Commercial Code of Mexico - New Code Published in the Official Journal of the Federation on October 7, 1889 Current Text Last Reform Published Dof 27/01/2011 - First Book Preliminary Title - First Title Merchants - Title Two Obligations Common to all Those Who Profess to Trade

COMMERCIAL CODE OF MEXICO

FIRST BOOK

New Code published in the Official Journal of the Federation on October 7, 1889

CURRENT TEXT

Last reform published DOF 27/01/2011

Effective Note: Special Title, called "THE TRIAL Commercial" which includes items 1390 to 1390 Bis Bis 49, added by decree published in the Official Journal of the Federation on January 27, 2011, will take effect January 27, 2012.

The President has addressed to decree as follows:

"PORFIRIO DIAZ Constitutional President of the United Mexican States, its inhabitants, you know:

By virtue of the authority granted to the executive of the Union by decree of June 4, 1887, I had to issue the following

CODE OF COMMERCE
BOOK ONE
PRELIMINARY TITLE

Article 1 .- The only commercial acts shall be governed by the provisions of this Code and other applicable commercial laws.

Article 2.- In the absence of provisions of this ordinance and other trade laws will apply to commercial transactions the common law contained in the Civil Code applicable in federal matters.

FIRST TITLE

Merchants

Article 3.- Traders are deemed in law:

I. - People who have legal capacity to engage in trade, make it their daily occupation;

II .- Companies incorporated under the trade laws;

III .- Foreign companies or agencies and branches of these, within the national territory to exercise acts of commerce.

Article 4.- People who accidentally, or without a permanent establishment, do any trading operation, though not in law merchant, are however subject to the laws for her business. Therefore, farmers and manufacturers, and in general all those who have raised warehouse or store in any town for the sale of the fruits of their farm or processed products and their industry, or work, make alterations to expend will be considered as traders concerning their stores or shops.

Article 5.- Any person who, under the common law, is able to recruit and bound, and whom the same laws do not expressly prohibit the profession of trade, has the legal capacity to exercise it.

Article 6.- (Repealed).

Article 6a. Traders must make their activity in accordance with honest practices in industrial or commercial, so refrain from acts of unfair competition:

I. - Create confusion by any means whatever with the establishment, goods or industrial or commercial activity of another merchant;

II .- Discredit, through false allegations, the establishment, goods or industrial or commercial activity of any merchant;

III .- Induce the public as to the nature, manufacturing methods, characteristics, suitability for use or quantity of the products or

IV .- Are covered by other laws.

Civil actions proceeds of acts of unfair competition can only commence once approval has obtained a final ruling in the administrative, whichever is applicable.

Article 7.- (Repealed).

Article 8.- (Repealed).

Section 9.- Both men married women traders can mortgage their real estate business security obligations and appear in court without license of the other spouse when the marriage is governed by the regime of separate property.

Marriage in the social system, neither the man nor the woman traders may mortgage or encumber the assets of the society or their own fruits or products which correspond to the company without the permission of the other spouse.

Article 10.- (Repealed).

Article 11.- (Repealed).

Article 12 .- They can conduct business:

I. - Runners;

II .- Bankrupts who have not been rehabilitated;

III .- The final sentence that has been convicted of crimes against property, including these falsehood, embezzlement, bribery and extortion.

The limitation referred to in the preceding section, begin to take effect from causing Judgement respective execution and lasts until compliance with the sentence.

Article 13.- Foreigners are free to engage in commerce, as it has been agreed in treaties with their respective nations, and which disposes the laws to fix the rights and obligations of aliens.

Article 14.- Aliens traders, all acts of commerce involved, shall be subject to this Code and other laws.

Article 15.- Companies incorporated abroad legally established in the Republic, or are there any agency or branch, may exercise the trade, subject to the special requirements of this Code in all that concerns the creation of its facilities in the country to their business operations and the jurisdiction of the courts of the Nation.

As it relates to its ability to contract, be subject to the provisions of the relevant article of the title of foreign companies.

TITLE TWO

Obligations Common to all those who profess to Trade

Article 16.- All traders, because if so, are required.

