Derecho Mercantil

Daniela García Hoffmann

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Commerce Law
Definition
- Is the Branch of private law that rules the commerce acts, the organization of
societies, the individual and collective merchant activities, and all the
business that are done with commerce things.
- Is the system of judicial norms who establishes its limits of application by the
qualification of commercial trade given to certain acts and rules them and the
profession of the ones who makes them in a regular way.

Backgrounds
1. Greece-
− Rodias law: maritime law,
− Derecho de la Echazon (right of a capitain to throw away the
merchandise)
2. Rome-
× Actio institoria: right to demand the responsibilities in wich the
administration would incur in any time
× Actio excesitoria: right to demand the responsibilities in wich the
captain would incur
× Nauticum foenus: president of the maritime insurance, when the owner
asks for a lone for a ship, with a condition for the ship to return safely,
then the lone and interests have to be paid. If not, the lone alone is
paid.
× Lex Rhodia Lactu: uses and custos of maritime law
3. Backgrounds that exceeded its place of origin
Consulates: guilds (gremio)

Guilds Universities Consulates Consul Solve Resolutions Ordinances

4. Mexico
o Código de lares: local way, doesn´t apply to the whole country
o Ordenanzas de Bilbao
o 1857- commerce matters will be federal 1889- today (Código de
comercio)
Sources of law
• Legislative process
• Customs
• Jurisprudence: interpretation of the law
• International agreements/ treaties:
• Doctrine: studies about the law, jurists make them
• PGD: Principios Generales del Derecho
Lo accesorio sigue el principio de lo principal
Primero en tiempo, primero en derecho
Nadie esta obligado a lo imposible
Lo que no esta prohibido, esta permitido
El que afirma esta obligado a probar
La ignorancia de la ley no incluye su incumplimiento
El poseedor se presume propietario

Juridical Acts
Juridical act in an expression of will intended to have legal consequences
- The absolutely civil acts: will always be ruled by the civil law, marriage,
adoption, will
- The absolutely commerce act: is always ruled by commerce laws, for example
insurance, promissory
- The conditioned commerce acts are those that will be ruled by commerce law
depending in the act, the subjects, the object, or the purpose of the act.

Persons
Mexican law recognizes two kinds of persons
1. Natural persons- persona fisica
An individual human being, aptitude of being object of rights and obligation,
human rights come implicit, natural person exist since the moment is born
until the moment of death.

2. Juridical person- persona moral:

Is a non-human legal entity. Authorized by law with rights and obligations.
Made by the joint of more natural persons.
Sociedad por acciones simplificadas
 Legal Personality
Legal personality is the attitude or qualification of being object of rights and
obligations
• Attributes

Natural Person Juridical Person

Capacity • Enjoy (capacidad de • Enjoy
goce) Creation- Elimination
Born-Death • Performance /Exercise
• Performance/Exercise Depends on the social
(+18) object

Name Made up by the name and a) Denominacion social

surname (appellation)
Distinguish it from another ones Related to the social
Link or bound object of the moral person
Birth Certificate Name created from the
imagination
- Rectificacion de motores
S.A de C.V RALEX
b) Razon Social (business
name)
Surname of the societies
- Garcia Lopez y asociados

Constitutive act/document
Nationality Gain by Created and established
1. Born in a country: according to Mexican laws, have
ius soldi / uso de suelo their activities in Mexican
territory
2. Naturalization: us
sanguini

Patrimony Package of rights, own and - Amount of money the

Assets obligations cuantified or not in parterns contribute to the
money society and profits
obtained during the
operation
- Gives a limit to the
economic responsibility of
partners
- Will only be responsible to
the amount of their
contribution
Marital status a. Single
b. Married
Adress Where the person lives Where the business is
established

Commerce act
All the acts that are done by merchants and societies trying to get a monetary
speculation and has to do with merchandise things. Try to have an economical profit

- Art 75: la ley repute como acto de comercio:

1. Todas las adquisiciones, enajenaciones y alquileres verificados con propósito de

especulación comercial, de mantenimientos, artículos, muebles o mercaderías, sea en
estado natural, sea después de trabajados o labrados;
2. Las compras y ventas de bienes inmuebles, cuando se hagan con dicho propósito de
especulación comercial;
3. Las compras y ventas de porciones, acciones y obligaciones de las sociedades mercantiles;
4. Los contratos relativos y obligaciones del Estado ú otros títulos de crédito corrientes en el
comercio;
5. Las empresas de abastecimientos y suministros;
6. Las empresas de construcciones, y trabajos públicos y privados;
7. Las empresas de fábricas y manufacturas;
8. Las empresas de trasportes de personas o cosas, por tierra o por agua; y las empresas de
turismo;
9. Las librerías, y las empresas editoriales y tipográficas;
10. Las empresas de comisiones, de agencias, de oficinas de negocios comerciales, casas de
empeño y establecimientos de ventas en pública almoneda;
11. Las empresas de espectáculos públicos;
12. Las operaciones de comisión mercantil;
13. Las operaciones de mediación de negocios mercantiles;
14. Las operaciones de bancos;
15. Todos los contratos relativos al comercio marítimo y a la navegación interior y exterior;
16. Los contratos de seguros de toda especie, siempre que sean hechos por empresas;
17. Los depósitos por causa de comercio;
18. Los depósitos en los almacenes generales y todas las operaciones hechas sobre los
certificados de depósito y bonos de prenda librados por los mismos;
19. Los cheques, letras de cambio o remesas de dinero de una plaza a otra, entre toda clase de
personas;
20. Los vales ú otros títulos a la orden o al portador, y las obligaciones de los comerciantes, a
no ser que se pruebe que se derivan de una causa extraña al comercio;
21. Las obligaciones entre comerciantes y banqueros, si no son de naturaleza esencialmente
civil;
22. Los contratos y obligaciones de los empleados de los comerciantes en lo que concierne al
comercio del negociante que los tiene a su servicio;
23. La enajenación que el propietario o el cultivador hagan de los productos de su finca o de su
cultivo;
24. Las operaciones contenidas en la Ley General de Títulos y Operaciones de Crédito;
25. Cualesquiera otros actos de naturaleza análoga a los expresados en este código.
 - Especulación: ganancia económica

The Merchant
Natural person: persons that having the legal capacity to perform commerce, do it
as their regular activity
Juridical person: societies establishes or created according the commerce laws

Obligations
1. Registration in the Registro Publico del Comercio. The documents wich
authenticity must be notorious. Constitutive act
2. Keep accounting system according to the art.33, will have the right of deciding
the kind of accounting he will have, as long as reunites the requirement
contains in the law
3. Keep and preserve all the mail that is related t the activity of the merchant

Natural persons disable to perform commerce

• Incapacity: those who are diminished or disturbed in their intelligence, those
who suffer physical, psychological, or sensory illness or from an addiction to
any harmful substance.
Legal incapacity – it can be accuired
Natural incapacity – since the moment they are born to when they turn 18
• Incompatibility: if a company changes their activity, it will be able to perform
commerce
1. Public broker – corredor público: helps with commerce matters
2. Public notary – notario público: public faith, civil and commercial acts
3. Custom agents- agente aduanal: treat merchandise coming from another
country
4. Judicial officer- funcionario judicial: in charge of gining justice in
commercial matters
• Prohibition: there is no punishment for the persons if they perform commerce.
Normally commerce law is imperfect because of this non punishment.
a. Non rehabilitated bankruptcy
b. Sentenced for crimes against property, theft, fraud, trust abuse: are not
allowed to perform commerce
• Limitation: the law regulates the kind of activities that foreigner can perform
according to their legal situation in the country
1. Tourists- for a short time
2. Visitors- a long time for a specific matter, academic, sports, etc.
3. Immigrants- the ones that have the intention to stablish in that country. To
perform commerce, they need a special permission.
 4. Immigrated- the one who have stayed for a long time, more than 5 or 10
years. They can perform commerce in any way they want.

