Diagnostic

Before the funding round: the legal review the investor will conduct

The investor will review share certificates, corporate books, code, and personal data. Anything not in order becomes a condition or a discount.

LEXURE Corporate Practice Team 7 min read Regulatory status verified in 2026

In a fund­ing round, the investor reviews the com­pany’s legal posi­tion before dis­burs­ing. It will ask for proof that the com­pany owns what it claims to own, that its cor­po­rate deci­sions are valid, and that it car­ries no con­tin­gen­cies the investor would end up paying for. What­ever the com­pany cannot prove turns into clos­ing con­di­tions, indem­ni­ties, or a change in terms.

What the law requires

No Mex­i­can rule gov­erns the review prior to an invest­ment. The investor reviews the obli­ga­tions the law already imposes on the com­pany and, for each one, whether there is evi­dence of com­pli­ance.

Who owns the com­pany. In a stock cor­po­ra­tion (sociedad anón­ima), the com­pany rec­og­nizes as share­holder only the person recorded in its share reg­istry, under Arti­cles 128 and 129 of the Gen­eral Law of Com­mer­cial Com­pa­nies (Ley Gen­eral de Sociedades Mer­can­tiles), and every cap­i­tal increase or decrease must be recorded in the cap­i­tal vari­a­tions book (Arti­cle 219). If the share struc­ture does not match the books, that will be the first find­ing of any review.

Whether deci­sions are valid. Share­hold­ers’ meet­ing min­utes are entered in the cor­re­spond­ing book and may bear a hand­writ­ten or elec­tronic sig­na­ture (Arti­cle 194). Remote meet­ings are valid only if the bylaws pro­vide for them (Arti­cles 6, sec­tion XIV, and 178), so a com­pany that holds meet­ings by video call with­out that clause has deci­sions open to chal­lenge.

The vehi­cle for receiv­ing the invest­ment. Under Arti­cle 13 of the Secu­ri­ties Market Law (Ley del Mer­cado de Val­ores), the invest­ment pro­mo­tion stock cor­po­ra­tion (sociedad anón­ima pro­mo­tora de inver­sión, S.A.P.I.) allows the bylaws to pro­vide for non-voting shares or shares with spe­cial eco­nomic rights, veto rights, trans­fer restric­tions, and dead­lock-break­ing mech­a­nisms, and it per­mits tag-along, drag-along, call and put option, voting syn­di­ca­tion, and non-com­pete agree­ments among share­hold­ers for up to three years (Arti­cle 16, sec­tion VI). Adopt­ing this form requires an extra­or­di­nary share­hold­ers’ meet­ing, and share­hold­ers who vote against it may with­draw at the book value of their shares (Arti­cle 12).

Who owns the prod­uct. Soft­ware cre­ated by employ­ees in the course of their duties belongs to the com­pany unless oth­er­wise agreed, under Arti­cle 103 of the Fed­eral Copy­right Law (Ley Fed­eral del Dere­cho de Autor). Soft­ware cre­ated by out­side devel­op­ers belongs to the com­pany only if there is a com­mis­sioned work agree­ment or an express assign­ment (Arti­cle 83), exe­cuted in writ­ing, for con­sid­er­a­tion and, to be effec­tive against third par­ties, recorded with the Public Copy­right Reg­istry (Arti­cles 30 and 32).

Per­sonal data and ben­e­fi­cial owners. The investor will verify that the com­pany pro­cesses data in accor­dance with the Fed­eral Law on the Pro­tec­tion of Per­sonal Data Held by Pri­vate Par­ties (Ley Fed­eral de Pro­tec­ción de Datos Per­son­ales en Pos­esión de los Par­tic­u­lares), pub­lished on March 20, 2025, and that it has com­piled and updated its ben­e­fi­cial own­er­ship file under Arti­cles 32-B Ter through 32-B Quin­quies of the Fed­eral Tax Code (Código Fiscal de la Fed­eración).

For­eign invest­ment. If the investor is for­eign, the com­pany must reg­is­ter with the National Reg­istry of For­eign Invest­ments (RNIE) within 40 busi­ness days after the investor acquires its stake, under Arti­cle 32 of the For­eign Invest­ment Law (Ley de Inver­sión Extran­jera).

