Corporate, Mergers & Acquisitions,

Finance and Foreign Investment

With attorneys admitted in both the United States and Mexico, Rosen Law can structure, form and manage corporate transactions and entities in both countries, seamlessly.

Businesses and individuals wishing to form a Mexican entity have a variety of corporate vehicles at their disposal, but each may result in varying liability consequences for both the company and its members and officers. Corporate compliance is particularly rigorous in Mexico for companies with foreign participation, with additional requirements imposed by the Foreign Investment Law and Tax Code.

To assist clients in complying with these and other company law matters, Rosen Law provides a variety of services including:

  • Structuring and incorporating Mexican subsidiaries, joint venture vehicles, special purpose entities and branch offices
  • Structuring Mexican venture capital, REITs, PPMs (Private Placement Memoranda), and private equity investment vehicles through Mexican SRLs, SAs, SOFOMs, (multi-purpose financial vehicles), Sociedades en Comandita (limited partnerships) and trusts
  • Forming LLCs, LP, LLLPs, S Corps and C Corps to serve as holding and/or joint venture companies in the United States and drafting related company documents such as operating agreements, subscription agreements, consent minutes, unit and share purchase and assignment agreements
  • Drafting and formalizing powers of attorney granted for use abroad in accordance with international convention, including advice and coordination of notarization and apostille process
  • Structuring and drafting project and asset based financing and security devices and agreements on both sides of the border (e.g., guaranty and administrative trusts, pledges, mortgages, reservation of title and reversion provisions, security agreements, leasebacks, financial mortgages, construction and bridge loans, and promissory notes)
  • Structuring and drafting cross-border loan documents subject to U.S. and Mexican law
  • Drafting agreements for secured and unsecured lending transactions
  • Drafting capital increases and share transfer minutes and contracts
  • Structuring and preparing joint ventures, partnership agreements, operating and development agreements
  • Maintaining corporate minutes and books and ensuring general corporate compliance
  • Ensuring compliance with the Mexican Foreign Investment Law and Regulation with respect to registration, notices and filings, as well as analysis of limitations on foreign shareholdings in Mexican entities operating in strategic or highly regulated sectors.