Mexico – Notice of transfer of Partners and Shareholders
On June 14, 2018, a reform to articles 73 and 129 of the General Law of Business Corporations (“GLBC”) was published in the Official Gazette of the Federation, which will become effective on December 15, 2018.
This amendment establishes an obligation to give notice of the entries made in the partners and shares’ registry books that record the transfer of partnership interests and shares in limited liability companies and stock corporations.
In both type of companies, the notice must be published in the electronic system established by the Ministry of Economy (“SE”), being effective as of the day following its publication, in accordance with the provisions of Article 50-bis of the Commercial Code.
Additionally, in the case of stock corporations, the SE will ensure that the name, nationality and address of the shareholder contained in the notice are kept as confidential, except in cases where the information is requested by judicial or administrative authorities, when necessary to exercise its authority. The amendment does not grant the same confidentiality protection to the information of the limited liability companies, since it distinguishes the personal nature of the partners with respect to the shareholders in a stock corporation.
This amendment derives from Recommendation 24 of the Financial Action Task Force (“FATF”), relating to the unlawful use of entities for money-laundering, terrorist financing and proliferation of weapons of mass destruction. It will be desirable that this amendment contributes to transparent information, which today is not possible to obtain from the Public Registries of Commerce, which scenario contain certain information on the partners or shareholders, not updated, and which search is cumbersome while existing many at a local level throughout all the Mexican Republic.
Finally, it bears noting that the amendment establishes no penalty for failing to file such notices.
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