If you are a director of a Mexican company and still believe that your obligation is limited to delivering financial and corporate information at the general shareholders’ meeting, within statutory and bylaw deadlines, you should reconsider.
The Mexican Supreme Court of Justice recently issued a relevant decision. It upheld provisions of the Commercial Code that allow any shareholder to request financial and corporate information through pre-trial proceedings. A judge may admit these requests outright, without a prior hearing of the future defendants. The Court resolved this on June 16, in a Constitutional Trial (Amparo in review 129 and 160 of 2026).
The ordinary corporate route operates differently. Shareholders representing at least 33% of the capital stock may submit a written request to call a meeting. If directors or statutory auditors fail to call the meeting within 15 days, a judge may do so. The law also allows a single shareholder to request a meeting when no meetings have been held for two consecutive fiscal years or when, among other matters, the financial information prepared by directors is not addressed in the meetings held.
However, the Court confirmed an alternative route. Articles 1151, section IV, and 1156 of the Commercial Code provide a valid and independent mechanism. Any shareholder who proves their status as such may require directors and the statutory auditors to produce financial and corporate information without requesting an ordinary shareholders’ meeting.
In the case before the Court, a shareholder requested accounting information, including financial statements and corporate books, covering the period from 2012 to 2022. The trial court ordered the measure outright, without a prior hearing of the company. One of the future defendants filed an opposition motion, which was dismissed because the law does not provide for such a remedy in this context.
Constitutional trials were filed, alleging a violation of legal certainty, as the affected parties could not challenge the measure before its enforcement. Lower courts reached different conclusions. One recognized a right to oppose; another did not address the merits.
The Court held that these pre-trial proceedings are purely instrumental. They allow the shareholder to review documentation to decide whether to file a claim. They do not resolve substantive rights and do not impose a judgment. For that reason, they constitute a constitutionally valid act of disturbance that does not require a prior hearing.
Accordingly, the Court determined that these provisions comply with due process and legal certainty guarantees. It also clarified that amparo courts cannot create, through constitutional interpretation, an opposition motion that Congress did not establish.
What are the key takeaways?
Directors and statutory auditors of Mexican companies must ensure that accounting and financial information is prepared, updated, and readily available at all times. This includes financial statements, corporate books, and agreements with third parties and creditors.
This case also clarifies that holding stock share certificates is not required to file the pre-trial proceedings. The judge admitted the request based solely on a notarial deed showing that the applicant was a shareholder of the company.
It should not be overlooked that directors are jointly and severally liable to the company, among other matters, for the existence and maintenance of accounting, control, recordkeeping, filing, and information systems required by law. The absence of such information may trigger personal liability.
In fact, the underlying claim the shareholder intended to file through these pre-trial proceedings against directors was a liability action.
Directors should not assume that liability claims can only be brought by shareholders holding at least 25% of the capital stock and only under specific statutory conditions. In practice, even minority shareholders may bring claims for individual damages under Article 1910 of the Federal Civil Code. This applies when shareholders allege harm to their individual assets, as recognized in Thesis 1a. XXIV/2025 (11a.).
If you are a director or statutory auditor and are not certain that your accounting and corporate information is complete, current, and available, it is advisable to verify this before a shareholder activates this mechanism. At CEG Legal, we can assist with that assessment. Contact us at info@ceglegal.com.