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  • Writer's pictureCristina Barragán Silva | L.D

Annual assemblies of legal entities

Updated: Mar 24, 2023

I am a legal entity. Am I required to hold assemblies?


The holding of assemblies of legal entities is the supreme organ by excellence of any corporation or association.




In our country there are a great variety of legal entities, each one -without violating the law- will be governed by its own bylaws, reason for which each legal entity becomes unique.


As a rule, legal entities must hold a meeting at the end of each fiscal year, in which it is required to prepare minutes containing the resolutions of the partners, shareholders or associates, depending on the type of company.


In this sense, the minutes of the meetings of the corporate entities of a mercantile or civil nature are by excellence the legal document where the decisions made by the partners, shareholders or associates are recorded.


The body that has the administration of a legal entity, whether it is a board of directors or a manager, has all the powers to execute the actions concerning it, it is also true that the meeting is the supreme body, which is invaluable for the decision making of all the participants, because it is there where the agreements that mark the course of a mercantile or civil company are poured and stipulated.


Now, in order for corporations to hold meetings, whether ordinary or extraordinary, the law establishes several requirements, replicated in the same or similar manner in the bylaws of each corporation, which may range, for example, from defining which persons are authorized to issue a call, attendance list, to the quorum of installation or voting percentages.


Therefore, it is of utmost importance that corporations hold their assemblies for several reasons; first, because complying with such obligation not only allows them to have good practices, but also keeps the corporate veil much more solid for the members of the company, unless there are exceptions prescribed by the tax legislation itself.


For this reason, if you are a partner, associate, shareholder, representative or part of the administrative body of a legal entity, it is time for you to take care of it and make a review to detect if you have a pending obligation to fulfill, since it should be remembered that if you have any of the aforementioned figures you could be jointly and severally liable for the activities carried out by each company.


All corporations are required to hold at least one ordinary assembly every year, which allows them to have good corporate practices, achieve the objectives and goals set for a fiscal year in accordance with the law and, more importantly, with the mission and vision of a corporate society.

If you need more information or require advice for the of celebration of meetings of a corporation or association, contact the experts IT at Terán Rojas & Associates, we will gladly answer all your questions.


 

Published on March 24th, 2023 “In terms of article 89 of the Fiscal Code of the Federation in force, the content of this reproduction, exhibition, presentation, program, or transmission and/or the documents and/or examples used to expose it, may express positions that do not coincide with the criteria of the Mexican tax or judicial authorities. This reproduction or exhibition is not intended and may not be used by any person for the purpose of circumventing (i) a federal, local, or municipal tax, or (ii) the imposition of tax penalties in the United Mexican States. Terán Rojas & Asociados is not responsible for the use or the criteria that any user may give or have derived from this reproduction or exhibition.” Likewise, the exhibitor/author is responsible for the originality and content of the work in front of the company and for the invasion or affectation of third-party rights that may be caused, so it is obliged to take out the company in peace and safety and to respond for the damages and / or losses that are caused.

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