1E9Ct5D

2.1. Power of Attorney for the Formation of a Company and Holdingof the First Partners or Shareholders Meeting52C H A P T E R I I IFor the formation of a company, the partners or shareholders must appear before anotary public or commercial notary, either personally or through an attorney-in-factwith sufficient powers.In the event that one or more of the partners or shareholders are foreigners, theyshould grant a power of attorney for their representation in the company’s formationprocedure by a Mexican national or a foreigner legally in the country. The foreign partnersor shareholders who are individuals may also appear personally at the formation ofthe company if they have the appropriate visa document.The above-mentioned power of attorney must be granted before a notary publicauthorized to practice in the domicile of the foreign partner or shareholder and subsequentlylegalized in the Mexican consulate of such domicile or apostilled in accordancewith the Hague Convention of October 5, 1961. Once the power is legalized, it must benotarized before a notary public in Mexico. If the power has been apostilled it does notneed to be notarized before a notary public in Mexico.At the time of the formation of the company, with the presence of the partners or shareholdersor their representatives, the first partners or shareholders meeting is held, atwhich the designation of the administrative bodies of the company is agreed upon; theofficers, the oversight bodies, and the secretary of the company are appointed; and powersare granted to the board members or sole manager, the appointed officers, and anyother parties that will in the future take action on behalf and in representation of the company.These resolutions are recorded in what in practice are called transitory articles, andthey are added by the notary public to the end of the corporate bylaws in the documentknown as articles of association or incorporation (escritura constitutiva).The powers of attorney that are generally granted upon the formation of a companyor thereafter for the running and management of the company are divided into the followingcategories:a) Powers for litigation and collections, which are generally granted to the personswho will attend matters before governmental agencies, process permits and licensesfor the company, request registrations, appear before judicial authorities, andrespond to and file all types of claims. These powers are also generally granted tothe external lawyers of the company;b) Powers for administrative acts, which are granted to the persons who will sign contractson behalf of the company, such as lease agreements, loans, employmentagreements, etc.;c) Powers for acts of ownership, with which powers are granted to sell fixed assetsof the company. In view of the importance of these powers, we recommend not