What to do and by when

  1. Rec­on­cile the share struc­ture with the share reg­istry and the cap­i­tal vari­a­tions book before open­ing the data room.
  2. Check that every meet­ing held remotely has a basis in the bylaws; if it does not, ratify the res­o­lu­tions at a validly held meet­ing.
  3. Obtain writ­ten assign­ment or com­mis­sioned work agree­ments, with a set con­sid­er­a­tion, from every out­side devel­oper who has con­trib­uted to the code, and record the rel­e­vant ones.
  4. Assess with your advi­sors whether to adopt the invest­ment pro­mo­tion form before clos­ing, so that the rights agreed with the investor are set out in the bylaws.
  5. Com­pile or update the ben­e­fi­cial own­er­ship file; any change result­ing from the round must be reflected within the fol­low­ing 15 cal­en­dar days.
  6. If for­eign cap­i­tal comes in, sched­ule the RNIE reg­is­tra­tion within 40 busi­ness days after clos­ing.

Recommendations to mitigate risk

Arriv­ing at a round in dis­or­der car­ries no fine of its own, but it does carry a cost in the invest­ment agree­ment: broader rep­re­sen­ta­tions and war­ranties, indem­ni­fi­ca­tion obli­ga­tions, con­di­tions prece­dent to dis­burse­ment, or the investor walk­ing away. On top of that come the penal­ties for each fail­ure. Fail­ing to keep ben­e­fi­cial own­er­ship infor­ma­tion up to date car­ries a fine of MXN 899,600 to MXN 1,124,500 per ben­e­fi­cial owner (Arti­cle 84-N of the Fed­eral Tax Code). Fail­ing to reg­is­ter with the RNIE car­ries a fine of 30 to 100 Units of Mea­sure­ment and Update, or UMA (MXN 3,519.30 to MXN 11,731), under Arti­cle 38, sec­tion IV, of the For­eign Invest­ment Law. In addi­tion, a share­hold­ers’ agree­ment cannot be enforced against the com­pany except by court order (Arti­cle 16, sec­tion VI, of the Secu­ri­ties Market Law), so a right that is not car­ried into the bylaws pro­tects less than it seems.

Self-assessment

Answer yes or no about your own com­pany.

  1. Does the share struc­ture you will present to the investor match your share reg­istry?
  2. Do your bylaws expressly pro­vide for meet­ings held by elec­tronic means?
  3. Do you have a writ­ten assign­ment or com­mis­sioned work agree­ment with every out­side devel­oper who has writ­ten code for the prod­uct?
  4. Do you know which investor rights must go in the bylaws and which can remain in a share­hold­ers’ agree­ment?
  5. Does your ben­e­fi­cial own­er­ship file reflect the cur­rent struc­ture?
  6. Have you planned the RNIE reg­is­tra­tion time­line in case the investor is for­eign?

How we approach it at LEXURE

We pre­pare the com­pany for the review before the investor con­ducts it. Blin­daje Cor­po­ra­tivo reviews the books, the share struc­ture, soft­ware own­er­ship, per­sonal data, and reg­u­la­tory com­pli­ance, and deliv­ers an action plan clas­si­fied as IMMEDIATE, SHORT TERM, and MEDIUM TERM so that you can enter the data room with the answers already doc­u­mented. When the round requires it, we also sup­port the struc­tur­ing of the cor­po­rate vehi­cle and of the investor’s rights.

If your com­pany is pre­par­ing a round, sched­ule a diag­nos­tic meet­ing before open­ing the data room.

Schedule a diagnostic meeting Discover Blindaje Corporativo

Legal basis

  1. General Law of Commercial Companies, Articles 6, section XIV, 128, 129, 178, 194, and 219. Current text (opens in a new tab)
  2. Securities Market Law, Articles 12, 13, and 16, section VI. Current text (opens in a new tab)
  3. Federal Copyright Law, Articles 30, 32, 83, and 103. Current text (opens in a new tab)
  4. Federal Tax Code, Articles 32-B Ter, 32-B Quáter, 32-B Quinquies, and 84-N. Current text (opens in a new tab)
  5. Foreign Investment Law, Articles 32 and 38. Current text (opens in a new tab)
  6. Federal Law on the Protection of Personal Data Held by Private Parties. Current text (opens in a new tab)
  7. 2026 value of the Unit of Measurement and Update, National Institute of Statistics and Geography (INEGI). Official publication (opens in a new tab)

This note is for information only and describes the law in force on the verification date. It is not legal advice on a specific matter. It is a translation of the Spanish original: Mexican law is published in Spanish, and the official Spanish texts prevail.

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