Trade assistants
1. Non depending from the merchant. Freelance.
• They don´t have to follow any orders
• They aren´t in the payroll
• They decide if they accept the job or not
Brokers (corredores – public and private: public faith, mediators, counselors,
give assessment, valuate experts (peritos valuadores), arbitration, create
societies.
Trade agents- insurance, trips, customs, intermediary in the stock market
(bolsa de valores)
Commission agent- comitente (the one who gives the order) and comisionista
(performs the acts)
Public accountants
2. Depending from the merchant
Managers and agents – factores o gerentes: the one who are in charge of
directing a commercial establishment in representation and under the orders
of the owner.
Dependents- dependientes: contact with the customers, salespeople
Private accountants: the ones who work only for one merchant
Travelers and sales agents: natural persons that are in charge of looking for
business and promoting the products or services of the merchant.
All the other employees of the merchant: do not have contact with the
customers
Commisionist Sales agent
- Independent - Depends on the merchant
- Works for many persons - One boss
- Doesn´t have a schedule - Has a stablished schedule
- He gives bills (facturas) - Receive a salary and a
commission
- Has to do the job
The Enterprise
Set of people and things organized by the owner, in order to carry out an onerous
activity, usually lucrative production or exchange of goods and services for the
market. BARRERA GRAFF.
Economic unit of production and distribution of goods and services. LEY FEDERAL
DEL TRABAJO.

Kinds
- Private
- Public
- Combines

Elements of the enterprise

1. Material, tangible: occupy a place in the space, touchable
Movable
No movable
2. Intangible, non-material:
• Clients
• Intellectual property rights (derechos de propiedad industrial): a set of
prerogatives that the creators of a product or industrial processes or
artistic or literary works enjoys exploding them exclusively.
- Industrial property rights: prerogatives of excusive exploitation
enjoyed by the ones who create the product or procedures. Protected
by patents, licenses, registration, industrial secrecy (secreto industrial)
as well as the repression of unfair competition.
▪ Inventions- any transformation of energy or matter made by
human action (art15- ley de propiedad industrial)
▪ The utility model- a transformation in an existing product (art
28). The suitcases that before they didn´t roll and now they do.
▪ Industrial design- ornamental matter. Coca-Cola, a specific
model exclusively for an enterprise, tridimensional.
▪ Brands- (art 88) perceivable sign that distinguishes a brand
from the others.
▪ Commercial notice- (art 100) phrases that remind you to a
brand. Just do it!
▪ Trade name- (art 105) the name of a brand and the exclusive
use of it.
▪ Designation of origin- (art 156) produced in a similar
geographical area.
- Copyright: derechos de autor, recognition that the government or the
state gives in favor of all creators of literary or artistic works. The
 protection is granted so that the author can enjoy it exclusively. This
enjoyment is from a patrimonial character.
▪ Moral rights- rights of the name, the addition, publication,
conservation, and integrity. Recognition.
▪ Patrimonial rights- the amount of money an author has the right
to become for the production or use of its work.
3. Personal elements: the personal value of an enterprise, quality

Mercantile Societies
Constitution of a society
-A contracts for the partners agreed to combine their interests, knowledge and
assets in order to perform a special objective or purpose and this contract is called
constitutive act. From which a legal entity is created.
C.A – organizational contract
Requirements
1. Personal- people
Partners: name, nationality, place and date of birth, age, marital status,
activity, address, document of identification, RFC.
Clausula Calvo- every foreigner within the act of a constitution of a a
society or after takes part or participates in the stock of a Mexican society
agrees that in case of controversy will not call for the protection of its
government under the penalty that if he does, he will lose his participation
in benefit of Mexican nation.

• Societies:
Foreigner clause- admission or exclusion of foreigners with or without
limitations.
Exclusion
 Direct- no foreigner can be partner
 Indirect – if a society has admission of foreigners, can´t be part of
a society

✓ Name / Social Name: “Verano 2020”

✓ Address Personal
✓ Duration requirements
✓ Corporate purpose- “Solar Cells” of the society
Objeto social, activity of performance
 2. Real
• Social stock- capital social: set of contributions made by the partners
and constitutes de max amount of liabilities of the society against its
paricy.
• Reserves
I. Legal (mandatory) : reserve legal. 20% of the social stock. Made
by the 5% of the accumulated profits.
II. Statutory reserve: decision of the partners
• Contribution of the partners: money, assets, part of the social stock.

3. Functional requirements
- Administration system, naming the administrators
× Sole administrator
× Council of administration- odd number of administrations

- Liquidation system: It’s procedure and naming the ones in charge of it

- Distribution of profits and losses: depending on the contribution of the
partners
- Dissolution cases:

Procedure for constitution of a commerce society

1. Agreement of the future partners
• Name
• Commercial purpose: objeto social the objective for the society
• Amount of contributions

2. Permission of the “Secretaría de Economía”

• Name: 3 options in case of repetition of names
• You have to use it before 90 days

2.1 Admission or exclusion of foreigners

3. Constitution in front of a public notary or a public broker: big amplitude,

guide to where the business is going.

Registration in:
a. Registro publico del comercio
b. Registro federal de contribuyentes
c. Sistema de información empresarial mexicano
 d. Registro nacional de inversiones extranjeras- if there is a foreign investment

Legal personality
A society will have legal personality if it went through the whole constitution
process
- Registered in the RPC
- If not registered, act as a society or externalize or appears as a society in
front of third parties
- Have or not constitutive act, but they appear as a society if front of the third
parties

*Irregular societies. All societies that have not gone through the process of
registration.

Irregular societies
Consequences:
- The administrator will be responsible in 3 ways

1. Solidary- face the obligations in the same way of the partners

2. Subsidiary- once that the society has finished paying the debts, it will
continue with the contributions of the partners.
3. Unlimited- when they go to the personal assets, there is no limit in the
asset responsibilities.

- Partners (guilty and non-guilty)

- Can´t finish bankruptcy or ask for payment suspension.

Sleepy societies / Sociedades durmientes

Have completed the procedure, however it has not come into the act

Partner status
- Rights
• Patrimonial:
∞ Main-right of receiving profits. The amount of payment will be
proportional to the amount of share in the capital stock. The
assembly will decide how are the profits going to be divided.
Liquidation quota
∞ Accessories- right to sell the share of a partner.
 “Derecho del tanto”: the obligation of a partner to offer its shares
to the partners. If none of them are interested, the offeror can
offer the shares to a third party.
*share-acciones

• Corporate / partners:
∞ Administrative- right to be able to assist to the assembly. Also,
to participate in naming the administrator or the council of
administration and approving the annual balance.
∞ Surveillance- an external person that keeps an eye on the
administrator’s activities. That comes with who is going to be
the commissary (accountants or actuaries).
- Obligations
• Patrimonial: money
∞ Main: to pay the amount of the share a partner has to the society
and to respect the number of shares regarding the profits and
losses.
∞ Accessories: respect the decision of the majority of the partners
whatever it is.
• Corporate: shares
∞ Administrative: attend to all the meetings or assemblies of the
partners. Moreover, if a partner is decided to take part in the
administrator council or it is going to be the sole administrator,
it must perform it.
∞ Surveillance: to name the administrator of the society

Kinds of societies
• Civil Association – Association civil: ruled by civil law. The one in which
the partners oblige each other to combine their resources or efforts for
the accomplishment of a common purpose that is not prohibited by law
and doesn´t have predominantly economic character. They get
together for a LONG period of time.
(Religious, sports, political, cultural)
• Civil Society – Sociedad civil: ruled by civil law. The one in which the
partners oblige each other to combine their resources or efforts for the
accomplishment of a common purpose predominantly economic. It
doesn´t constitute commercial speculation.
(lawyer firms, accountants, architects)
• Mercantile society/Commerce society – Sociedad Mercantil: ruled by
commerce law. When two or more persons oblige over a contract to
combine their resources and efforts for the agreed group of people that
stablishes a unit different from each one of the individuals with the
 purpose of accomplishing one or all the objectives of the society. They
look for economic speculation.