I. - The publication through the press, commercial quality, essential to their circumstances, and when appropriate, the amendments are adopted;

II .- The registration in the public trading of documents whose content and authenticity must be notorious;

III .- To maintain an accounting system in accordance with Article 33.

IV .- A conservation of correspondence that relates to the rotation of the merchant.

CHAPTER I

Ad Quality Companies

Article 17.- Traders have a duty.

I. - In the opening part of the establishment or firm owned by media that are suitable, in places where they have home offices, business relationships or stewards, this information will announce the name of the facility or office location and object if the person in charge of administration, name and signature, if no company, its nature, an indication of the manager, the corporate name or denomination and the person or persons authorized to use one or the other, and the appointment of homes, offices or agencies, if any;

II .- Giving part, equally, the changes suffered by any of the aforementioned circumstances.

III .- (Repealed).

CHAPTER II

Trade Register

Article 18.- At the Public Registry of Commerce trade register acts and those who interact with merchants and law to require it.

The operation of the Public Registry of Commerce is in charge of the Ministry of Trade and Industry, hereinafter the Secretariat and the authorities responsible for public registry of property in the states and the Federal District in terms of this Code and of coordination agreements to be signed as provided by Article 116 of the Constitution of the United Mexican States. For these purposes there will be the offices of the Public Registry of Commerce in each state that requires the particular trade.

The Secretariat will issue the necessary guidelines for the proper operation of the Public Registry of Commerce, to be published in the Official Journal of the Federation.

Article 19. The registration or registration in the commercial register will be optional for individuals engaged in trade and compulsory for all trading companies to respect their constitution, transformation, merger, dissolution and liquidation and for ships. The first will be registered automatically when registering any document whose registration is necessary.

Article 20.- The Public Registry of Commerce will operate with a computer program and a central database with links to the databases from their offices in the states. The databases will have at least one electronic endorsement.

Using the computer program will perform the capture, storage, custody, security, consultation, reproduction, verification, management and transmission of registration information.

The databases of the Public Registry of Commerce in the states will be integrated with all the information entered by the software of each entry or notation of registrable commercial acts, and the central database with the information that those responsible Registry incorporated into the databases located in the states.

The software will be established by the Secretariat. This program and the databases of the Public Registry of Commerce, are owned by the Federal Government.

In the event of any conflict or alleged alteration of the information from the Public Registry of Commerce contained in any database state, or any other support, if any, will prevail the information recorded in the central database, unless proven otherwise.

The Secretariat shall establish the formats, which will be freely reproduced and the data requirements and other information necessary to perform registrations, records and notices referred to in this Chapter. This must be published in the Official Journal of the Federation.

Article 20 bis.- The heads of the offices of the Public Registry of Commerce shall have the following powers:

I. - Implement the provisions of this Chapter in the area of ​​the corresponding federal entity;

II .- Being custodian of public faith commercial registration, the exercise of which will be assisted by the registrars office to office;

III .- Direct and coordinate the functions and activities of the administrative units responsible for complying with the provisions of this Code, the relevant regulations and guidelines issued by the Secretariat;

IV .- Allowing the search for the registration files held by the Register and issue the certificates they request;

V. - Operate the software program automated registration system at the office in charge, as provided in this Chapter, the relevant regulations and guidelines issued by the Secretariat;

VI .- Provide facilities for the Secretariat to monitor the proper operation of the Public Registry of Commerce and

VII .- All others are indicated in this chapter and its regulations.

Article 21.- There will be an electronic folio for each trader or partnership, which will be recorded:

I. - Your name, company name or title.

II .- The kind of trade or operations they are engaged;

III .- The due date for starting or have started their operations;

IV .- The address specifying who has established branches;

V. Public instruments in stating that the constitution of corporations, as well as containing its transformation, merger, dissolution and liquidation;

VI .- The minutes of the first general meeting and documents attached to it, in corporations that are formed by public subscription;

VII. For purposes of trade and electronic consultation, optionally, powers and staff appointments and resignations or revocations;

VIII .- (Repealed).

IX .- The license that a spouse has given another in terms of the second paragraph of Article 9.;

X. - Prenuptial and documents evidencing any amendments thereto;

XI .- Documentary evidence of assets or equity to have the child or ward who are under custody, or under the supervision of parent or guardian merchants;

XII. The change of name or business name, address, purpose, duration and increasing or decreasing the minimum fixed capital;

XIII .- (Repealed).

