International Affairs

MOSAIK is particularly active in Mexico. Foreign companies wishing to set up business in Mexico can choose the corporate form of their choice.

Legally, a subsidiary is a company incorporated under Mexican law, with its own legal personality, distinct from that of its shareholders or associates. It therefore has the advantage of constituting a screen for its shareholders or associates, whose liability is therefore limited to the amount of their capital contributions.

The subsidiary may take one of the corporate forms set out in the General Law on Commercial Companies, notably that of a general partnership, a limited partnership or partnership limited by shares, a limited liability company, a public limited company, a simplified joint stock company or an investment promoting public limited company. The conditions for the creation of all these companies are the same, the differences being related to their nature and operation.

MOSAIK can help you set up your business in Mexico, taking into account local specificities such as :

• Mexican companies must be incorporated before a Mexican notary public. Powers of attorney for shareholders/associates must be drawn up and apostilles affixed;
• Mexican companies must have at least two partners/shareholders (except for the SAS, which may have a single partner, and the SARL, which may have no more than 50 partners);
• It is not necessary to have a Mexican shareholder/associate;
• The controlling body may be either a Mexican or a foreign natural person. It may be either a board of directors/board of managers or a sole director/sole manager;
• It is imperative to hold a resident visa in order to exercise full powers of representation on the territory;
• All companies are subject to corporate income tax at the same rate.

All Mexican companies, which are commercial in form, are required to keep accounts and social and accounting documentation. Fiscal years coincide with the calendar year, with the exception of the first fiscal year, which runs from the date of incorporation to December 31 of the same year. In the event of liquidation or dissolution, the financial year runs from January 1 to the date of cessation of activities.

The representation of any commercial company is the responsibility of the director or directors, who may in principle carry out all operations inherent in the corporate purpose, unless there are statutory limitations. Directors' powers must, however, be expressly conferred by the shareholders' or associates' meeting or by the board of directors, and must be authenticated before a notary and entered in the Public Register of Commerce in the case of general powers.

Unless otherwise stipulated by the company's articles of association, profits and losses are in principle distributed in proportion to the amount contributed by each partner or shareholder. However, profits may not be distributed for a given financial year if there have been unabsorbed losses in one or more previous years, and only after approval of the corresponding balance sheet by the shareholders' meeting. 5% of net profits to be distributed must be allocated to a legal reserve fund, capped at 20% of share capital.

The corporate forms most commonly used in Mexico are limited liability companies (société à responsabilité limitée and société anonyme), as opposed to partnerships (general partnership, limited partnership for general partners), in that the latter imply indefinite joint and several liability for their partners.

MOSAIK can help you choose the business form best suited to your needs. We can also help you with the following procedures:

• Preparation of credentials and assistance in obtaining an apostille in France from the relevant Court of Appeal;
• Advice on immigration law to determine the most suitable visa for your personal situation;
• Employment law advice to check the suitability of your expatriation/local secondment contract;
• Follow-up with our sworn translators for the translation of powers of attorney;
• Drafting and signing of the company's articles of association, preparation of securities and share registers;
• Follow-up with Mexican accountants to obtain your tax ID and electronic signature;
• Brand registration and tracking ;
• Compliance of the newly created company in terms of labor law, notably for the drafting of standard employment contracts and the implementation/registration of internal regulations.

We provide you with day-to-day support in drafting your general terms and conditions of sale, in negotiating commercial contracts with your future partners (lease agreements, local or international sales contracts, supplier contracts, service provision contracts, license agreements, commercial agent contracts, commission contracts, international transactions; due diligence; lines of credit; pagarés. etc.) and in terminating commercial relations. We are also able to offer you solutions for debt collection (formal notices).

We can advise you on outsourcing to secure your operations and implement the most appropriate strategies.

We help you deal with day-to-day labor law issues: hiring, dismissal, resignation, contractual termination, memorandums of understanding, NDAs, PTU (profit-sharing and incentive schemes), teleworking, working hours, compliance with NOMs; specialized service contracts; and more.

We also help companies with personal data issues, by setting up their privacy policies and managing data transfer issues.

MOSAIK can also assist you in corporate and commercial law for the drafting of :

• Minutes of general meetings and unanimous shareholder resolutions ;
• Resolution of the Board of Directors / Sole Director ;
• Delegation and revocation of powers ;
• Capital increase/reduction ;
• Change of shareholders: share sale agreements, entry in the National Foreign Investment Register ;
• Shareholders' agreements.

We'll put you in touch with the best accountants and auditors in the area to help you manage your tax affairs (obtaining your Tax ID and electronic signature to be able to issue invoices, registration with the Mexican Social Security Institute, approval of accounts, etc.).

MOSAIK also assists foreigners inpurchasing real estate in Mexico, particularly in restricted areas(zona restringida), and in obtaining trusts from banks and "Ejidal" legal advisors.

MOSAIK has supported numerous projects for international groups and SMEs in the following fields:

• Metalworking industry ;
• Pharmaceutical industry ;
• Medical equipment ;
• Biocosmetics ;
• Automotive industry ;
• Technology ;
• Travel ;
• Advertising;
• Foodtech;
• Factoring ;
• Safety ;
• Education ;
• Social projects ;
• Fintech ;
• Business services ;
• Marketing ;
• Audiovisual ;
• Importing goods