Societies classification
 Persons societies: they care about the persons. Solidary, subsidiary, and
unlimited responsibility. The administration will be kept by the
partners. They can decide that if the heirs of a dead partner can
or not can be member of the partnership.
Sociedad en comandita simple

 Capital societies: they care about the capital stock. The capital that a partner
is more important. The responsibility is limited to the amount of
the contribution of the parter.
Sociedad Anónima
Sociedad de responsabilidad limitada- mixed

Social objetive
- Limit the activity of the society
- Stablishes the sphere of activities in which the social stock can be invested
- Limits the competence of acting of the social authorities
- Sets the faculties of the representatives of the society

Social stock
Is the amount of money the society will have to perform his social objective. Stock is
the whole of assets that a person or entity own.

Kinds of stock
a. Minimum stock: the stock stablished by the partners at the moment the
society is created
b. Issued stock (capital emitido): the amount of authorized stock that by
agreement by the general meeting of shareholders will be offered to the
partners third parties for subscription. No owner
c. Subscribed stock (capital suscrito): the total of contributions that the partners
have committed to do to the society. This is also the sum of the value of all
the shares. Authorized and has owner.
d. Paid stock (capital pagado): the sum of contributions effectively made by the
partners.
e. Fixed stock (capita fijo): the amount of money that in case of a variable stock
society, cannot be retired.
f. Variable stock (capital variable): the amount of money that can be retired by
the partners. C.V
 g. Social patrimony (patrimonio social): the sum of all the assets held by the
society at a given time. It is also the set of goods, rights, and values that the
society owns in a specific period time. All the parts of a balance sheet.

Contributions
• Industrial- the work or the service that the partners contribute to the society.
The knowhow.
• Capital: will always be in money or cash
• Species: assets
 Mobile : machinerie, trucs, merchandise, etc.
 Non-Mobile: factory, piece of land, building, etc.
 Rights: patents, copyrights, brands, industrial designs, etc.

Societies Administration
1. Sole administrator-
2. Council of administration –

Functions of the administration

- Fulfill the corporate objective by the faculties given by the partners
- Fulfill the decisions taken by the partners
- Represent the society
- Agreements
- Contracts
- Rights and obligations
- Delegate faculties and representation
- Firma social: the signature of the society

Utilities – reparto de utilidades

• Capital partners- proportional
• Industrial partners- 50% of the profits regarding its own participation (no
losses)
• First ) cover losses and the remaining among the partners

Legal reserve
a. Mandatory
b. Different amount in each society
c. It isn´t an increase to the social stock
d. Partners can demand its creation and in
Causes of dissolution of a society
1. Expiration of the term established in the social contract
2. Impossibility to continue performing the principal objective / purpose or for
being completed
3. Partner’s agreement
4. Number of shareholders is under minimum that the law establishes, or reunite
in only one person
5. Losing 2/3 of the social stock
6. By judicial or administrative resolution by the courts, according to the causes
included in the law.

Variable capital society

A modality that a mercantile society can adopt in accordance with it there would
be able to increase or decrease their social stock through the procedure that
stablishes the constitutive act without having to modify it.
- Increase: subsequent contribution of the partner to the society
Variable stock: increasing the nominal value of the shares with the already
existing partners. Also increasing the number of shares.
• Virtual- no real increases or external contributions, but there are
changes in the items that conform the social stock.
1. Conversion of liabilities into capital
2. Capitalization of retained earning- capitalizacion de utilidades
retenidas
3. Capitalization of the reserves
4. Conversion of obligations into shares
• Real-
1. Contributions in money of the partners
2. Contributions in goods or assets
3. Increasing the number of shares
4. Increasing the value of the shares.
∞ Admitting new partners:
∞ Merging with another society:
- Decreases
∞ A partner leaves the society
∞ A partner has done illegal acts, so the bord can exclude him
∞ High amount of taxes to pay, because of a large capital stock
• Virtual
1. Elimination of the loses of the company, absorbing them with a part
of the stock
2. Releasing the unpaid stock
 3. Revaluation of the social stock
4. Cancelation of the unpaid shares
• Real
1. Return the money to the partners
2. Decreasing the value of the shares
3. Decreasing the number of shares
4. Reduction of shares. (amortization de acciones)

Procedure to make a reduction

1. It is a decision of all the partners in a general assembly
2. Reduction must be done by release granted (liberación concedida): giving the
money away, cancel the shares
3. Reduction must be published in the “Registro Electronio de la Secretaria de
Economia”
- 5 days to oppose to the reduction of the capital

Books
- Every change must be here
- Registration of all that happens within the company

Sociedad de responsabilidad limitada (art.58-86 LGSC)

- Do not have shares - No tienen acciones
- Denominacion o Razon social (S de RL)
- Min 2 Max 50
- Partes sociales en vez de acciones
- Partner society
- Constitution if front of a public notary o public broker
- The stock has to have owners- 100% stock has to be subscribed stock
- Pay 50% of the participation
- Specie: 100%
- Retirement: derecho del tanto
- The death of a partners can be a cause of the dissolution of the society
- Take care about the partners
- Co-ownership of the social parts
- Increase: obligations of the partner to fulfill
- Corporate book
- Administration is only kept by the partners
 Organos sociales- assembly: made in the address of the society, call to the
meeting, correo certificado: certified mail. A traves de la oficina de correos. Se
paga para que la persona firme y certifique que lo recibió, 8 days of anticipation.
- If a partner cannot go to the assembly, it can send its vote per certified mail.
Asembly: day and time, name of the person that is making the convocation, topics
to discuss, signature,…..
 Topics: discussion of the annual balance (in the first 4 months)
according to the financial year (jan-dic), decide to give away the profits,
approval or disapproval of managers, surveillance council, important
decisions, supplementary constributions, demand payment of the
shares of a partner, modifications to the constitutive act, selling of the
contributions, dissolution of the society.

 Obligation to have at least 1 assembly a year in the firsts 4 months of

the year.
• Ordinary (once a year), first convoque-50% of the stock present in the
assembly in order to start it, second convoke- will start with x numbers
of partners and the decisions are taken by majority. COMMON
TOPICS
• Extraordinary (urgent matters), any time, qualified quorum, 75% of the
stock has to be present if they are going to talk about the constitutive
act or decide anything about the manager, 100% decisions about
changing the corporate objective of the society or increase the
contributions of the partners. IMPORTANT MATTERS

Sociedad anonima
- Social Denomination + Acronimus (S.A) = ALWAYS

Constitution
1. Simultaneous: partners go in front of a public broker. NORMAL
2. Public subscription: ONLY FOR A S.A
× Founders – keep a certain right: BONO DE FUNDADOR , amount of
money of the profits for 10 years
× Future status program- future partners
× Signature of the program – initial contribution: first sign
× 1 year to recollect all the contributions
× Once they have all the contributions, they make a general constitutive
assembly: second sign
 × Constitutive document will be taken to a public Notary or broker and
follow the constitutive process
× If they don’t get to reunite all the partners and contributions in one year,
the founders will give the money back and the society wont have
effects / consequences.