XIV .- The issue of shares, bonds and obligations of railways and all kinds of companies, whether public works, or other credit companies, expressing the range and number of titles of each issue, interest and amortization, the total amount of issue, and the goods, works, rights or mortgages, when available, which are assigned to your payment. Also be filed in accordance with these precepts, we made the specific emissions;

XV .- (Repealed).

XVI .- (Repealed).

XVII .- (Repealed).

XVIII .- (Repealed).

XIX .- Authorizations for public corridors to record information;

XX .- Security interests that has been declared, and the legal acts which would constitute a special privilege or lien on property to third parties, pursuant to the provisions of Articles 32 bis 1 to 32 bis 9 of this Chapter .

Article 21 bis.- The procedure for registration of commercial acts in the Public Registry of Commerce shall be subject to the following principles:

I. - Will be automated and subject to time limits for response;

II .- Consist of the following phases:

a) Reception, physical or electronic pre-coded form, accompanied by the instrument stating the act to register, payment of duties, generation of income and ballot control number of progressive and constant for each act;

b) Precoded form analysis and verification of the existence or nonexistence of records and registration, if any, pre-registration of such information to the database located in the federal state;

c) Rating, which eventually will be allowed entry in the database using the electronic signature of the competent public servant, which is generated or add the corresponding electronic folio and

d) Issuance of a registration slip to be delivered physically or electronically.

III. The registration of acts that are sent by electronic means in accordance with Article 30 bis 1 of this Code, the payment of fees online, it is immediate, final and not be subject to classification by the responsible office or registrar.

The rules of this chapter develops the registration procedure in accordance with the above bases.

Article 21 bis 1 .- The priority of rights on two or more acts relating to the same electronic folio will be determined by the number of control or if the digital time stamp to grant registration, regardless of the date of its constitution or celebration.

Article 22.- If, under the law, any act or contract must be entered in the Public Registry of Property or special records, enrollment in these records will be enough to take the corresponding effects of commercial law, provided that in the Public Register Trade take account of such registration and changes to it.

The registration of security interests shall be subject to the provisions of Section One of this Chapter.

Article 23.- Entries must be in the office of the Public Registry of Commerce of the domicile of the merchant, but if it comes to real estate or real rights over them made, the registration will also office corresponding to the location of the property, except legal provision establishing a separate procedure.

Article 24.- Foreign companies must prove to their registration in the Public Registry of Commerce, to be incorporated under the laws of your country and authorized to conduct business by the Secretariat, subject to the provisions of international treaties or conventions.

Article 25.- The acts under this Code or other laws must be registered with the Public Registry of Commerce shall be specified:

I. - Instruments executed before a notary public or public hall;

II .- Rulings and judicial decisions or administrative certified;

III .- Documents ratified before a notary public or broker, or judicial authority, as appropriate, or

IV .- Other documents in accordance with other laws so provide.

Article 26.- The documents of foreign origin relating to registrable events may be included in a public document previously issued public notary or broker, for registration in the Public Registry of Commerce.

The foreign judgments are recorded only when a half order of Mexican judicial authority competent in accordance with applicable international rules.

Article 27.- The lack of registration of the acts for which registration is compulsory, they will have legal effects only among those who celebrate and may not cause harm to others, which themselves can take advantage of them in what he is in favor.

Article 28.- If the merchant to omit the entry or registration of documents expressing the fraction X of article 21, may ask the other spouse or anyone with the right food for it.

Article 29.- The documents listed will produce its legal effect from the date of registration, and may not invalidate other non-registered before or after.

Article 30.- Individuals may consult the database and, if necessary, request the respective certificates, payment of royalties.

The certificates shall be issued on written request must contain the data necessary to locate the seats on the need to relate the certification and, where appropriate, the terms of the corresponding electronic folio.

When the respective application refers to acts not yet written, but entered the office of the Public Registry of Commerce, the certificates will refer to the entries of presentation and processing.

The Secretariat may by guidelines, mechanisms for processing and issuing of certificates by electronic means.

