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5.2. The StockThe shares into which the capital stock of a stock corporation is divided will be representedby negotiable instruments payable to order that serve to prove and transfer thestatus and rights of shareholder.Stock corporations must keep a stock registry book that contains:a) The names, nationality and domicile of the shareholder;b) The indication of the shares belonging to each shareholder, stating the number,series, class and other specifics;c) The RFC or tax identification number of the shareholders;d) The indication of the amount paid by each shareholder; ande) Any transfers made.The LGSM requires that the company only consider as owners of the shares those whoappear registered as such in the stock registry book, and that the company register insuch registry book, at the request of any stockholder, any transfers made.Stock corporations cannot issue shares for an amount less than their par value, andthey are prohibited from acquiring their own shares. The shares are of equal value andconfer equal rights. However, in the articles of incorporation it can be stipulated thatthe capital be divided into several classes of shares with special rights for each class.In accordance with the LGSM and the doctrine, the shares of a stock corporationcan be:a) Non-assessable stock (acciones liberadas). Stock fully subscribed and paid;b) Assessable stock (acciones pagadoras). Stock fully subscribed and partially paid, atleast 20 percent;c) Contribution stock (acciones de aporte). Stock that has been paid in whole or in partby contributions in kind. This stock must remain deposited in the company fortwo years. If during this period it appears that the value of the in-kind goods is 25percent less than the value at which they were contributed, the shareholder mustpay the difference to the company;d) Performance stock (acciones de trabajo). Stock that, if so established in the articles ofincorporation, can be issued to persons who render services to the company; theymust contain rules with respect to the form, value, inalienability and other particularconditions applicable to them;e) Limited-voting stock (acciones de voto limitado). As a general rule, each share has theright to one vote. However, it can be established in the corporate bylaws that a partof the shares only has the right to vote in the extraordinary meetings held toaddress certain matters. As compensation for the limitation on the corporate rights,they will receive a cumulative preferred dividend of 5 percent;59Requirements for Establishing a Company in Mexico

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