1E9Ct5D

4.2. Ownership InterestsThe ownership interests will be in multiples of $1.00 (1 peso 00/100, Mexican currency)and no partner can hold more than one ownership interest, unless the ownershipinterests grant different rights. When the limited liability company has variable capital,the partners may have two ownership interests: one ownership interest representing thefixed capital and another representing the variable capital.When the company is formed and for each capital increase thereafter, at least 50 percentof the capital must be fully subscribed and paid. In capital increases the partnerswill have, in proportion to their share of the company capital, preference to subscribethe capital increases declared, unless this right has been cancelled in the articles of associationor is cancelled by resolution of the partners meeting that declares the capitalincrease. When the company capital is increased, the ownership interest of the partnerwho subscribes and pays the capital increase will increase in value.The consent of the partners representing the majority of the company capital isrequired for the transfer of ownership interests, as well as for the admission of new partners.If the partners meeting authorizes the transfer of an ownership interest to a thirdparty foreign to the company, the partners will have a preferential right for 15 days fromthe date on which the transfer of the ownership interests has been authorized, to purchasethe ownership interest being transferred, in proportion to their share in the companycapital.The company must keep a special partner registry book, which will be maintained bythe board of managers or the sole manager of the company, who will be personally andjointly and severally responsible for its existence and its accuracy. The name and addressof each partner will be registered in the partner registry book along with the indicationof each one’s contributions and the transfer of ownership interests. The transfer of ownershipinterests will not become effective with respect to third parties until it has beenregistered in this book.4.3. Supplementary Contributions and ObligationsWhen the company bylaws so stipulate and the partners meeting so resolves, the partnersshall make supplementary contributions and execute supplementary obligations to thelimited liability company. The supplementary contributions are cash loans or assets thatserve to increase the means of action of the company or liquidate company debts; supplementaryobligations are not defined by the LGSM, but such law prohibits supplementaryobligations consisting of personal work or services of the partners. The supplementaryobligations may consist of obligations on the partners to transform certain assets or sellto the company all or part of the products that the partners manufacture or sell.55Requirements for Establishing a Company in Mexico