[ESTABLISHING A BUSINESS ENTITY IN MEXICO] 335
Therefore, the SRL structure may not be used nor allowed for an initial public offering through the Mexican Stock Exchange. Unlike the SA, the SRL cannot have industrial partners who contribute their personal work. 21 B. Mexican Securities Law ( LMV ) The LMV regulates three different types of stock exchange companies: (i) the investment promotion corporation ( sociedad anónima promotora de inversión ) (“ SAPI ”); (ii) the stock market investment promotion corporation ( sociedad anónima promotora de inversión bursátil ) (“ SAPIB ”); and (iii) the stock market corporation ( sociedad anónima bursátil ) (“ SAB ”) 22 . Pursuant to the LMV, the SAPI is not subject to the supervision of the National Banking and Securities Commission ( Comisión Nacional Bancaria y de Valores ) (“ CNBV ”) (which is the commission in charge of supervising public offering of stock in the Mexican Stock Exchange ( Bolsa Mexicana de Valores )), except when its capital stock or the securities that represent its capital stock are intended to be publicly traded and be registered in the National Securities and Intermediaries Registry ( Registro Nacional de Valores ) (“ RNV ”). According to the LMV, SAPIBs and SABs shall request the registry of the securities that represent their capital stock in the RNV. The LMV has a strict policy stating that, all 21 The SA may have the participation of industrial shareholders who contribute their personal work. 22 The SAPIB and SAB are considered as “ Public Companies ” pursuant to the LMV.
securities placed in the Mexican Stock Exchange shall be first registered in the RNV and approved by the CNBV. Mexican legislators created the companies abovementioned to encourage its participation in the Mexican Stock Exchange and created special regulations in order to maintain a controlled public offering of securities including stock or shares of a corporation. It is important to note that, according to the LMV, the abovementioned companies must follow the same incorporation process established in the LGSM for the SA. 3. The SAPI The SAPI is a corporate regime that used to contain several exceptions to the applicable regime for corporations according to the LGSM (no longer due to the amendments made to the LGSM published in the Federal Official Gazette ( Diario Oficial de la Federación ) on June 13, 2014). This corporate regime can be used in Mexico for corporations who intend to modify its structure from private entities to Public Companies. A SAPI may be initially incorporated as such or, as an SA and may adopt such modality later on; in such case, it shall have the favorable vote of the majority of its shareholders through an extraordinary shareholders’ meeting. The SAPI may provide in its by- laws the same agreements and provisions as provided in the SA. Furthermore, the SAPI is a more flexible vehicle legally located “in - between” an ordinary corporation regulated pursuant to the LGSM and what the LMV calls a Public Company, in other words, a company which stock is publicly traded. Pursuant to the LMV, the SAPI has the
ILN Corporate Group – Establishing a Business Entity Series
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