Name
1. Under a social denomination
2. Partners are responsible only for the amount of their contributions
3. Social stock is represented in shares
4. No minimum capital
5. Min 2 partners, no maximum
6. Capital society
7. At its constitution all the stock must be subscribed and payed at least 20% in
cash. Other kind of contributions 100%
8. The share is the document that represents the participation of the partner
must be registered in the book.

The share
∞ Credit title- a cheque
1. To the brewer: al portador
2. To the order: a la orden, the name of the person.
- Give away
- Endorsement
- Registration of the new partner in the book
∞ Necessary to execute the literal rights that it contains
∞ Must be registered in the book

Administration
The board decides
1. Sole:
2. Council:
• President- have the decision vote
• Secretary
• Treasure
• Director
• Vocal
• Manager- they help the council to perform the social objective
- They have to guarantee their function – fianzas: amount of money.
- Can name a delegate to perform a specific activity.
 - Legal representative: will always be proxy (apoderado), they are used to
represent the society out of the company. He can´t work within. (Pleitos y
cobranzas)

- Requirements
➢ Named by the partners/ shareholders
➢ Can be an external from the board
➢ Guarantee their performance
➢ Must not be disabled to perform in trade
➢ They have to do their job in a personal way,
➢ The 25% of the board have the right to name an administrator of the
council of administration.
➢ 10% the partners que se cotizan por bolsa have the right to name an
administrator

- Responsibilities
 Verify that the partners have given their contributions
 Dividends
 Accountancy
 Accomplishment of the agreements made by the board
 Perform or give away the annual financial report (15 days before the
assembly, they give it to the commissar)
 Justify the variations of the society
 Suggestion of the policies to follow
 Emit the statement of income (estado de resultados)

Legal representative VS proxy

Surveillance- Commisar
Requirements
▪ Natural person
▪ Must not be disabled to perform trade
▪ Must not be an employee of the society
▪ Should’nt be a relative to the administrator in straight line with no limitation of
degree of collateral up to the 4th degree and by affinity in the 2dn degree.
Function - responsabilities
× Voice but without vote in the assembly
× Has the power to make the call for the assemblys
× Include in the agenda the topics during the assembly
Obligation
➢ Guarantee of the performance
➢ Report of the financial status
➢ Perform the surveillance activities

Organos sociales
1. Assemblies
- General constitutive assembly: constitutive document to take it to the broker
o notary
- General ordinary assembly
o A call by the sole or council administration or the commissary has to be
made in order to celebrate an assembly. Or the partners who have min a
33% of the shareholders.
Exeption:
o Only one partner can make the call if and only if the assembly has not
been celebrated in two years.
o 15 days before the assembly, the convoke has to be done + upload in the
Sistema electrónico de la secretaria de economía.
o Judicial way to make the law to be accomplished
o In the assembly- Partners + comissary(no voice) + administrator =
assembly

▪ 1st call- 50% capital stock and the decisions will be made by majority
▪ 2nd call- present capital stock and the decisions will be made by
majority

Topics:
 Name a commissary, administrator or council of administration and
their payment
 Emoluments
 Typical matters
 Administration/ approval /denial/ etc of the report made by the
commissar
 - General extraordinary assembly: specified matters
▪ 1st call- 75% of the stock and the decisions will be taken by majority,
only and only if this majority is over the 50% of the capital
▪ 2nd call- 50% of the stock and the decisions will be taken by majority.
The matters are about the f
Topics:
 Extension for the life of the society: they have to perform this
decision before the time has ended
 Early dissolution of the society
 Increase or decrease of the capital stock
 Merge with another society
 La emission de acciones privilegiadas
 Amortization by the company by their own shares
 Emission de obligations, emission of bonds: when a company
needs money, it can emit this. Then the credit is sold, with the
condition of paying an amount of interest every 3 months. The
credit holder will become a partner. A bond holder are creditors and
can be present in the assembly.
 Modification of the constitutive act

 Changing the corporative object of the society

 Change the nationality
 Transformation of the society: eg, from Sociedad de
responsabilidad limitada to a Sociedad anónima.

 If a partner is not agreeing, he has the right of with rubble

(derecho del retiro).

- Special assembly: for specific kinds of shares, for example- for the bonus of
the funder

Sociedad por acciones simplificada

Definition
Objective
Characteristics
They look for
× Mediation:

Restricions
Requirements
Constitution
Ventajas
Desventajas
• Look for another partner

Cooperative Societies- Sociedades cooperativas

They have their own legislation – ruled by the Law of Cooperative Societies (Ley de
Sociedades Cooperativas)

Definition
Is a form of social organization made up by individuals based on common interests
and in the principles of solidarity, self- effort and mutual help, with the purpose of
satisfying individual and collective needs, through the realization of economic
activities of production, distribution and consumption.
o Help each other more than have an economic benefit
o They exist only under a social denomination
o Corporative object- objeto social
o A general meeting to sign the constitutive act and then go in front of a public
notary
o They can decide which is the fiscal year

Requirements
- Contribution certificates – certificados de contribucion: document that certifies.
 All have the same value,
 the name
 Cannot be divided
 Allowed to give heritage the contribution of a partner
- Only natural persons
- Partner can be part of another society
- The partner has only one vote
- Variable capital
- Equal rights partners for male and female partners
- Indefinite duration
 - Minimum 5 partners (25 partners if the society is from savings and credit)

Constitutive act
1. Administration
2. Surveillance
3. General data
4. Go in front of a notary for the constitution

Constitution
General assembly that the interested parties celebrate, and document will be drawn
up with
a. General data
b. Name of the persons elected to join first time for council and commission
c. Constitutive bases
Partners must prove their identity
Legal personality: in the moment, the constitutive act is signed, the law recognizes
legal personality

Registro Público del

Meeting Notary
Comercio

After constitution
Must be registered in the Registro Publico del Comercio and adopt two kinds of
regimes
a. Limited liability- responsabilidad limitada. The partners are responsable for
their constributions
b. Supplemented liability- responsabilidad suplementaria,up to the amount they
agreed, the responsibility is called a (prorrata)
Starts since the moment of the registration
Solidary and subsidiary responsibility before the registration

Kinds of cooperative societies

 1. Consumers of goods and services: those members associate with the
purpose of jointly change articles, goods, or services for them, for their homes
or the production activities. (Sindicatos)
2. Producers of goods and services: those in which members (employees)
associate to work together in the production of goods and services
contributing with the personal, physical or intellectual job and this societies
doesn’t matter which activities they are performing. They are able to store,
preserve, transport and market their products. The partners perform the jobs.
(Pascual Boing).
3. Savings and credits / loans:
 Saving- receiving and catchment of resources through money deposits
from the partners
 Loans- giving the received resources among the members with the
payment of interest
 Caja cooperativa, de ahorro, comunitaria, cooperativa de ahorro y
prestamo

Organization/social organs
- General assembly: made up with the partners, maximum organ, make all the
agreements and decisions. Oblique all the partners
1st Convoke
× At least 7 days before
× Fixed in a visible way: best way- in the entrance of the society
× General topics
× Published in a newspaper or social media
2nd Convoke
× 5 days before
If a partner can´t go and he knows the topics, he has to sign it with two
witnesses and send its vote with another partner
- Council of administration
 The named one will have the administration for 5 years
 Named managers, commissionist
 Can be re-elected by the vote of 2/3 of the general assembly
 Made up by president, secretary and vocal
 Could be a sole administrator, but the common rule is to have a council
of administration
 The council has the representation of the society and the social firm
- Surveillance council:
❖ In charge of keep an eye for the administrator
❖ Odd number of participants
❖ No more than 5 members
- Commissions and committees: only for savings or credits
o Special commissions and comitees
 Credit committee
Risk committee
o Director
o Internal auditor

Profits= yields (rendimientos)

Contributions
- Money
- Work
- Goods or specie
- Rights

Funds
 Reserve funds- 10% or 20% of the yields of the society
 Social prevision (Prevision social)- covering the risks of the partners, for
health, sports activities, care centers for children.
 Cooperative education- for the children to have education

Transformation of a society
- 5 million yields
- When the partners decide to change the type of society

1. Requirements
• Accorded or agreed in an extraordinary assembly
• Registeres in fron of a notary in order to certify the transformation
• Registered in the RPC
• Effects 3 months after the registration

Dissolution of societies
Situation in which the society loses its juridical capacity for the fulfilment of the
purpose it was created, and only continues for solving the previous links or
commitments made by the society with third parties, by the society with the partners,
or among the partners.
Is the previous step to the settlement / liquidation of it. Not always.

