In general, in the “articles of association” of a Mexican company, it is customary to add the first minutes of the general meeting of shareholders /partners of the new company, and in this law, as a rule, either the board of directors or the sole director is appointed. The purpose of this paper is to consider selected topics of practical interest from recent experience in the field of the General Assembly. The topics have been chosen on the basis of the essential requirements that give legitimacy to the procedure and make it possible to speak of a management board capable of reaching binding majority agreements on jurisdictional issues. In. The functions of the Attorney-General are determined, at his discretion, under the terms of the mandate contract, in which the will of the parties intervenes and one of them undertakes to perform one or more commercial acts (representatives) on the instruction of the principal and on his behalf in accordance with article 2142 of the Civil Code. in accordance with Articles 832 and 1262 of the French Commercial Code. The Chief Executive Officer is accountable to the Annual General Meeting and therefore to all shareholders of his management. He is only liable for social debts with his personal property if he seriously violates the obligations related to his position. It is important to emphasize that the reasons why the director`s liability may be sought are limited, for example, and, inter alia, because the dissolution of the company or the bankruptcy of the corresponding creditors are not encouraged; when a company closes “de facto” without promoting appropriate legal action, etc. However, according to the diction of section 236.2 of the CSA, the director is not relieved of his liability because the General Meeting approves, approves or ratifies the actions of the director if the responsibilities arise from an abusive exercise of his office.
The general power of attorney is also granted by a notarial deed, but its scope is much broader in terms of decision-making or representation of the company. For this reason, the figure of the general representative is often confused with that of the director of the company, up to the identification of the figure of the “de facto administrator”. For the duration of the legal powers that one person confers on another person, we have two models: the first is that the person who transfers power to another person sets a period in which he represents him as the legal representative of the same person, and then the expiration period is that agreed by the persons in whom the legal power is mobilized, and, conversely, within which no period is fixed, the period of validity of it is until the death of the legal representative or until the death of the customer. Similarly, a single watches over the interests of the person such as the legal representative, but the representative is essentially characterized only by the possibility of carrying out procedures in general, whether or not they are advantageous for the client. The most typical case of a legal representative is when X number of persons form a company (the partners) and in accordance with general commercial company law, it is stipulated in the articles of association that the company is managed by a board of directors or a single director. Later in the articles, it is customary to establish a list of powers that will have such a board of directors or a single director. Legal representative and legal representative are expressions that we hear very often, but do you know the difference between them? For legal purposes, they are not the same, although they may be for practical reasons. As a general rule, legal representation can only be revoked under exceptions such as negligence in the administration of its office, death of the representative, termination of the company or dismissal by vote or higher authority. Another feature of the functions is that the agent is a great facility for the one who assumed that the power of attorney gives the agent the function of being able to perform the relevant legal procedures of the entity without the need for the presence of another person, he can also manage the assets of the entity and in some activities represent them to the organization with his title of authorized representative, without requiring the presence of the owner or owner of the organization. A legal representative is just that, it is someone who represents another or another and who has been legally recognized as such.
Secondly, it is the one that the law establishes with an imperative and complementary character to the capacity of certain persons; without all physical or mental possibilities, or for special purposes. A legal representative may act on behalf of various legal entities such as the company, limited liability company, branch, joint venture, consortium and others. In the same sense, there is the general proxy; This power has more leeway when it comes to making decisions or representing the company. For this reason, the number of the general representative is often confused with that of the administrator, until the number of the “de facto administrator” is determined. Unlike the special power of attorney, it is a document that must be registered in the commercial register. In addition, its validity can be as long as necessary. Unlike the special power of attorney, it is a document that must be registered in the commercial register and whose validity can be as long as necessary.