A Civil Law axiom - an act is permitted if not prohibited - allows freedom in the use of distinct “vehicles” for business transactions, as well as their use without undue restraints, including unfounded minority equity harassment at operating and administrative levels.
The scope of this service covers all type of corporate action, shareholders and board of directors meetings. We maintain corporate records of many companies and often we act as Secretaries of the companies involved. With such a comprehensive range of activities, we can provide all-inclusive advice and the provision of comprehensive guidance to foreign investors in Mexico.
By way of illustration, we offer the following services:
- Counsel and advice on foreign investment, negotiation and structures.
- Advice on agencies, associations, distributions, commissions and in general, agreements with the private and public sectors.
- Formation of legal entities to carry out businesses, and the opening of branches, representative offices and permanent establishments.
- Filings with the Ministry of Foreign Relations (Secretaría de Relaciones Exteriores) to organize a company, including clauses to admit or exclude foreign equity participation, change of corporate name and or structure, and to open or establish branches of foreign companies.
- Drafting of articles of incorporation or of association of corporations, limited liability non-stock companies, partnerships, civil associations, non-profit organizations and other legal entities.
- Shareholders’ agreements, including joint ventures and other type of associations.
- Minutes of shareholders and board meetings and all documents for the preparation and holding thereof, in regard to resolutions that relate to the approval of fiscal year results, amendments to articles of incorporation, mergers, consolidations, asset spin-offs or split-offs or acquisitions, transformations or corporate restructures.
- Powers of attorney, general and special, and the protocolization thereof as required.
- Arrangements with notaries public and public brokers (corredores públicos) to formalize legal transactions, including protocolization and recording of corporate minutes if necessary, and to secure the authentication of signatures, certification of documents and public instruments, including the conveyance or encumbrance of real property and of shipping, and the obtaining of a public record of a transaction.
- Dissolution, liquidation and reorganization procedures.
- Corporate record maintenance and registration in the Public Commerce Registry (Registro Público de Comercio) of corporate documents including charters, amendments, branches, general powers of attorney.
- Trusts, deposit and security agreements.
- Contract drafting and structuring of transactions including international contracts.
This field covers the structuring, negotiation and implementation of real estate transactions, such as, commercial, tourist, residential (both urban and rural) properties and developments, condominiums, subdivisions and zoning, that includes:
- Title searches.
- Structuring, negotiation, and execution of all types of real estate transactions whether by way of purchase, sale, conditional or otherwise, lease, interchange/exchange, encumbrance, right of way, easement.
- Documenting and negotiating the construction of industrial, commercial, tourism and residential properties including condominiums, and developments in general.
- Rights of way and easements.
- Recordings at the Public Property Registry (Registro Público de la Propiedad).
- Options and rights of first refusal.
- Leases and leasebacks.
- Conditional sales.
- Contracts covering any real property improvement or modification.
- Water rights.
- Zoning issues and permits and issues involving use or change of classifications of real property.
- Eminent domain and other expropriation.
- Representation before regulatory agencies, participation in boundary disputes.
- Regulatory compliance.
This department oversees the protection of all classes of patents, copyrights and trademarks (PCT).
The firm provides legal assistance in connection with patents, utility models, industrial designs, trademarks, commercial names, slogans, as well as copyrights, and all other related legal matters, for which we have on hand expert chemists, electrical, chemical and other engineers, biologists and translators so as to cover both litigation and administrative procedures. The services of the firm in intellectual property are thus very broad and encompass all the intellectual property issues, including tax, civil and criminal aspects.
The assistance to clients in the area of intellectual property cover the study, planning, prosecution and development of strategies and, when required, litigation whether administrative, civil and/or criminal, against unfair competition practice or illegal exploitation of patents or illegal use of trademarks.
In connection with trademarks, the firm provides consulting services regarding their registrability, as well as the general prosecution which begins with trademark search, classification of goods and services to be covered, preparation and filing of the corresponding applications, and their prosecution before the Mexican Institute of Industrial Property up to the granting of the registrations, renewals and the maintenance of the same.
In the field of patents, utility models, industrial designs and secrets and PCT applications, the firm provides translation of inventions, technical analysis to determine whether the inventions to be protected are patentable, the preparation and filing of applications, the examination of technical and legal requirements set forth by official actions and the answer to official actions, as well as the payment of annuities and protection of rights.
As regards copyrights, the firm handles the preparation and filing for the registration of the corresponding works, such as computer programs, scientific books, technical works, pedagogical and didactic works, artistic and literary, musical, architectural and photographic, audio-visual, radio, TV and lithographic works, pictorial, drawings, engravings and the like, as well as the negotiation of license agreements which imply exploitation of such works.
Specifically, we offer the following services:
- Preparing, filing, maintaining, prosecuting, and enforcing all types of intellectual property rights.
- Preparation and filing of national, international and PCT patent applications, industrial designs and utility model applications, including the wording of the specification and claims according to the Mexican law on Industrial Property regarding novelty, inventive activity and industrial application, so as to submit the inventions in patentable form, and preparation of drawings and the respective documents in appropriate form for submission.
- Counsel and assistance in the development of strategies for clients to fully protect their intellectual property rights and operations in Mexico.
- Protection of computer hardware and software programs.
- Protection of confidential information.
- Guidance in the structuring of technology transfers, technical assistance, and payment of royalties.
- Filing, defense and appeal in all types of intellectual property proceedings before administrative authorities, including civil and criminal actions.
- The seeking and obtaining of injunctive relief, including temporary mandates, restraining orders, and permanent injunctions.
- Working with the Mexican Institute of Intellectual Property (Instituto Mexicano de la Propiedad Industrial - IMPI) and authorities in the promotion and initiation of seizure and confiscation operations so as to prevent the sale and distribution of counterfeit merchandise.