Kinds of dissolutions
 a. Partial: the society keeps existing, dissolution of the juridical bond that links
one or more of the partners with the society.
DERECHO DEL RETIRO
Causes of partial dissolution
× If a partner is not paying the amount of his contribution
× Commit fraudulent acts against the society
× One of the partners is not able to perform trade
Effects
• Administrators will not be able to perform new activities in name of the
society
• The administrators are responsible for the dissolution. Pass to desolators
• The bond among the partners will continue to exist.
• The creditors can be paid their credit
• The government receives more taxes

b. Total: when the society keeps the juridical bond with the partners. Is the
previous step before liquidation.

Causes of dissolution
o Lose of 2/3 of the stock
o Social contract expires
o Agreement of the partner
o Fulfillment of the social object
o Number of partners go below the law
o Impossibility to operate
o Call of an authority
o Bankruptcy
o Merging with another society
o When the society splits
o Partners, administrators, commissars, creditors can ask for dissolution
o Illicit acts

After dissolution what can happen to the society

1. Settlement
Consequence of main activities done by the liquidators
a. Paying the debts of the society and collect the credit
 b. Paying the partners, the liquidation quote
c. Make the inventory
d. Conclude the operations of the society
e. Sell the goods
f. Make the final balance
g. Cancel the registration of the society in the RPC
h. Keep the books, documents, and mail for 10 years

• The function of the liquidator has to be registered in the RPC

2. Merge of societies / Fusion
It is the union of the personality and patrimony of two or more societies
a. Dissolve to create a new: bases for the new constitutive act and their rules.
b. Dissolve to join an existing one:
Commercial of fiscal purposes
 Proper merge or by integration: new
 Improper merge or by absorption: one absorbs another
Pros and Cons
o Economic: vs Monopolies
o Commercial

3. Scission of societies
When a society decides to split, extinguish, and divides the total amount of its
assets in two or more parts, that will be given by blocks to new creation
societies (escindidas). This will be the PERFECT SCISSION.
When a main society (escindente) keeps existing gives a part of its assets to
create two or more new societies is called IMPERPEFT SCISSION OR
WITHOUT EXTINCTION
Requirements
• Accorded in an extraordinary assembly
• The shares will be completely paid by the partners
• Creditors can oppose
• The society is responsible for the debts for 3 years.
• Registered in the RPC and in the Secretería de Economía
The liquidator
1. Partner society: the liquidator makes lots for each one of the partners, for
them to receive the same amount as possible. Trying to be as fair as possible
and balance the difference among the partners.
+ Project of division
+ meeting with the partners
+ Don´t agree- 8 days to show it, after it is confirmed

2. Capital society: the liquidator makes a final balance, determines the

patrimony that each partner has the right to receive. He will have to publicize
the balance in the Registro Digital de la Sectretaria de Economia
+ 15 days to show that they do not agree
+ Meeting to approve the balance
+ Exchange the money they have to receive with the documents that makes
them partners.

Credit Titles
Definition
Document to execute the literal right that is consigned in it
The way a debt is going to be recognized
Ley general de operaciones y crédito: the law gives the character to be mercantile
things, no matter who is involved, commerce law will regulate it and it will be
considered as a commerce act.
Are documents intended to circulate, exception- the non negotiable

Examples
 Bank cheque
 Letras de cambio
 Pagaré – promissory note

Characteristics
• Incorporation:
 Are the necessary documents
  For a legal fiction
 The right is included
 The document gives life to the right, therefore, if the document is lost,
the right will be lost
• Literality- literalidad:
 They are the legal right
 Is the extension and measure of the law, that is, what is written in the
document is what you have right to
 You can’t demand anything else that is not literally written in the
document
• Legitimation- legitimacion: the prove that is yours
 They are necessary to exercise/demand
 Is the recognition of a right and on obligation, is the belonging of that
right and obligation
a. Active: whoever has the title and appears as beneficiary will be the
one with the right
b. Passive: the obligation to pay it belongs to whoever signed the
document (title)
• Autonomy- autonomía: it does not matter why the credit title vas emitted
 They are the right set forth in them
 Is the independence of the right and obligation originated with the
credit title
 Is the abstraction, because the credit titles are detached from the
cause that originated them, so the cause of origin is no longer
important, only the existence of the credit title.
 The credit title does not belong to the circumstances it was made. What
matters is what it is said on the document, that has to be accomplished.
• *Circulation:
 Is the ambulatory nature of credit titles, they are destined to circulate
 Go from one person to another by endorsement
 Exception: non-negotiable
• *Formality:
 All the credit must collect certain formalities, required by the law, so
they can be considered and have the effects of credit titles.
 Los requisitos que pide la ley para ser considerado como tal.
• Enforceability- Ejecutividad:
 As virtue of the incorporation and literality, credit titles are constituted
proof, or the right and attempted action in each case.
 Since the moment, the credit title exists, there is proof that the debtor
owns a certain amount of money. If the date expires, the owner has to
pay it with maybe its properties.
Classification

Personal or
corporate - shares

By the
Real- factura
incorporated right

Credit

To the bearer- al portador. No

limitation. No more than $5000

To the order- a la orden. Issued

in favor of a specific person.
By its circulation Endorsment is neccessary.

Nominative- name of the owner. (Shares)

*Endorsment
*Registration
* Give it away

Singular - independent, issued

only one time. Cheque, pagaré.
Created ONCE

Serial- continuity. Many

By the document creation form documents linked. Debt splitted
(3/10).

Unique- when a document is

cotized in the stock (bolsa). The
whole shares.

Incomplete credit title

Are those that are missing for a certain formal requirement that the law establishes,
will be considered incomplete credit titles.
This is, they don´t have the formality that the law requires for them in order to have
a special procedure (ejecutiva- ordinary).

Formalities to subscribe a credit title

1. Personally: having legal capacity will be enough. That´s the way someone will
be obligated by itself as a debtor
2. Through a representative
o By escritura publica: in front of a public notary to give the power to
someone else in order to represent you
o By position

Endorsement
Declaration of will of a formal, total, and unconditional nature. Willing declaration.
CT are ambulatory, they are made to circulate.
Is the unilateral legal-form act, by virtue of which the beneficiary of a credit title,
through its signature puts another in its place
Is the way by excellence through which transmission of a credit title is legitimized.

