Simplification of the liquidation process of commercial entities.

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TP LEGAL GROUP - Corporate

Simplification of the liquidation process of commercial entities.

By – Lic. Leobardo Tenorio.

On January 24, 2018, amendments to the General Law of Commercial Entities were published in the Official Daily Gazette. Such were intended for simplifying the procedure of certain commercial companies. In particular, articles 249 Bis and 249 Bis were added.

The amendments will take effect on July 25, 2018.

New cause of dissolution.

A new cause of the dissolution of mercantile companies was included, establishing that such could be by either a judicial or administrative resolution issued by the competent courts, as provided in the applicable laws.

That is, any interested individual is entitled to can request the dissolution of mercantile companies by judicial means.

Conservation of papers and documents 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, provided that, such latter means complies with the Official Mexican Norms relating to digitization and conservation of data messages issued for such purpose by the Ministry of Economy.

Deadline to keep the documentation.

Such amendments reduce from 10 to 5 years the period to keep the documentation in the event of dissolution or simplified liquidation.

Simplified dissolution and liquidation Requirements:

  • Companies that qualify for the new procedure are those that:
    • Are exclusively formed by partners or shareholders who are individuals. It should be noted that the individuals must have been either partners or shareholders for at least 15 business days prior to the dissolution and liquidation;
    • Not have carried out unlawful acts;
    • Have published in the electronic system established by the Ministry of Economy, the registration notice in the special book of the partners or register of shares with the current share structure at least 15 business days prior to the date of the meeting through which the dissolution is resolved. For such purposes, the information contained in the registration notice will be confidential;
    • Are not carrying out transactions, nor have issued electronic invoices during the last two years;
    • Be up to date in fulfilling their taxation, labor, and social security obligations;
    • Do not have cash obligations to third parties;
    • Its legal representatives are not subject to a criminal procedure for the possible commission of fiscal or patrimonial crimes;
    • Are not in bankruptcy, and
    • Are not members of the financial system, in terms of the applicable special legislation.
Procedure to carry out the simplified dissolution and liquidation process.
  • The resolution of the partner or shareholders meeting must be unanimous stating under oath, that they are locatable  and comply with the conditions for the simplified procedure;
  • The liquidator must be appointed from among the partners or shareholders;
  • The resolution must be signed by all of the partners or shareholders, recorded in the resolutions and published in the electronic system established by the Ministry of Economy, within 5 business days following the date of the meeting of the dissolution and liquidation.
  • It will not be required that the minutes be formalized before a notary public nor a public broker nor will any other additional formality be required;
  • Once verified by the Ministry of Economy, the minutes, if applicable, will be sent electronically for registration in the Public Registry of Commerce;
  • All assets, books, and documents of the company must be delivered to the liquidator no later than 15 business days following the date of the dissolution and liquidation meeting;
  • The remainder of the corporate assets, if any, must be distributed within a term not to exceed 45 business days following the date of the dissolution and liquidation meeting;
  • The partners or shareholders shall deliver to the liquidator the share certificates within 15 business days following the date of the dissolution and liquidation meeting.
  • Once the company is liquidated, the liquidator is required to publish the final balance sheet of the company in the electronic system established by the Ministry of Economy, which in no case may exceed 60 business days following the date of the dissolution meeting and liquidation, and
  • The Ministry of Economy will register the cancellation of the folio of the company in the Public Registry of Commerce and notify the tax authorities.

In the event that the partners or shareholders fail to state the truth by affirming a false act or by altering or denying a true one, the partners or shareholders will respond to third parties, jointly and severally, without prejudice to any other responsibility in which they have incurred in criminal matters.

Please do not hesitate to contact us if you have any questions or comments.

Leobardo Tenorio-Malof   |   ltenorio@tplegal.net
Héctor Torres-López   |   htorres@tplegal.net
Alejandro Pedrín   |   apedrin@tplegal.net
Mauricio Tortolero   |   mtortolero@tplegal.net
Daniel Gancz-Kahan   |   dgancz@tplegal.net

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