Article 30 bis.- The Ministry may authorize access to the database of the Public Registry of Commerce who so request and comply with the requirements for it under the terms of this Chapter, the relevant regulations and guidelines issued by the Ministry without such authorization in any case involving register or modify registry entries.

The Secretariat issue digital certificates used by persons authorized to sign electronically the information related to the Public Registry of Commerce and other users, it may also be recognized for the same purpose digital certificates issued by other certification authorities provided that, in his opinion, present the same degree of reliability and comply with security measures to be established by the Secretariat.

Article 30 bis 1 .- Where the authorization referred to in the preceding article shall be granted to a Public Notary, this authorization will also allow the delivery of digital media information to the Registry and he has made the referral to the notary public for the acknowledgment that contains the number of control and digital time stamp referred to in Article 21 bis 1 of this Code.

Notaries and public brokers requesting such permission should be granted a bond or guarantee to the Treasury of the Federation and registered with the Secretariat to ensure any damages caused to individuals and the Ministry in connection with the operation of the software and the use of registration information, including which corresponds to Section One of this Chapter, an amount at least equal to 10 000 times the daily minimum wage in force in the Federal District.

In case of notaries and public brokers are bound by the relevant law to guarantee the exercise of its functions, will grant the bond or guarantee referred to in the preceding paragraph in an amount equal to the difference between this and the given . The guarantee may be given in solidarity on the part of schools or clusters of a Public Notary.

Article 31 .- The Registrar may refuse or suspend the registration of acts in accordance with regulations or guidelines are considered immediate registration. In other cases, neither can deny or suspend the registration of commercial documents presented to them, unless:

I. The act or contract that contains them is not of those who must register;

II. Is in manifest contradiction with the contents of the existing registry entries, or

III. The document in question does not express or express without sufficient clarity, the data must contain the registration.

If the administrative or judicial orders that refused to register a tool, the registration will take effect since I was first introduced.

The registrar shall suspend the registration of acts to be registered, provided that there are defects or omissions that are correctable. In any case, require the interested party for the period determined by the laws of this Chapter, the remedy, it being understood that failure to do so will be denied entry.

Article 32.- The rectification of entries in the database because of material error or concept, only applies when there is a discrepancy between the instrument stating the event and registration.

It is understood that material error was committed when writing words for others to omit the expression of some circumstance or mistake the names or the amounts to the copy of the instrument stating the act, without changing thus the general sense of the inscription nor any of its concepts.

It is understood that misconception is committed when the inscription expressing any of the contents of the instrument, alter or vary its meaning because the registration is responsible for any mistake made in the same trial, by an erroneous classification of the contract or act inscribed on it or any other similar circumstances.

Article 32 bis.- In the case of misconceptions, the seats practiced in the pages of the Public Registry of Commerce may be corrected only with the consent of all interested in the seat.

In the absence of unanimous consent of those concerned, the rectification may be made only by judicial decision.

The concept grinding will take effect from the date of rectification.

The procedure for making the correction in the database will be determined by the Secretariat on guidelines issued to that effect.

SECTION ONE

The Registry of Secured Transactions

Article 32 bis 1 .- The security interests that are formed with attachment to this or other jurisdictions of the market order, modification, transmission or cancellation, and any legal act is done with or for them, will be subject to registration under the terms of this Section.

The security interests are covered, without prejudice to those which by their nature to keep that character, commercial legal acts through which they constitute, modify, transmit or cancel a special privilege or lien on property for third .

All are presumed commercial security interests granted in favor of a merchant, which will only be subject to registration under the terms of this Section.

Article 32 bis 2 .- It is the Registry of Secured Transactions, hereinafter the registry as a section of the Public Registry of Commerce, where he entered the guarantees referred to in the preceding article, which will advertise the same for the effects establish this or other jurisdictions. This section is subject to the special operating bases referred to the following articles.

Article 32 bis 3 .- The Register shall be the exclusive responsibility of the Secretariat, its operation will be by digital means, using the software provided by the Secretariat and in a national database.

Article 32 bis 4 .- Registration of security interests, modification, transmission or cancellation, as well as any act connected with them, effective immediately upon receipt, payment of royalties, and in the folio of the grantor.

Unless proven otherwise, it is presumed that the granting of security interests permitted to register them in the registry.

