CORPORATE

This Mexican & International Law firm is comprised of corporate lawyers experts in designing and implementing legal structures.  Our attorneys are thus in a position to give practical and efficient responses to our clients’ problems and questions.

Ernesto Velarde- Danache, Inc. provides legal counsel on matters including:

Company Formation

In order to establish a Mexican Company our attorneys must obtain a denomination permit from the Ministry of Foreign Affairs (Secretaria de Relaciones Exteriores); in order to file for this permit, it is recommended for you to provide us with at least three (3) options for the corporate name of the Company.

By-Laws

Our attorneys are experts in the drafting and formalization of Articles of Incorporation and By-Laws; the latter done through our in-house Mexican Notary Public. It is necessary to select between the standard corporate form (S.A. de C.V.) and a limited liability company (S. de R.L. de C.V.) which are the two common  legal forms adopted, needing by law at least two shareholders or partners, which can be persons or entities.  Likewise, it is necessary for the company to decide what type of administration it will have, i.e administration through a board or by  a sole individual.

Once the By-Laws are approved by our client, they must be formalized before a Mexican Notary Public; thereafter, recorded before the local Public Registry of Commerce.

We also provide the service of preparing and issuing stock certificates or social parts certificates as the case may be.

Corporate Minutes

Our lawyers will also prepare the corporate ledgers of the company, to record the minutes of the  S.A. de C.V. “Corporation”, increase and reduction of capital minutes book, shareholders registry minutes book, shareholders meetings minutes book and meetings of the board of directors minutes book  (In the event of having a board of directors) or of an S. de R.L. de C.V. “Limited Liability Company”, increase and reduction of capital minutes book, partners registry minutes book, partners meetings minutes book and  meetings of the board of managers minutes book (In the event of having a board of managers).

Foreign Investments

At Errnesto Velarde-Danache, Inc., our corporate law practice includes services such as corporate and business planning as well as corporate restructuring, designing legal structures to implement corporate governance policies, and dealing with legal representation and granting/revoking powers of attorney in general.

Our firm has a broad client base which includes various types of private companies and individual investors involved in commercial activities, real estate businesses, manufacturing, pharmaceutical and financial operations, as well as several other industries.  Our close client relationships enable us to understand their businesses and advise them on their daily needs. Our attorneys are thus in a position to give practical and efficient responses to our clients’ problems and questions.

We also provide to our clients legal advice on:

  1. Registry of ownership of stock by a foreigner in a Mexican Corporation or Limited Liability Company.
    By law, there is a requirement to file for registry with the National Registry of Foreign Investment (the “Registry”), by all corporations or limited liability companies that have one or more foreign owner (at the time of incorporation or at any subsequent moment in which the company resolves to allow foreign investment). Also, whenever there is a change to the information provided to the Registry, it is also to be notified to the registry within certain time periods. These companies are to also annually report certain accounting information that shows the annual financial result of its activities.
  1. Ownership Of Stock In a Mexican Corporation Via The Mexican Stock Exchange.
    The Mexican stock exchange offers stock for sale to all buyers. However, foreign nationals cannot normally own more than that percentage permitted by the Foreign Investment Law. In order to resolve this problem, some Mexican companies have created the "N" stock or neutral stock, which foreigners may own even if that places the percentage of foreign ownership over the permitted limit. The "N" stock has no voting rights.

  1. Real Estate Ownership By Foreigners Through Trust (Fideicomisos) Agreements.
    Foreign individuals or companies (that do not wish to incorporate in Mexico) that desire to purchase real estate property in Mexico can do so. In order to attract foreign investments the Mexican law implemented what is known as Trust Agreements “fideicomisos”. This is basically a legal way of allowing foreign individuals to buy real estate property within the restricted zone through the use of a real estate trust agreement which is managed by a Mexican bank. The bank legally owns the property but it is fully controlled by the foreign investor whom has full authority over anything dealing with the real estate property.

    In addition with the above, Mexican companies, even those that have up to 100% of foreign participation in their capital can purchase real estate property, even in the border or coast lines without the need of perfecting a Trust Agreement “Fideicomiso” provided the property will be used for commercial or industrial activities.

