Can anyone take charge of the representation of commercial companies?
Strictly speaking, in the case of commercial companies, the representation of the company is held by its administrative bodies and by virtue of these powers, these bodies may in turn grant powers of attorney to other persons with legal capacity to carry out legal or procedural acts. in the name and on behalf of the company.
What are legal persons?
Moral persons are legal entities made up of natural persons or other legal entities (in turn made up of natural persons).
Moral persons have their own nationality, denomination or business name, domicile and assets, independent of that of the persons who comprise them.
"Moral persons as subjects of law have rights and obligations."
What are legal persons?
The legal entities recognized by Mexican law are:
- The Nation, the states, municipalities and public corporations
- Civil associations
- Civil Societies
- Commercial Companies
- unions
- Cooperative Societies
- Mutual Societies
- Foreign legal entities
How many types of commercial companies does Mexican law contemplate?
The General Law of Commercial Companies provides that commercial companies are:
- Limited Liability Company
- Anonymous society
- Company in Collective Name
- Simple Limited Company
- Limited Company by Shares
- Cooperative Society
- Simplified Stock Company
The cooperative society is governed by its special legislation. The companies recognized by the mercantile legislation may be constituted as a variable capital company except the cooperative society.
What is representation?
Representation consists of acting on behalf of another. The representative acts on behalf of the principal.
By representation, the representative can act on behalf of the principal in acts, legal transactions such as contracts, agreements, procedural, administrative acts, as long as they are not strictly personal.
In addition, the legal effects of the acts in which the representative intervenes will be produced on the person and assets of the represented party. The representation can be voluntary, when there is an agreement between the parties, as in the case of the mandate contract or the granting of powers, or it can be legal, when the law itself establishes it.
Who represents legal persons?
Moral persons, being a legal entity, a legal fiction and not having their own material means to act, act through the persons appointed to represent them who may or may not be partners.
In principle, the General Law of Commercial Companies establishes who will be the representatives in the different types of companies recognized by law, such as administrators or managers who, depending on the type of company in question, may be partners or third parties outside the company.
In addition to the above, the representative bodies of the companies have the power to enter into mandate contracts or grant powers so that others act on behalf of or on behalf of the company.
Who is responsible for the representation of commercial companies?
The representation of commercial companies corresponds to their respective administrative body that will be empowered to carry out all the acts that are required for the realization of the corporate purpose, except as expressly established by law and the social contract or articles of incorporation.
Who are the legal representatives of commercial companies?
The legal representatives of commercial companies are the members of the administrative body of the company, who in principle are empowered and can carry out all the acts that are required to achieve the corporate purpose, except for the limitations established by law and in the social contract or articles of incorporation.
How is the representation of commercial companies granted?
The representation of the companies is granted through the social contract or articles of incorporation, which in turn must be executed before a notary public and registered in the Public Registry of Commerce.
“Representation may also be granted through powers of attorney or a mandate contract, depending on the case in question.“
Who can be representatives in the corporation?
In the corporation, the board of directors or the sole administrator can be representatives.
Who can be representatives in the limited liability company?
In the limited liability company, one or several managers may be representatives of the company, who in turn may be partners or persons outside the company.
Who can be representatives in the company in a collective name?
In the company in collective name, the partners or people outside the company can be representatives.
Who can be representatives in the simple limited partnership?
In the simple limited partnership, the partners or persons outside the partnership may be representatives.
Are the directors of the company responsible for the acts of the company they represent?
The acts carried out by the representative bodies of the company are imputed to the company. The management bodies of the company (representatives) are liable to the partners for breach of their mandate and duties.
In addition, there will be cases in which, due to non-compliance with said assignment and duties, the partners make the company incur liability with respect to third parties.
The administrators will have responsibility inherent to their mandate and that derived from the obligations that the law and the statutes impose on them.
Will the administrators who were not aware of an act or voted against it be responsible?
Administrators who have not been aware of an act or who have voted against that act will be released from liability.
What happens if the legal representatives of a company cause damages during the exercise of their assignment?
The Federal Civil Code provides that legal entities will be responsible for damages caused by their legal representatives in the exercise of their functions.
What happens if the administrators prior to the current ones incurred liability?
If the previous administrators of a company incurred responsibility for irregularities, the current administrators will be jointly and severally liable if they were aware of the irregularities and did not report them in writing to the company's commissioners or supervisory body.
What happens if the administrators of a company incur liability?
If the administrators of a company incur liability, they will be liable for the damages and losses they cause, and they may also be dismissed and removed in the performance of their duties.
Who can exercise civil liability actions against administrators?
In the case of limited liability companies and corporations, the action corresponds to the general assembly of partners or general assembly of shareholders that will designate a person to exercise the corresponding action.
What is a power?
Power of attorney is a legal act through which a person (principal) authorizes another person (proxy) to perform certain acts acting on their behalf.
What is a general power of attorney?
A general power of attorney is one that a person (principal) grants to another person (proxy) in order for them to carry out various legal or procedural acts on their behalf. For example, a general power of attorney can be granted so that the attorney can carry out acts of administration and ownership such as the sale of real estate.
What is a special power?
A special power of attorney is one granted by one person (principal) to another (proxy) to perform certain specific acts on their behalf. For example, when a company grants power to a person to sign a specific contract on behalf of the company.
What are the formalities for granting a power of attorney?
In accordance with the Federal Civil Code, the powers of attorney will be granted in writing, in a public deed before two witnesses and ratifying the signatures of the grantor and of the witnesses before a notary, before the corresponding judges or administrative authorities, depending on the case in question. .
In the case of general powers of attorney for lawsuits and collections, it will suffice to say that it is granted with all the general and special powers that require a special clause in accordance with the law, so that they are understood without any limitation.
In the case of general powers of attorney to administer property, for the agent to have all kinds of administrative powers, it will suffice to say that it is granted with such character.
In the general powers of attorney to exercise acts of ownership, it will suffice to say that it is granted with such character so that the agent has all the powers of owner. If these powers are to be limited, the limitations will be stated or special powers will be granted.
Another of the formalities established by the Federal Civil Code is that notaries public in the testimony that contains the power of attorney must insert the article of the Code that refers to the granting of powers.
It is also common in practice that the articles of incorporation of a commercial company grant general or special powers of attorney to partners or persons outside the company.
Do powers of attorney have to be registered in the Public Registry of Commerce?
The powers of attorney may be registered in the Public Registry of Commerce.
Can the representatives of commercial companies grant powers of attorney to third parties?
Yes, the representatives of the commercial companies can grant powers of attorney to third parties, which may be special or general powers of attorney.
What is a mandate?
According to the Federal Civil Code, the mandate is the contract that can be verbal or written and by which a person (the agent) undertakes to execute on behalf of another natural or legal person (the principal) the legal acts that the latter commissions.
The mandate is perfected by the acceptance of the mandate that can be express or implied. Tacit acceptance refers to executing the legal acts referred to in the mandate.
Can the representation, power or mandate be revoked?
Yes, it is possible to revoke the representation of the company, powers and mandate, following the formalities indicated by law.