The procedure for registration of security interests in the Register will be based on the following basis:

I. - Will be automated;

II .- The inscriptions, annotations or any act associated with them must be done through digital media, using pre-coded form established for that purpose;

III .- The registry will generate the appropriate ballot, it will be delivered digitally to your petitioner, and

IV .- Be registered, as appropriate and in accordance with the provisions of the Regulations, all business documents through which they constitute, modify, transmit or cancel a security interest.

Are authorized to perform registration or entries in the registry public notaries, judges and offices of the Secretariat enabled in the states, as well as financial institutions, public servants and others for those purposes authorized by the Secretariat .

Creditors, levels of authority or persons empowered them to sign or notes secured transactions, will be responsible for all legal purposes the existence and accuracy of the information and documentation relating to the inscriptions and annotations carried out. If a financial institution or legal person making the unauthorized registration or notation and is part of the contract as pledgee, trustee or trustee, shall, regardless of the employee or making the booking.

It is the responsibility of those who make an entry or notation, to perform the correction of clerical errors or misconceptions that they contain. It is understood that a mistake of concept, when expressing the inscription or annotation of any conventional or formal content of the guarantee or act subject to registration, alter or vary its meaning by virtue of a misjudgment of the wearer out. All other materials shall be considered mistakes.

Creditors, levels of authority or persons empowered to carry out registration or entries in the registry, are responsible for the damages that may give rise as a result. The victim may choose to claim the damages incurred by you your estimate and accreditation or legal sanction. Legal sanction and demand is calculated in an amount equal to 1.000 times the current general minimum daily wage in Mexico City. The foregoing is without prejudice to criminal or administrative sanctions as may be appropriate.

Unless the term of the registration or notation established in the pre-coded form, it will be valid for one year, it will be capable of being renewed.

Article 32 bis 5 .- In the terms established by the relevant regulations, just as likely to be recorded in the registry, early warnings, judgments or administrative and any act which constitutes its nature, modify, transmit or cancel a security interest.

Article 32 bis 6 .- Registered security interests in accordance with this Section shall take effect against third parties in accordance with the respective laws.

Article 32 bis 7 .- Any interested party is entitled to request the Secretariat to issue certificates in respect of acts in the Register upon presentation of such request and payment of the respective rights.

Article 32 bis 8 .- The Registry will develop regulations include:

I. The procedures and technical and operational requirements in connection with registrations, annotations, approvals and consultations carried out;

II. The characteristics of pre-coded forms for registration and entry in the Register;

III. The criteria for the classification of various securities, as well as the property subject thereto;

IV. The procedure for renewal of registration;

V. The procedures and requirements for correction, amendment or cancellation of the registry information, and

VI. Any other information, requirements, procedures or conditions necessary for the proper operation of the registry.

Article 32 bis 9 .- Shall not apply to this Section, the provisions of Articles 18, second paragraph, except the powers provided to the Secretariat, 20, 20 bis, 21, except as noted in section XX, 21 bis, 23, 25; 26, 31, 32 and 32 bis.

CHAPTER III

Accounting Companies

Article 33.- The trader is obliged to keep and maintain a proper accounting system. This system may be using the tools, resources and systems for recording and processing best suited to the particular characteristics of the business, but in any case shall meet the following minimum requirements:

A) Will identify the individual operations and their characteristics as well as connecting these individual operations with original documentary evidence thereof.

B) Allow to trace individual transactions from the accumulations that result in the final figures of the accounts and vice versa;

C) Allow the preparation of the states included in the financial information of business;

D) Will link and follow the trail between the number of such states, the accumulation of individual accounts and operations;

E) Include control systems and internal verification necessary to prevent the failure of the operational records to ensure the correction of accounting records and to ensure the correctness of the resulting figures.

Article 34.- Whatever the recording system is used, should be worn properly bound, bound and paginated the general ledger and in the case of corporations, the book or books of minutes. The binding of these books may be a posteriori, within three months of the year end, without prejudice to the special requirements and regulations established by law for tax records and documents relating to the tax liability of the merchant.

Article 35.- The ledger should record at least and at least once a month, the names or designations of accounts of accounting, the balance at the end of the immediately preceding registration period, the total movement of charge or credit each account in the period and your bottom line. They may be older individuals for offices, business segments or any other classification, but in all cases there must be more general to concentrate all operations of the entity.

