The Agency Problem
Mexican Legal DNA
Who’s the Boss?
Types of Entities
The Persona Moral
100

This conflict occurs when an "Agent" pursues personal gain instead of the interests of the "Principal".

What is Agency Problem?

100

This 1934 "mother law" establishes fundamental shareholder rights and basic organizational requirements (S.A., S. de R.L.).

What is Ley General de Sociedades Mercantiles (LGSM)?

100

This person is the "Engine" responsible for daily management, business execution, and accurate accounting.

What is Chief Executive Officer (CEO)?

100

This 2016 structure can be formed by a single person via a website without a Notary Public.

What is S.A.S.?

Sociedad por Acciones Simplificada

100

This "legal fiction" allows a business to act as a single person with its own rights and duties.

What is Persona Moral?

200

In the Principal-Agent relationship, these stakeholders are the "Principals" who provide the capital.

What are Shareholders?

200

This law was created to modernize Mexican business and attract international capital via hard separation.

What is Ley del Mercado de Valores (LMV)?

200

These "Guardians" are responsible for Strategy and Oversight, deciding where the company goes in 5 to 10 years.

What is Board of Directors?

200

The "Workhorse" of the Mexican economy where it doesn't matter who you are, only how many shares you own.

What is Sociedad Anónima (S.A.)?

200

This attribute refers to the company's official registered legal address within Mexico.

What is Domicilio?

300

This happens after a contract is signed; owners cannot see everything, so managers might take selfish risks.

What is Moral Hazard?

300

This structure was introduced to help medium-sized and family businesses access capital markets.

What is S.A.P.I.?

300

Board members must act with a Duty of Care and this specific duty, prioritizing the company over personal interests.

What is Duty of Loyalty?

300

A "Hybrid" where one person runs the daily operations (unlimited risk) and another just provides money (limited risk).

What is Sociedad en Comandita Simple?

300

This "legal wall" ensures only money invested is at risk, protecting personal assets.

What is Limited Liability?

400

This happens before a contract is signed; an agent might hide their true "quality" to get hired.

What is Adverse Selection?

400

This Commission establishes secondary rules that complement laws for public offerings and disclosure.

What is CNBV?

Comisión Nacional Bancaria y de Valores

400

Under the LMV, if board members fail in their duties, they can be held in this way for damages.

What is Personally Liable?

400

This entity is perfect for keeping outsiders out; it has a maximum of 50 partners.

What is Sociedad de Responsabilidad Limitada (S. de R.L.)?

400

This attribute refers to a company's own assets and rights, separate from the wealth of its partners.

What is Patrimonio?

500

Managers of "other people's money" cannot be expected to watch over it with this specific "anxious" quality.

What is Anxious Vigilance?

500

Developed by the BMV in 2011, this index evaluates firms based on corporate governance and social responsibility.

What is IPC Sustentable?

Índice de Precios y Cotizaciones

500

This traditional role is the "eyes and ears" of shareholders, bypassing the Board to report directly to owners.

What is The Comisario (Statutory Auditor)?

500

This structure is based on labor; regardless of money put in, every member has exactly one vote.

What is Sociedad Cooperativa (S.C.)?

500

In this traditional structure, both company capital and partners' personal wealth are "on the line".

What is S.N.C.? (Unlimited Liability)

Sociedad en Nombre Colectivo

M
e
n
u