that publishes same requires it.
For any questions or comments, please do not hesitate to contact us.
Leobardo Tenorio-Malof | email@example.com
Héctor Torres-López | firstname.lastname@example.org
Alejandro Pedrín | email@example.com
Mauricio Tortolero | firstname.lastname@example.org
Daniel Gancz-Kahan | email@example.com