International affairs

MOSAIK intervenes, in particular, in Mexico. A foreign company intending to setup on Mexican territory for the purposes of carrying out regular business may opt for the comany form of its choice.

The subsidiary, from a legal standpoint, is a company setup in accordance with Mexican law and with a distinct legal personality, separate from that of its shareholders or partners. Therefore, it has the benefit of acting as a shield with regard to its shareholders or partners, whose liability shall, accordingly, be limited to the amount of their capital contributions.

The subsidiary may take one of the company forms established by the law “Loi Générale des Sociétés Commerciales” (general law on commercial companies), in particular, that of a general partnership, a limited partnership or a private company limited by shares, a limited liability company, a public limited company, a simplified joint-stock company or an investment development public limited company. The conditions of creation of all these companies are the same, with the differences existing relating to their type and means of exploitation.

MOSAIK shall assist you, in particular, to facilitate your incorporation on Mexican territory, in consideration of local characteristics such as:

• Mexican companies must be incorporated before the Mexican notary. Powers of attorney must be established for the shareholders/partners, which must be apostilled;

• The Mexican companies must have a minimum of two partners/shareholders (except for the simplified joint-stock company which may have only one shareholder and the limited liability company which may not have more than 50 shareholders);

• It is not necessary to have a Mexican shareholder/partner;

• The control body may either be a Mexican individual, or a foreign individual. It may include either a board of directors/board of managers or a single director/single manager;

• It is mandatory to hold a resident visa in order to have full powers of attorney on the territory;

• All the companies are subject to corporate tax at the same rate.

Furthermore, all Mexican companies, commercial by form, must keep accounts and retain the corporate and accounting documentation. The fiscal years shall coincide with the calendar year, with the exception of the first fiscal year, which begins on the date of incorporation to the 31St of December of the same year. In the event of liquidation or dissolution, the fiscal year shall begin on the 1st of January and end on the date of cessation of activities.

The representation of any commercial company shall be assumed by the board member or board members who, in principle, may carry out all the operations relating to the corporate purpose, unless statutory limitations are applicable. However, the powers of the board members must be expressly conferred by the general meeting of the shareholders or partners or by the administration body and must be authenticated before the notary and registered on the public trade register, if it concerns general powers of representation.

The distribution of profits and losses, unless provided otherwise in the by-laws, shall, in principle, be made in proportion to the amount of contributions made by each partner or shareholder. However, no distribution of profits may be made for a fiscal year if unresorbed losses exist for one or several previous fiscal years and only after approval of the corresponding balance sheet by the general meeting of partners or shareholders. 5% of the net profits to be distributed must be assigned to the formation of a legal reserve fund, capped at 20% of the amount of the share capital.

The most common form of company forms used in Mexico is a capital company (limited liability and public limited companies), contrary to individual companies (partnerships, limited partnerships for the general partners), and, with regard to these companies, they imply an unlimited and several liability of their shareholders.

MOSAIK shall accompany you in the choice of the company form that is the most appropriate for your needs. We may also assist you with the following procedures:

• Establishment of powers and accompaniment to obtain the apostil in France from the relevant court of appeal;

• Advice in immigration law to define the most appropriate visa in consideration of your personal situation;

• Advice in labor law to verify the relevance of your expatriation agreement/local secondment agreement;

• Follow-up with our certified translators for the translation of powers of attorney;

• Drafting and signature of the company’s by-laws, establishment of securities and share registers;

• Follow-up with the Mexican accountants in order to obtain your tax identifier and electronic signature;

• Registration and follow-up of the trademark;

• Ensure the compliance of the newly created company in labor law, in particular, for the drafting of standard employment contracts and the implementation/registration of the internal regulations.

We shall accompany you regularly with the drafting of your general terms and conditions of sale, with the negotiation of commercial agreements with your future partners (lease agreements, local or international sales agreements, supplier agreements, services agreements, license agreements, commercial agent agreements, commission agreements, international transactions; due diligences; credit lines; promissory notes etc.), and with the termination of commercial relations. We are also able to offer you debt recovery solutions (formal notices).

We offer advice for sub-contracting in order to secure your operations and implement the most appropriate strategies.

We shall regularly assist you with the management of labor law issues: hiring, dismissal, resignation, contractual termination, settlement agreements, NDA, PTU (profit-sharing and incentive agreements), remote working, working duration, standard compliance, specialized services agreements etc.

We also assist companies with regard to personal data, through the implementation of their confidentiality policy and to manage data transfer issues.

MOSAIK shall also assist you with company and commercial law, for the drafting of:

• General meeting minutes and unanimous shareholder resolutions;

• Resolution of the board of directors/sole director;

• Delegation and revocation of powers of attorney;

• Increase / reduction of share capital;

• Change of shareholders: share assignment agreements, registration on the National Foreign Investments Register;

• Shareholder agreements.

We shall put you in contact with the best accountants and statutory auditors on the market in order to assist you with the management of tax issues (to obtain your Tax ID/tax identifier and your electronic signature in order to be able to issue invoices, registration on the Mexican Social Security Institute, approval of accounts etc.)

MOSAIK shall also intervene to accompany foreigners for the purchase of real estate in Mexico, in particular in restricted zones (zona restringida) and to obtain trusts from banks and legal advice “Ejidal”.

MOSAIK has accompanied numerous projects for international groups, small-to-medium business and medium-sized business in the following sectors:

• Metallurgical industry;
• Pharmaceutical industry;
• Medical equipment;
• Bio-cosmetics;
• Automobile industry;
• Technology;
• Travel;
• Advertizing;
• Foodtech;
• Factoring;
• Security;
• Education;
• Company projects;
• Fintech;
• Services to companies;
• Marketing;
• Audiovisual;
• Importation of assets.