Persons involved
1. Endorser (endosante) – gives the right
2. Endorsee (endosatario) - becomes the right

Requirements
• Endorser´s signature
• Must be done in the same document or in paper attached to it
• Delivered to the endorsee
• Not be subjected to condition, if it is, it will be considered as not set
• Must be done for the entire amount of the title
• Name of the endorser and endorsee
• Kind of endorsement (if not, it is considered as in property)
• Place and date when the endorsement is done

Kinds of endorsement
1. In full /property: full property. The endorsee will be able to endorse it again
× Paguese a la orden de
× Valor en propiedad
× Fecha
× Nombre
 × Firma

2. Restricted /limited: doesn´t transmits the property of the title, the one who
receives it won´t be able to dispose it
a. In guarantee: when the document is given to someone in pledge (prenda-
bien mueble por ejemplo un coche, garantía prendaria) to guarantee the
fulfilment of the obligation.
b. In procuration: this kind of endorsement only gives the faculty to the
endorsee to present the document for acceptance or payment in a judicial
or extra- judicial way. It can be done to one or more persons at the same
time.
× Valor en procuracion
c. Blank: only appears the signature of the endorsee. In the moment of
collecting the money, the endorser has to put the data. Risky.
d. Bearer: the signature and “to the bearer” is written, so there is no
obligation to the one who asks for the payment to identity.

Payment
I. Normal / regular: in time, by complete amount, legitimized
II. Not normal: made before or after the expiration time, not done by the principal
obligated, not legitimate, in another currency, nor for all the amount

The nor normal can be done by voluntary (spontaneous) or forced (through a

judge)

∞ Transfer of assets
∞ Compensation
∞ Novation
∞ By a third party

Irregular form of payment

+ National currency
+Consignation
+ Advance payment
+ Through a third party
+ Co- associates
Kinds of expiration
i. At sight: should be paid in front of the debtor (a check). 6 months of
creation to present it.
j. Date: specific established date.
k. At term counted from the date (cierto tiempo fecha): both moments are
specified, the one of acceptance and the one in which the payment has to
be done. LETRA DE CAMBIO
l. At term counted from the view (cierto tiempo vista): acceptance by the
drawee and the other is the payment. A moment is certain (acceptance)
and another moment is uncertain (presented after 6 months). LETRA DE
CAMBIO
a. Issue
b. Accept
c. Payment

Rules for payment

• Has to be a normal payment
• Right to consign the payment if the creditor doesn’t receive it
• The current money. If the creditor accepts to receive another is ok. Since the
beginning a special currency can be accorded.
• Partial payments must be written in the same document or in paper attached
to it, but always with creditors signature
• The payment will be done by exchange with the credit title
• The payment done with credit titles is understood to de done “salvo buen
cobro”

Characteristics
a. Transmits to the endorser the right
b. Circulates the title
c. Grant solidarity

Acquired rights
1. Main: on title and credit
2. Accessories: interests

Types
• On property
• In procurement
• In guarantee
• Black endorsement
• To the bearer
 • In return
• By representative
• Fiduciary
• In administration
• With clause without my responsibility
• With clause – no negotiable
• Post- expiration

Guarantee (Aval)
It is the personal guarantee offered by the obligated or responsible in a credit title
regarding the contacted obligations.
By the guarantee, all the credit title or only a part of it can be guaranteed.
Persons involved:
• Avalista
• Avalado

Requirementes for a guarantee

1. Must appear in the document or on a paper attached to it, and will be expressed:
“por aval + signature”
2. If the amount guaranteed is not mentioned, it will be understood is for the whole
amount of the document
3. It will indicate by whom the guarantee is proved, of it´s not expressed it will be
understood that it will be for the principal obligated
4. The avalista will be jointly in responsibility with whom it has guaranteed
5. The avalista that pays the debt or obligation, has the right of repetition, ask the
payment to the avalado.

Bill of payment (letra de cambio) Girador -

Drawer
It´s a credit title Mexico City
Gives the order
It´s a literal document that contains the unconditional order of
payment given by a person called Drawer (girador) to
another person called drawee (girado) to pay to the
order of a third party called vebenifiaciry certain Girado-
amount of money in the date and place Drawee
Beneficiario
established in the document. Monterrey
collector
Must accept
Requirements that the bill of payment should contain:
1. Mention to be a “letra de cambio” in the text of the document
2. Date and place of issue
3. The order of the drawee (girado) of unconditional payment of a certain amount
of money
4. Name of the drawee (girado)
5. Date and place of payment
6. Name of the person to whom the payment should be done
7. Establish the current money of payment
8. Signature of the drawer (girador) or the person that sign in its representation

Main function
- Economic function, to move money
- Grant the right of collection to a person on a certain date
- Substitutes cash, using instead a payment commitment between 2 o three
parties

Characteristics
1. No interests can be accorded
2. The administrator or managers can subscribe
3. The drawer and drawee can be the same person
4. It cannot be issued to the bearer
5. The drawer and the beneficiary can be the same person
6. The drawee and the collector can´t be the same person
7. Always should be issued in a singular way- one title
8. Accion cambiaria de regreso from the drawee to the drawer
9. The drawer is responsible for the acceptance of the drawee
10. In case of endorsement of the bill of payment the endorser will be responsible
with the drawer and drawee.
Unconditional order

Promissory note
A promissory note is a credit title that contains an unconditional promise of payment
given by a person called subscriber to another beneficiary or collector to pay a
certain amount of money in the place and date established in the document.
Unconditional promise to pay a certain amount of money in a place and date
specified
The obligation of the borrower and the right of the lender are united.
Requirements
1. Mention to be a promissory note, inserted in the text of the document
2. The unconditional promise to pay a certain amount of money
3. Name of the person to whom the payment must be made
4. Date and place of payment
5. Date and place where the document is issued
6. Signature of the subscriber or the person signing at its request

Characteristics
− Subscriber and collector /beneficiary
− If there isn´t a maturity date, will be understood at sight
− An interest can be accorded
− A pagaré can´t be subjected to condition, it will be considered not included
− Can be changed to:” en el entendido de que de no pagarse cualquiera de
ellos…”
− If it’s necessary, can be Testado (testar) to put a thin line, so it won´t be
considered as alteration of the document
− Issued in a serial way

The check
It´s a payment instrument. Is a document that orders a bank
Checks can only be delivered against an authorized bank
Can only be issued when there is a contract of bank deposit on money, a check
account with the bank
A check can only be delivered when the drawer has enough funds in the account

Personal elements
• Drawer / payer (librador)
• Drawee /bank (librado)
• Payee /collector (beneficiario)

Requirements
• Mention to be a check
• Place and date of issue
• Unconditional order of payment of an amount of money
• Name of the payee
• Place of payment
 • Signature of the payor or drawer

Presentation time lapse

- 15 days in the same place where issued
- 30 days in different place or state
- 3 months for foreign checks
The bank can refuse to pay the check if it´s presented after those times.

Consequences
If the drawee delivers a check and its presented in time and its not paid because it
doesn´t has enough funds:
- Charged 20% for damages (daños y perjuicios) and criminal charges for fraud
If the check has enough funds and wasn´t paid by the bank, this will have to
compensate the drawer.

