Today a decree that amends various articles of the General Corporations Law (“GCL”) was published in the official journal. The decree pertains to certain new rules as to the dissolution and liquidation process of enterprises in Mexico. The amendments are summarized as follows:
I. A new cause for the dissolution of enterprises is acknowledged by Mexican law, that is, “due to a court’s decision or a public agency’s order, pursuant to the reasons established by the applicable laws” (article 229 VI of the GCL).
The purpose of the above addition is to harmonize the GCL with other laws that entitle courts and public agencies to order the dissolution of enterprises, such as the article 422 IV of the National Code of Criminal Proceedings, that allows courts to instruct the dissolution of a company, in case that, its criminal liability is proven.
II. A new dissolution and liquidation proceeding of commercial corporations is established (article 249 Bis of the GCL), provided that the company interested in conducting such a proceeding meets the following conditions:
(i) It is formed by individuals;
(ii) the company does not have an unlawful corporate purpose;
(iii) It has published in the electronic system established by the Economy Department, the notice of registration listing the current company’s equity structure, at least 15 days prior to the meeting approving the dissolution;
(iv) It is not doing business and has not issued electronic invoices during the past two years;
(v) It is up to date in the compliance of its tax, labor and social security obligations;
(vi) It has no debts;
(vii) Its legal representatives are not subject to criminal proceedings due to the possible perpetration of a tax or patrimonial crime;
(viii) It is not subject to an insolvency proceeding (concurso mercantil);
(ix) It is not a financial institution.
III. The new proceeding for the dissolution and liquidation of a company will be conducted following the article 249 Bis 1 of the GCL, and more particularly:
(i) The dissolution resolution must be adopted by all the partners, stating under oath, that the above-mentioned conditions are met. The liquidator will be appointed by the meeting.
(ii) The Economy Department shall have broad authority to review the minutes of the dissolution and liquidation meeting, and as the case may be, it will send the minutes electronically for registration with the Public Commercial Registry.
(iii) Should the partners act deceitfully in the dissolution and liquidation proceeding, they will be held liable.
IV. New proceedings will be available to the partners and interested parties to request the registration or cancellation of a company’s dissolution at the Public Commercial Registry (article 232 and 236 of the GCL). This action does not apply for the special dissolution proceeding mentioned in point III above.
V. A new action will be available to the partners to request the revocation of liquidators for a major reason, in case that the company is dissolved by a court order (article 238 of the GCL). This action does not apply for the special dissolution proceeding mentioned in point III above.
VI. A new obligation is imposed to liquidators consisting of posting the liquidation balance on the electronic system operated by the Economy Department (article 242 of the GCL).
VII. Liquidators will have the option to keep the records of the company whether on printed format or by electronic means, optical means or by any other store technology, provided that the applicable official standard is followed, during a term of 10 years after the liquidation is finalized.
In case of the special dissolution proceeding mentioned in point III above, the term will be reduced to 5 years (article 245 of the GCL).
The above listed amendments and additions will become effective six months after the following day of its publication in the Official Journal.