Article 36.- In the book or books of records shall contain the entire understanding relating to the take up of business meetings or meetings of members, and if so, the board of directors.

Article 37.- All records referred to in this chapter shall be in Castilian, though the trader is an alien. If condition is not fulfilled the merchant will incur a fine of not less than 25,000. 00 pesos, which shall not exceed five percent of their capital and may order the appropriate authorities to make the translation into Castilian by duly recognized expert translator, being merchant account all the costs arising from such translation.

Article 38.- The dealer must keep, properly filed, the original receipts for their operations, so that may be related to such transactions and the record of them do, and must be kept for a minimum period of ten years.

Article 39.- (Repealed).

Article 40.- (Repealed).

Article 41.- In the minutes it will take every society, in the case of general meetings, is expressed: the respective date, those attending them, the numbers of shares that each represents the number of votes that can make use agreements taken, which entered the letter, and when the votes are not economic, the votes cast, in addition to appropriate care all that leads to perfect knowledge of the agreement. When referring to the minutes of the board meeting, only the state: the date, name of attendees and respect of the resolutions passed. They shall be authorized signatures of the persons whom the statutes confer this power.

Article 42.- No research can be done automatically by a court or any authority, to inquire whether or not traders carry the accounting system referred to in this chapter.

Article 43.- Nor may, at the request, communication, delivery or general recognition of the books, records, vouchers, letters, accounts and documents of traders, but in cases of universal succession, liquidation of company management or business account management other or bankruptcy.

Article 44.- Outside the default cases in the preceding article may be ordered only exhibition of books, records and documents of traders, upon application or ex officio, when the person who owned an interest or responsibility in the matter proceed display.

The recognition will be in the place that you can store books or preserve records or documents, or that agreed upon between the parties, in the presence of the merchant or the person to commission and contract only the points having directly related to the action brought them even realizing that is foreign to the special account has applied for recognition.

Article 45.- If the books shall be found outside the residence of the court to order her exhibition, check it at the place where such books exist, without requiring their transfer to the trial.

Article 46.- Every merchant is obliged to keep books, records and documents of your business for a minimum period of ten years. The heirs of a dealer have the same obligation.

CHAPTER IV

Correspondence

Article 47.- Traders are required to keep duly filed the letters, telegrams and other documents received in connection with their business or money, as well as copies of that issue.

Article 48.- Being copies of letters, telegrams and other documents issued to traders as well as those who receive that are not included in the following article, the file can be integrated with copies obtained by any mechanical, photographic or electronic, that allow later playback and in full consultation or enforcement if necessary.

Article 49.- Traders are required to retain for a minimum of ten years the originals of these letters, telegrams, messages, data or other documents to be reflected in contracts, agreements or commitments that give rise to rights and obligations.

For purposes of conservation and presentation of original, in the case of data messages, will require that the information has remained complete and unaltered from the time they are first generated in its final form and is accessible for further consultation. The Ministry of Trade and Industry issued the Mexican Official Standard establishes the requirements that must be observed for the conservation of data messages.

Article 50.- The court may, ex officio, or upon its self, to be presented in court the letters that relate to the subject of the dispute and that their copy compulsive, that are written by the litigants, fixing in advance with precision by the requesting party, which are to be copied or reproduced.

THIRD TITLE

In Corridors

(Repealed).

Article 51.- (Repealed).

Article 52.- (Repealed).

Article 53.- (Repealed).

Article 54.- (Repealed).

Article 55.- (Repealed).

Article 56.- (Repealed).

Article 57.- (Repealed).

Article 58.- (Repealed).

Article 59.- (Repealed).

Article 60.- (Repealed).

Article 61.- (Repealed).

Article 62.- (Repealed).

Article 63.- (Repealed).

Article 64.- (Repealed).

Article 65.- (Repealed).

Article 66.- (Repealed).

Article 67.- (Repealed).

Article 68.- (Repealed).

Article 69.- (Repealed).

Article 70.- (Repealed).

Article 71.- (Repealed).

Article 72.- (Repealed).

Article 73.- (Repealed).

Article 74.- (Repealed).