[ESTABLISHING A BUSINESS ENTITY IN MEXICO] 323
or board of directors’ meetings either in person or virtually be means of any electronic or optical device or any other technology. If electing the electronic means, it would need to be contemplated in the by-laws and would need to comply with certain requirements regarding access, identification, confirmation of votes and interaction in the deliberation process. It can also contemplate the use of electronic signatures in formalizing the relevant minutes.
Shareholders representing thirty-three percent (33%) of the shares representing the capital stock are entitled to request the board of directors, or the sole administrator, or the examiner, to summon a general shareholders’ meeting to discuss the matters they request. (iv) Liability In addition to the full payment of their capital contributions, the shareholders, directors and even officers of an SA will be jointly and severally liable for tax purposes when the SA: (a) Did not obtain from the Mexican Ministry of Finance and Public Credit ( Secretaría de Hacienda y Crédito Público ) (“ SHCP ”) through the Tax Administration Service ( Servicio de Administración Tributaria ) (“ SAT ”) a tax identification number (“ RFC ” or “ Registro Federal de Contribuyentes ”); (b) Modifies its address for tax purposes while being subject to a tax revision by the SAT;
(iii) Minority Rights
Regarding minority rights, the SA shareholders representing twenty-five percent (25%) of the shares of the capital stock with voting rights will have the right to appoint a member to the board of directors and an examiner ( comisario ). Similarly, the shareholders representing twenty-five percent (25%) of the shares representing the capital stock with voting rights of an SA may file a civil liability action in court against the directors in the benefit of the corporation pursuant to the terms of the LGSM.
(c) Did
not its earnings or if it destroys or modifies accounting documents of the SA; and record
ILN Corporate Group – Establishing a Business Entity Series
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