Special kinds of checks

1. Crossed (general)- deposited in a bank account. Two lines cross the check
∞ Name of drawee
∞ Date and place of issue
∞ Bank account number
∞ Check number
∞ Now a days: RFC of drawer
∞ signature
2. Special crossed
∞ The stamp of the bank is visible
∞ Name of the bank where the deposit has to be made
3. No negotiable-
∞ Juridical persons use this with the stamp
∞ To make sure the beneficiary is the one who is collecting the money
∞ It can´t be endorsed
4. For deposit in account
∞ It says specifically:” para abonar en cuenta”
5. Certified check- cheque certificado
∞ The check is sure that it has funds
∞ Nominative ALWAYS
∞ Non- negotiable
∞ Moral persons
∞ Possible 2 signatures- form of security
6. Cheque de caja
∞ Deposit + rate for issue the check
∞ Certified check
 ∞ Name of the bank and collector
∞ Check of the bank
∞ You don´t have an account in the bank
7. Traveler check
∞ Buyable checks
∞ Recognized all around the world
∞ Authorized signature
∞ Keep it for many years
∞ No necessary to have cash while traveling
∞ Normally in us dollars
∞ Almost no usable- OLD

The share
Classification
1. Attending to its circulation
 Nominatives: In this type of share the name of the shareholder/owner is listed
in the certificate of share
 Nominatives or restricted circulation
2. Attending to its duration
× Provisional certificates: validity of 1 year until the permanent are issued
× Permanent of definite shares: printed in security paper
3. Attending to its value / price: in order to give a value, an investigation of the
market has to be done.
• With nominative value: the value is explicitly showed
• Without nominative values: the share does not say explicitly how much
is worth
Value:
∞ Real- attending to the economic situation
∞ Nominal- printed in the share
∞ Commercial- fixed by the “buy and sell”
4. Attending to the representative document:
• Simple- 1 doc, 1 share
• Multiple- 1 doc, many shares
• Unique- shares used in the stock market, 1 doc, 1 share in the stock
market
5. Attending to contributions nature: the way they are going to be represented
o Tenure- numerario, the ones that are paid in money
o Input- aportacion, paid in goods, assets, different from money
6. Attending to the conferred rights: rights that a shareholder is going to have
× Ordinary: all rights and obligations for all partners, they are the same
× Privileged: Dividiendo (bigger amount of participation), capital (receive
a percentage of interest- acciones de intereses constructivos), voto
 (the same privileges of the dividends, they have a restriction with the
vote, they can vote in special matters).
7. Attending to the obligations
• Liberadas- paid of all contributions, completely paid
• Pagaderas- an amount is missing
8. Attending to its relationship with the capital
a. Capital: the usual share, the ones in which the contribution goes directly
to the stock
b. Trabajo: they do not participate in the stock, incentives for their workers.
Given by the society to the employees. Restricted circulation
c. De goce: do not participate in the main stock of the society. The holder
only participates with the profits, restricted vote, they can receive a
liquidation quote but only after the capital shares have been made.
d. Bono de fundador: someone can be holder if and only if it is founder, it last
for 10 years and can keep 10% of the utilities.
e. De intereses constructivos: participate in the main stock, but also receive
profits and a rate of interests, to make the society more attractive to invest.
They receive a 9% annual for a period for 3 years.
f. De tesorería: that have not been either subscribed or paid. No issued, no
subscribes, freed until someone is interested in buying this, issued in the
amount the society agrees to increase their stock.

Obligations
• Receive interests interest every 3 months
• Last for 7 years
• Asking for money
• No high interests, but sure interest
• They can decide if they pay to the creditors or make them partners
• When they need money
Requirements
• Name
• Nationality
• Denomination, object, and address of the society
• The amount of the paid stock of the emitting society, assets and liability
• Present a balance to effectuate the emission
• The amount of the emission
• Accorded interest
• Also have cupons
• Need to be multiples of 100 pesos
• Accorded in the extraordinary assemply
 • The society has to make a balance- special balance, in order to issue the
obligations
• Certificated by a public notary
• Registered in the RPC

Persons
 Society- debtor
 Bondholders- creditors
 Bondholder representative – bank or credit institution that names a natural
person
Bondholders assembly
Kinds
- Quirografarias: all obligations are going to be insured by the assets
- Hipotecarias: registered in the registro público de la propiedad
- Convertible into shares: instead of paying the debt, they are going to convert
them in partners

Credits
When the creditor obliges to put a certain amount of money disposable to the debtor
/ acreditado. Give money
It can be when the creditor obliges to acquire an obligation in representation to the
debtor. Gets an obligation in its representation

Characteristics
- Able to withruble the amount of money and will be obliged to pay back the
amount of money + interest+ commissions and other kinds of expenses by the
previously stablished amount
- Apertura de crédito: put at your disposal a certain amount of credit
- Prestamo- they give you the whole amount of money and you have to pay all
back

Persons
 Acreditante or creditor- gives the credit
 Acreditado or debtor / accredited- receives the credit

Credits
 Money
 By representation of the debtor
Conclusion
× The debtor has disposed all the amount of money
× Expiration of the term of the credit
× The guarantees are changes or have been lost
× The death of the debtor
× When the debtor enters in incapacity

Guarantee
 Quirografarias- the debtor guarantees the debt with assets
 Garantias prendarias, Pledge- bienes muebles, mobile thing
 Properies, créditos hipotecarios- properties in guarantee of the credit

▪ Opening credits- mobile things, c

▪ Covered- guarantee
▪ Non covered- a certain amount is guaranteed

Destinations
1. Free credits- you decide in what you are going to use it,
2. Destination- specified good

Obligations
1. Debtor: Pay the money back in the terms and conditions stablished in the
contract
2. Creditor: To put the sum of money to the disposal of the debtor. Or acquire
the credit in the representation of the debtor

Kinds
1. Simple credits: when the debtor disposes for the whole, the credit ends and
is extinguished
2. Current account: credits cards, both sides make reciprocal remittances of
charge a pay and deposit, at the end of the period will only be demandable
the balance that the account shows at its closure. No specific destination –
free. Limit increased or decreased depending on the debtor.
3. Credit letter:
4. Credito confirmado:
5. Credito de habilitacion o avío: avío= proveer de algo, production credit
Main puropes: agrigulture,
Used to provide raw materials in order to produce
Specific destination – destiny credits
Guaranteed by the materials they are going to by, sometimes it can be in
pledge or hypothecary
 Main characteristics
Invested in helping the productive processes
Have special destination, in the contract it is specified
The guarantee of the credit is the raw material, property of asset used to
produce
Applied to the agricultural, industrial, and commercial or forestry activities
To provide the resources or instruments that are necessary to make an
activity
Acreditado (obliged to invests the amount of money that the creditor gives
him in buying raw materials, paying salaries or direct expenses of production
that are necessary for the goal- used in one cicle / once) and acreditante.
Invested in consumable goods- used one time
Guaranteed by the raw materials or with the product made with the raw
material
Pledge guarantee

6. Crédito refaccionario: producción crédito

Destination can be used in more than one cycle
Buying machinery
Materials to produce
The benefit lasts for more than one time
Instrumentos de labranza
Corn
Can be used to pay fiscal debt that has been acquired in the last year
Bigger credit- the creditor can name a commissar for verify that the credit is
going to be used as stablished
Guarantee- pledge, mortgage
Payment of the commissar made by the debtor (the one that receives the
credit)

Differences
Habilitation – resources for the productive resources, immediate, products
used one time
Refaccionario - used to prepare the productive process, used for a long time,
can name a commissar to ensure the payment of the credit, the credit can be
used to pay fiscal debts

Credit cards
1. Bank: issued by a bank. National and international
2. Commercial: department store.
 3. Service: high line of credit. The complete due must be paid at the end of the
period. If not, the interests are extremely high. Commissions apply. They have
a prove the owner of the account has the incomes for paying the debts.

Asociacion en participacion (A in P)
Is a contract in which a person gives to other that provides him with goods or services,
a participation in the profits and losses of a commerce negotiation or in one or more
commerce or trade operations?

Characteristics
o Do not depend on another
o Nominated: has a name, rules and contains in the LGSM
o Consensual: has the consent of all sides
o Formal: accomplishment of certain requirements, 3 contracts signed
o Bilateral: two part, considerations (contraprestaciones)
o Aleatory: random, the profits are not granted, will depend in the future conditions.
The obligations depend in the accomplishment of an event. Depends on luck.
− Hidden association, written
− Momentary: developing of one business
− Different way of a society
− Risky

The involved could lose more than its participation

× Associate- the one with you assoiciate
× Associated- the ones who are investing

Goods: money or assets will be given in property to the associate

 Exchange
 Profits
 Looses

Joint venture
Is a contract of co-investment in which the parties accord certain rules under which
they will create or constitute a commerce society, or they join their interest in a kind
of association that better fulfill their interests.
Not ruled in law
Kinds
▪ Of projects: they have the purpose of developing a project with a time limit.
▪ Investment: (BOT build, operate, transfer) create a company that will be for a
long time and will carry out a series of specific activeness.
▪ Co- investment: its purpose is to achieve higher profits, more than they will
achieve individually.

