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PREVENTIVE PRACTICE

Prevention is the most sound legal decision a business can make.

At AA Legal, we understand that the most costly legal problems are not those that end up in litigation — they are the ones that were never anticipated. Our Preventive Practice exists to provide your business with the legal safeguards it needs before disputes arise.

We work with companies, entrepreneurs, and developers who recognize that legal counsel is not an expense — it is an investment in operational continuity and legal certainty.

Corporate Law

A company's legal structure is not a mere administrative formality — it is the foundation upon which every business decision is built. A defectively incorporated entity, articles of incorporation with material gaps, or a weak corporate governance framework can generate shareholder disputes, tax contingencies, and third-party vulnerabilities that tend to surface at the worst possible moment.

At AA Legal, we advise on the incorporation and structuring of commercial companies under the General Law of Commercial Companies — S.A. de C.V., S. de R.L. de C.V., S.A.S. — and civil associations. Our services encompass mergers, spin-offs, corporate transformations and dissolutions, legal due diligence, the drafting of shareholders' agreements, share and equity interest issuances and transfers, and the design and implementation of corporate governance frameworks including boards of directors, statutory auditors, audit committees, and dual-signature or four-eyes decision-making mechanisms.

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Contract Law

A well-drafted contract does not merely record an agreement — it allocates risk, establishes remedies, and protects the parties when the relationship deteriorates. A poorly drafted contract, on the other hand, may become an adversary's most effective tool.

We draft, review, and negotiate purchase and sale agreements, service contracts, lease agreements, agency and distribution agreements, commercial representation and franchise contracts, joint venture agreements, construction contracts, non-disclosure and non-compete covenants, and foreign investment contracts incorporating governing law, jurisdiction, and international commercial arbitration clauses under ICC, CAM, or UNCITRAL rules. Our contract practice takes into account both Mexican law and the obligations arising from applicable international treaties, including the USMCA.

Corporate Governance

A company's internal operations generate ongoing legal obligations that, when neglected, invite challenges, nullification proceedings, and shareholder disputes capable of disrupting business operations entirely.

We advise on the convening and conduct of ordinary and extraordinary shareholders' and partners' meetings, the preparation and notarization of corporate minutes, the amendment of bylaws and articles of incorporation, the granting, modification, and revocation of notarial powers of attorney, registration with the Public Registry of Commerce, tax compliance with the SAT regarding shareholders and partners, and the drafting of succession and business continuity clauses for the orderly transfer of corporate control.

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Preventive Labor Law

The 2019 labor reform fundamentally restructured Mexico's employment law framework. Companies that have not updated their contractual and compliance structures face contingencies ranging from administrative penalties to high-stakes oral proceedings.

We design and review individual and collective employment agreements, internal work regulations, payroll and benefits policies, outsourcing and insourcing arrangements in accordance with the 2021 specialized services reform, employment contracts for foreign workers under applicable immigration regulations, IMSS and INFONAVIT compliance programs, and preventive strategies against strike notices and collective labor disputes.

Corporate Criminal Compliance

The criminal liability of legal entities in Mexico is a legal reality that many companies continue to underestimate. The Federal Criminal Code — most notably Article 11 Bis on the criminal liability of legal entities — the Federal Tax Code regarding tax offenses, the LFPIORPI governing transactions involving illicitly obtained funds, and the General Law of the National Anti-Corruption System in matters of corruption involving public authorities, impose concrete obligations whose non-fulfillment may result in criminal sanctions against both the company and its officers and legal representatives.

 

We design and implement corporate compliance programs encompassing anti-corruption policies, corporate criminal risk matrices, supply chain due diligence protocols, and internal whistleblowing mechanisms. For companies with international operations, we integrate FCPA and UK Bribery Act standards where applicable.

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Notarial Services and Public Authentication

The proper formalization of legal acts is not a bureaucratic requirement — it is the difference between an act that produces full legal effects vis-à-vis third parties and one that may be challenged or disregarded. At AA Legal, we accompany our clients through every act requiring formal legal certainty.

We work in close coordination with reputable notarial offices and public brokerage institutions for the formalization of public deeds and contracts, incorporation and amendment of commercial companies, granting and revocation of notarial powers of attorney, notarization of corporate minutes, real property purchase and sale transactions, cancellation of mortgages and encumbrances, and the certification of facts and documents with full evidentiary value. Every transaction is subject to legal review prior to formalization to ensure that the public instrument accurately reflects the parties' intent and complies with all applicable legal requirements.

Protect your business before you need to defend it. Talk to our team.

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