Commercial Transactions

For more than twenty five years, this Mexican and International Law Firm has been helping businesses successfully bid on, and fulfill, both private and government contracts. If you are a developer, construction professional, contractor, or other service provider involved in fulfilling a contract, we can help you avoid the legal problems which frequently arise.

At Ernesto Velarde-Danache, Inc., we work directly with our clients throughout the entire process because we feel this is the best way to gain an in-depth understanding of their concerns, goals, and legal needs. Furthermore, when a litigation matter requires additional expertise, we can use our vast network of resources to call upon both professional consultants and specialists to help us prepare a winning case for trial.

Our business law experience and diligence will give you the necessary legal foundation upon which your business can rely and may save your company money further down the road.

We also provide to our clients legal advice on:

  • Purchase and Sale Agreements
  • Mergers and Acquisitions
  • Finance and Commercial Lending
  • Franchise Purchases
  • Licensing Agreements
  • Business Investments and Opportunities
  • Lease Review and Other Leasing Matters
  • Promissory Notes & Guarantees
  • Service Supply Agreements
  • Shareholder Agreements
  • Operating Agreements

International Banking and Finance Law

At Ernesto Velarde Danache, Inc., our attorneys have the experience in order to offer legal advice in all aspects of the financial system, including banking law and securities law.

We are recognized by our experience advising in all kinds of financing, including banking and securities. Our services include legal counsel and assistance in preparing documents on the structuring and restructuring of domestic and international syndicated loans, credit operations with special guarantees, guaranty trusts, bridge loans, letters of credit, bank backing, title retention and others.

Working with our corporate practice group, this Mexican & International Law Firm has counseled and represented a variety of financial groups and intermediaries in their corporate and financial matters.
Our banking area provides counsel on a full range of banking services, from domestic and international lending to a variety of borrowers and securities over a wide range of assets. 

We have a team of attorneys experienced in banking and finance, leasing, currency exchanges, customs warehouses, financial factoring and insurance and bonding. We have experience in proceedings with the Ministry of Finance and Public Credit, and all other competent authorities.

Confidentiality Agreements

At Ernesto Velarde Danache, Inc., our corporate practice group has the experience in preparing, negotiating and executing any kind of confidentiality agreements.

This Mexican & International Law Firm has counseled and represented a variety of international businesses as well as national and international developers and contractors in the negotiation and execution of confidentiality agreements in order to protect confidential information.

We also provide to our clients legal advice on:

    • Preparing, negotiating  and executing Confidentiality Agreements
    • Preparing, negotiating and executing  Professional Confidentiality Agreements
    •  Preparing, negotiating and executing Mutual Non-Disclosure Agreements
    • Preparing, negotiating and executing Employee Non- Disclosure Agreements

Non-Competition and Trade Secrets Agreements

At Ernesto Velarde - Danache, Inc., our corporate law practice includes services such as protection of key assets, prepare, negotiate and execute non-competition agreements.We are focused on explaining to our clients the importance of protecting  their intellectual property and their company from defecting key team members.

Our lawyers have extensive experience litigating non-competition and trade secrets-confidential information cases, in many industries such as: communications, staffing, professional services, and other industries.  Our lawyers also regularly counsel clients about drafting executive compensation agreements and purchase agreements. 

We cover competition, solicitation, confidentiality, intellectual property and similar obligations in order to prevent the misappropriation of sensitive information for financial gain.
We also provide to our clients legal advice on:

  • Drafting protective documentation, including patent assignment and confidentiality agreements.
  • Advising about antitrust aspects of non-competition agreements and other restrictive covenants, including non-disclosure and confidentiality agreements as part of licensing arrangements. 
  • Drafting non-competition agreements and litigating claims concerning them with respect to employees, buyers and sellers of businesses, joint ventures, partners, and franchisees 
  • Advising and litigating claims concerning usurpation of business opportunities.
 

ERNESTO VELARDE-DANACHE, INC.            1650 Paredes Line Rd. Ste. No. 101            BROWNSVILLE, TX 78521
TELEPHONE: + 956 548 9098            FAX: + 956 548 1656            E-MAIL: evd@velardedanache.com 

Mexican and International Lawyers, Legal Counsels To Assist You In Doing Business In Mexico
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