Financial factoring
In the financial factoring the buyer (Factorante) agrees with the seller (factorado) to
acquire the credit rights that the seller has, for a certain amount of money by applying
a discount rate, independently from the date and amount of payment.
Main purpose: credit rights, a way of reducing credit cycles and giving more cash
flow to the seller.

Kinds
a. With resource: the seller continues as solidary responsible in joint of the
debtors of the credits bought by the buyer.
b. Without resource: it is also called pure factoring this is when the buyer takes
all the risk in case of insolvency of bankrupt of the debtor.

Requirements
• The credit rights must be valid
• Must be contains in a document
• In currency, the amount must be able to be determined
• Must be done on documents issued for providing goods and services

Exception
- In the previous transaction, both parts can accord that financial factoring is
not going to be allowed.

Obligations of the seller

a. Transmit the credit rights.
b. In case of being with resource, oblige in solidary way and issue nonnegotiable
promissory notes for the total amount of the credit.
c. Guarantee the existence and legitimate of the credit.

Obligations of the buyer

a. Pay the consideration or price.
b. Do the administration and collect the credit rights.
 c. Notice the debtors about the transmission of the credit rights made by the
original owner.
d. Get information about the liquidity or solvency of the debtor.

Deposits
Done generally in banks
A way of transferring money

Personal elements
- Depositor: the one who deposits
- Depositary: person or institution that takes care of the money

Material elements
- The deposited thing or good
- The payment or consideration (contraprestacion)

Formal elements
- Private contract
- Usually authorized by the CNBV (when banks)

Kinds
1. Bank
2. Commercial
3. General warehouse of deposit- almacenes generals de deposito: AGD are
organizations that help credits, where the clients deposits goods or
merchandise in the warehouses and this AGDA issue a certificate of deposit
and a bond title if needed, accrediting the property of the goods the depositant
has over those goods and the availability over those goods at any time

The AGD is required to be constituted as S.A and with the approval of the
financial authority.

a. Warehouses of deposit: only keep merchandise, goods, or assets.

STORAGE GOODS OR ASSETS. Keep them in their custody and issue
a deposit certificate. The ones who are able to do this are the general
warehouses of deposit.
b. Fiscal deposits: keep merchandise or goods that are going to be exported
and a payment of taxes is missing. Custom authority, autoridades
aduaneras and with fiscal law.
 c. Financial deposts: the same of keeing assets, but they make this financing
on the merchandise. Pledge bond. The goods that are the guarantee for
the credit we are asking for, and they are kept in there. ISSUING A
PLEDGE BOND

Certificate of deposit
This are documents issued by the AGD. It accredits the property of the merchandise
that its deposited in the warehouse. It is considered as credit title. These certificates
can only be issued by an AGD. Transmitted by endorsement
Requirements
- The mention to be a certificate of deposit
- Name of the warehouse
- Date and place of issue
- Detailed description of the goods that have been deposited in order to be
identified
- Constancy that the deposit was constituted
- Costs of the deposit
- Name of the insurance company and the const or charge for it
- Time accorded for the deposit
- The amount or price estimated of the merchandise

Pledge bond
Document that can or not be attached to a certificate of deposit. So, it’s a secondary
or accessory title. They are used to negotiate loans with pledge, this is the guarantee
of the goods or merchandise in the AGD. (Prestamos Prendarios). An interest is
established. These bonds can be issued only over a certain amount of merchandise
that is in the AGD or for all of it.
When de owner asks for a credit, the merchandise is going to be the pledge

Bank deposits
1. Deposit of money in check accounts
2. Deposit of money in saving account: low interest, intended to improve the
culture of saving
3. Deposit of money in investment depends on the thing you want to invest, can
be a bigger interest. Sometimes you cannot make an early withrubble
4. Deposit of documents or credit titles: ask them to make the administration of
the credit titles.
 Simple: only keep
  With administration: the bank is obliged to collect the money, interest,
etc. try to make more yields.
5. Safe box deposits: banks or particular: a way to have an asset secure. Is a
big room. You have your box and you safe there what you want.
6. Consignation payments: if you need to pay the rent, you give the money to
the institution and the one who has the right of being paid, can go and receive
it.

Obligations:
• The one who receives the merchandise must keep it save and in good
conditions
• Pay the money and take away the merchandise when is finished

Financial Leasing and Trust

Trust

Financial leasing
Arrendameinto financiero
By this contract, the lessor (arrendador- Paco) obliges to buy a specific good and
give the use or temporary joy, for an obligatory period of time, to the lessee
(arrendatario)who can be a natural or juridical person, forcing or being obliged to pay
a consideration that will be done in partial payments a certain amount of money that
will cover the price of the acquisition of the goods and the financial charges.
Options at the end of the contract
a. To buy the good it has been used in leasing. The price is settled in the contract.
It must be less than market price at the time of the buy
b. To extend the contract for a period of time, paying a rent that will be less than
the one it was paying
c. To participate with the lessor in the sale price to a third party, in terms and
proportions that were accorded in the contract
Benefits
- A certain time
- A smaller amount of money each month
- Great fiscal benefit
- If you make the sum, it is more expensive
Advantages
- Do not have to buy the good in order to use it
- The lessee will receive a new good and will be the first to use it
- Can be mobile goods and non-mobile good
- Can be established to be with maintenance or without maintenance
- Has great fiscal benefits
Disadvantage
- Const at the end, the final price of the good

Trust - fideicomiso
A trust is a fiduciary arrangement that allows a third party, or trustee, to hold assets
on behalf of a beneficiary or beneficiaries. Trust can be arranged in many ways and
can specify exactly how and when the assets pass to the beneficiaries. In the trust,
the settlor allocates certain goods for a specific lawful purpose, entrusting the
realization of a purpose to a fiduciary institution.
Personal elements
- Trustor: is the person that constitutes the trust, the one that gives the
instructions to the trustee, who also transfers ownership (the trustee is said
to be the owner of the trust assets
- Beneficiary: the one who receives the profit from the trust.
- Trustee: is the person commissioned by the trustor. This is the owner of the
trust assets, assets that has come from the trustor or settlor.
Truster- Mr.Noble
Trustee- institution
Beneficiaries- children
How can be settled?
1. Inter vivos: among living people and can be established ans start at any time
2. Mortis causa: settled or created by living person, but it will start having effects
once the trustor dies
The assets that make up the trust assets are not confused with the assets of the
trustee, since they must be carried separately. However, the trustee is the owner of
the assets held in trust. The settlor is free to establish the purpose for which a
patrimony than can constitute assets or rights destined, and that this end be lawful
and determined.
Why a trust may end?
• Realization of the purpose for which it was established
 • Impossibility of realization
• Impossibility of fulfilling the suspensive condition
• Compliance of the resolutory condition
• Express agreement between the settlor and the trustee
• Revocation by the settlor when this right has been reserved at the time it is
constituted
• Impossibility of substitution of the trustee in the event of the termination of the
trust, the direct consequence is that the assets that have been held by the
trustee will pass to the trustor or his heirs if it’s the case, or the assets will return
to the patrimony of the trustor.
Prohibited trust
- Secret trusts
- Trust in which the benefit is granted to various persons that successively will
be subscribed by death of the previous one
- Trust lasing for than 50 years unless the trustor is a juridical person of the
public order of charitable institution