The Federal Official Gazette released a decree (the "Decree") on 14 June 2018 adding new text to articles 73 and 129 of the Mexican General Law of Commercial Companies. The new text includes a new obligation applicable to limited liability companies (Sociedad de Responsabilidad Limitada or "SRL") as well as to corporations (Sociedad Anónima or "SA").
Pursuant to the Decree, this new obligation will become effective on 15 December 2018 and will consist in the release of a notice ("Notice") in the electronic system already handled by the Ministry of Economy ("ME") for publication of calls to meetings and other mandatory notices of commercial companies.
In case of the SRL, the Notice shall include the name and address of each member, contributions, and transfers of equity quotas.
Likewise, in case of the SA, the Notice shall include the name, nationality and address of shareholders, and transfers of shares (among other information).
On the other hand, the Decree includes an obligation for the ME to have mechanisms to ensure confidentiality of information with respect to the name, nationality and address of shareholders of a SA, except in the event of requests of information by judicial or administrative authorities. However, the Decree does not provide for any confidentiality with respect to information in the Notice of personal data of the members of the SRL (without stating the reason for the difference in treatment with respect to the SA). The publication of information required in the Notice may be contrary to privacy laws applicable to the ME, therefore it will be important to identify the manner in which the obligation to disclose information for publication in Notices is implemented.
It is worth to mention that the Decree does not specify if the obligation to release a Notice is extensive to other forms of SA such as the Simplified Stock Corporation (Sociedad Anónima Simplificada), the Investment Development Corporation (Sociedad Anónima Promotora de Inversión), or the Securities Investment Development Corporation (Sociedad Anónima Bursátil).
Finally, the referred Decree does not determine a term to release the Notice, or the consequences of not doing so. Nevertheless, the obligation to release the Notice may be construed as a new requirement applicable to the maintenance of corporate books and records of the SRL and the SA, and therefore, a mandatory formality for tax accounting purposes, with the application of possible tax sanctions in the event of non-compliance with this obligation.
