Abstract

RAMIREZ MARTINEZ, Álvaro. The creation of the Simplified Shares Company: Constitutional analysis of this new regime in matters of Mercantile Companies. Derecho glob. Estud. sobre derecho justicia [online]. 2017, vol.2, n.6, pp.85-106.  Epub Oct 23, 2020. ISSN 2448-5136.  https://doi.org/10.32870/dgedj.v0i6.91.

After six months of its publishing in Mexico´s Official Journal, the bill, which creates the Shares Simplified Corporation (Sociedad por Acciones Simplificada), came into effect on September 14th, 2016 as a reform of the General Act of Mercantile Corporations (Ley General de Sociedades Mercantiles). This new scheme for corporations is inspired on the Principles for Corporate Governance issued by the Organization for Development and Economic Cooperation (OCDE) in order to reach international standards. This innovative corporation can be constituted online by one or several shareholders in 24 hours. Shareholders must bear an electronic signature in order to apply for this corporation. Furthermore, if controversies arise among shareholders, mandatorily Alternative Dispute Resolution Mechanisms (ADR´s) are preferred over adjudication. Shareholders are not required to use the services of fedatarios públicos( notarios públicos and corredores públicos). Surprisingly, in implementing this new corporation system, the Mexican state set aside one of its legal cornerstones: public faith, which is vested by the state upon public notaries (notarios públicos), who give public faith on all juridical acts and upon brokers (corredores públicos), who give public faith specifically on commercial acts. Mexico´s efforts to increase Foreign Direct Investment (FDI) led the Federal Legislative Power to promote this reform in order to implement a new way to constitute a business corporation without considering the violation of human rights of future investors, national and foreign because the constitution of business corporations lies primarily in the concept of public faith as provided in state and federal laws as well as the judiciary. Although Mexico has entered into more than a dozen free trade agreements with several countries from different economic blocs, future national and foreign direct investments are at peril due to the legal uncertainty in constituting these kinds of business corporations.

Keywords : Mexico; e-government; Foreign Direct Investment; Corporations; Business Law; Free Trade Agreements; Human Rights.

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