Corporate legal considerations in Mexico: Shareholders Agreements Guidelines – Part II

Patricia June 10, 2026 0

By: Luis Gerardo Ramírez Villela

Shareholders Agreements can guarantee the success of smaller projects for those who are just starting out in the business world or for already established medium-sized companies that want to have gradual growth through new investors. Since the cost of starting new projects is generally high, a shareholder agreement allows both parties to share the burden of the project as well as the benefits resulting from it.

This type of agreements will regulate the commercial relationship of the parties and will have to regulate the corporate by-laws of the corporation, which shall include following matters:

1. The ownership and voting rights of the corporation's shares, including without limitation:

Restrictions on the transfer of shares, or the granting of guarantees over them;
Preferential rights related to the shares issued by the corporation;
Joint purchase and sale rights ("Drag-along" and "Tag-along"); and
Provisions related to the protection of minorities.

2. Control and management of the corporation, which may include, among others:

Power for certain shareholders to appoint members of the Board of Directors;
Impose supermajority voting requirements for “relevant matters” that are of key importance to shareholders;
Impose requirements to provide shareholders with accounts or other corporation information to which they would not otherwise be entitled by law; and
Creation of internal committees for business operation.

3. Dispute resolution mechanisms, such as a specific arbitration or mediation process.

Please note that all the terms and conditions of the shareholders’ agreement must be transcribed to the corporate by-laws (incorporation deed) to avoid any potential conflict in the future.

Also keep in mind that in all shareholder’s agreement you will need to determine the best type of corporation to be used, based on a due tax analysis and the nationalities of the shareholders – whether individuals or corporations.

Deja un comentario Cancelar respuesta

Corporate /Transactional

At Müggenburg, Gorches y Peñalosa we provide legal services in all aspects of corporate law practice. Our group of professionals in this area has years of experience providing services to both national and international clients, with the most diverse needs and the highest standards of demand and sophistication in the service. Among our clientele are leading companies in their sectors worldwide, such as automotive, cosmetics, hotels and tourism, food industry, aeronautical industry, computer programs and systems, suppliers of the oil industry, technology, among others.

We advise our clients on the constitution of Mexican companies (commercial and civil) and associations, attending to the needs derived from the industry and/or commerce segment in which they focus their activities and their medium and long-term plans, also providing services for compliance with the regulatory requirements that may apply, including those derived from direct foreign investment, economic competition and obtaining the necessary licenses and permits for its operation. Our services also extend to the provision of corporate services within the ordinary course of business of our clients, including advice on the preparation, review and negotiation of all types of civil and commercial contracts, and the custody, updating and maintenance of corporate books. . We also provide services related to the opening and management of branches in Mexico of foreign companies.

We represent national and foreign corporate and/or investment groups in the acquisition of, and/or merger with, Mexican business entities, and on other occasions we also represent acquired Mexican entities. In both cases, we provide legal audit services to foresee possible contingencies of the operation, locate areas of opportunity and help determine the value of the company to be acquired. Likewise, in representing the acquirer, we prepare the legal documentation of the operation (specifically contracts for the sale of shares and/or association, with all its annexes and accessory contracts), and we carry out their negotiation with the counterparty. Likewise, in these cases we participate directly in the processing and obtaining of any authorizations, permits, licenses and concession titles required for the operation of our clients, and we advise on notices and notifications to government entities, including notifications of resolutions and opinions of the Federal Economic Competition Commission.

We provide advisory services for corporate restructuring and reorganization, also including international corporate groups with a presence in Mexico. In these cases we have worked in coordination with groups of financial and accounting advisors both from Mexico and abroad, and we have coordinated legal audits of subsidiaries of entities acquired in several Latin American countries (Argentina, Brazil, Chile, Colombia and Peru, among others, with local legal advisers in each case).

We advise on operations of association in participation, "joint-ventures", preparation and negotiation of agreements between shareholders, merger and spin-off of legal entities, establishment of trusts of any type, constitution of guarantees on any type of property, repurchase of shares by of companies listed on the Mexican Stock Exchange, as well as in the structure of purchase option plans and other types of specialized corporate operations.

We also provide services for the development of mechanisms that allow the efficient and effective anticipation and management of potential conflicts between shareholders; in this regard, we have represented groups of shareholders of Mexican companies in the implementation of corporate actions to defend their interests against the rest of the shareholders and the Company itself on internal corporate control issues, generally in coordination with litigation areas in matters commercial and civil.

Depending on each particular project or operation, we rely on other specialty areas of the Firm, in order to provide comprehensive services, under the highest standards of quality and efficiency.

Mergers & Acquisitions

We provide services in acquisitions, sales, mergers, spin-offs, reorganizations and co-investments, representing national and foreign clients operating in various industrial and commercial sectors.

Restructuring (Corporate and Financial)

Müggenburg, Gorches and Peñalosa's restructuring practice includes representation of corporate debtors, hedge funds, in various industries, etc., in restructuring proceedings and bankruptcy equivalents (insolvency proceedings).