[ESTABLISHING A BUSINESS ENTITY IN MEXICO] 336
possibility to list its shares in the RNV within a 10-year transition period, or before such term, if the amount of its capital stock at the end of the fiscal year exceeds an amount equivalent in Pesos 23 to 250 million UDIS 24 (approximately $117,106,975.88 25 Dollars 26 ), which allows the company to gradually adopt corporate governance practices, disclose policies and protect minority rights required for Public Companies to the LMV. In addition to the above, the CNBV, from time to time, will issue through official communications, general guidelines that will contain additional requirements and conditions that SAPIs will also need to comply in order to become Public Companies. 4. Main differences between SAPI and SA (i) Management
set forth under the LMV for such officers which are applicable to Public Companies regarding matters such as organization, tasks and responsibilities. If they do not elect such regime, then they will be subject to the general provisions of the LGSM. The SAPI that elects the LMV regime will not be subject to appoint a statutory examiner; however, it will need to have an independent external auditor and an auditing committee that carries out the examiner´s functions. It is important to mention that, pursuant to the LGSM, the management of an SA can be entrusted either to a sole manager or to a board of directors, as decided by the relevant shareholders´ meeting. The SA will not be subject to the “independent” requirements as it could be in a SAPI and therefore it is common practice that the shareholders of an SA are the members of the board of directors. The SA must appoint a statutory examiner pursuant to the LGSM. rights exceptions according to the LGSM, SAPI shareholders that hold ten percent (10%) 27 of the shares representing its capital stock with minority
The management of a SAPI shall be entrusted to a board of directors, and they may adopt for their management and surveillance, the regime contemplated by the LMV for Public Companies, except for the independence requirement for certain board members, which will not be mandatory in this case. If the SAPI elects such regime, the general manager (CEO equivalent), as well as the board of directors will be subject to the provisions
(ii) Minority Rights Regarding
23 “ Pesos ” legal currency of Mexico. 24 “ UDIS ” Mexican investment units, equivalent to $7.845090 Pesos, as of September 10, 2023. 25 Exchange Rate of $16.7477 Pesos for $1.00 Dollar, as of August 31, 2023. 26 “ Dollars ” legal currency of US.
27 In such cases, the 25% established by the LGSM, would not be applicable.
ILN Corporate Group – Establishing a Business Entity Series
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