The shareholders' meeting minutes are the document proving what the meeting of a Mexican corporation decided and that it met as required by the General Law of Commercial Companies (LGSM). They are recorded in the minute book and signed by the chair and secretary of the meeting, as well as by any statutory auditors attending. If the meeting is extraordinary, the minutes are notarized before a public official and registered in the Public Registry of Commerce (art. 194 LGSM).
This guide is for anyone who is going to convene or sign a meeting at an S.A. de C.V. or an SAPI. It does not cover meetings of ejidos, condominiums or civil associations.
First decide what type of meeting you need
The type of meeting is not a label: it sets the quorum, majority and formal requirements for the minutes. The ordinary meeting deals with everything the law does not reserve to the extraordinary meeting and must be held at least once a year, within four months after the end of the fiscal year. If your fiscal year ends on 31 December, the deadline expires on 30 April (arts. 180 and 181 LGSM).
The extraordinary meeting is held at any time. It decides, among other matters, on capital increases or reductions, mergers, transformations, bond issuance and any amendment to the bylaws. The special meeting brings together a class of shares when a proposal may impair their rights (arts. 182 and 195 LGSM).
| Meeting | What it decides | Quorum on first call | Majority required for approval | Second call | Formalities of the minutes |
|---|---|---|---|---|---|
| Ordinary | Matters not reserved to the extraordinary meeting; each year, directors' report and appointments (arts. 180 and 181) | At least half of the share capital (art. 189) | Majority of the votes present (art. 189) | Held with any number of shares represented (art. 191) | Minute book; it is only notarized if the resolution cannot be recorded in it (art. 194) |
| Extraordinary | Matters under art. 182, including capital increases and bond issuance | At least three quarters of the capital, unless the bylaws require more (art. 190) | Vote of the shares representing half of the share capital (art. 190) | Held with any number of shares, but the resolution always requires half of the capital (art. 191) | Minute book, notarization before a notary public and registration in the Public Commercial Registry (art. 194) |
| Special | Proposals that adversely affect a class of shares (art. 195) | The one in art. 190, by reference from art. 195 | The majority required to amend the bylaws, calculated on the total shares of that class (art. 195) | Art. 191 applies, by reference from art. 195 | Minute book (arts. 194 and 195); the law does not clarify whether it must be notarized. The meeting is chaired by the shareholder designated by those present |
Rule: if the item is on the list in art. 182 or changes a clause of the bylaws, call an extraordinary meeting. If it also affects a series of shares with different rights, also provide for the special meeting of that series.
Convene properly: the electronic system of the Ministry of Economy
The meeting is called by the director or the board of directors, or by the statutory examiners. Shareholders with 33% of the capital may request it in writing and, if no call is made within fifteen days, go to the judge of the company's corporate domicile. A single share is sufficient if there was no meeting in two consecutive fiscal years (arts. 183 to 185 LGSM).
The call includes the agenda and the signature of the person calling it. It is published in the Ministry of Economy's electronic system with the advance notice set by the bylaws or, failing that, fifteen days in advance. It is the Electronic System for Publications of Commercial Companies, created by a resolution published in the DOF on June 12, 2015, and each publication takes effect the following day (arts. 186 and 187 LGSM; art. 50 Bis of the Commercial Code).
A resolution adopted without a valid call is void, unless all shares were represented at the vote. The bylaws may allow unanimous resolutions outside a meeting, confirmed in writing. Since the DOF reform of October 20, 2023, they may also provide for meetings by electronic means, with the same validity as in-person meetings (arts. 178, 179 and 188 LGSM).
Before convening, read your bylaws: the law refers to them for advance notice, electronic means, unanimous resolutions and supermajorities.
Quorum and voting: an example with figures
Take as an example an S.A. de C.V. with 10,000 shares with voting rights, all of the same series.
- Ordinary meeting on first call: requires at least 5,000 shares represented. If 6,200 attend, the resolution is approved with more than 3,100 votes in favor (art. 189 LGSM).
- Extraordinary meeting to increase capital: requires at least 7,500 shares represented. Even if 9,000 attend, the capital increase requires 5,000 votes in favor, because half of the capital is counted, not half of those present (art. 190 LGSM).
- Extraordinary meeting on second call: if only 6,000 shares attended the first call, the second is held with those that attend. The capital increase still requires 5,000 votes: if 6,000 attend again, 1,001 votes against or abstentions block it (art. 191 LGSM).
Holders of 25% of the shares represented may postpone the vote on an item for three days if they consider they have not been informed, and directors and statutory examiners may not represent a shareholder (arts. 192 and 199 LGSM).
After the meeting, holders of 25% of the capital who did not attend or voted against may file a judicial objection within fifteen days after the close of the meeting (art. 201 LGSM). Rule: count the shares before calling the meeting and, if you do not reach 75%, provide for the second call from the start.
Meeting minutes template: sections you cannot leave out
This outline organizes the usual sections of minutes of a shareholders' meeting. It is not a document to sign: adapt it to your bylaws and have a lawyer review it before using it, especially if the meeting is extraordinary.
- Header. [COMPANY NAME], S.A. de C.V.; type of meeting [ORDINARY / EXTRAORDINARY / SPECIAL OF SERIES ___]; [DATE], [TIME] and [REGISTERED OFFICE]. If held by electronic means, the medium and the bylaw clause that permits it (arts. 178 and 179).
- Presiding officers. Chair [NAME] and secretary [NAME] according to the bylaws; if the bylaws do not provide for it, the director or the board of directors chairs (art. 193).
- Call. [PUBLICATION DATE AND NUMBER] in the electronic system, or evidence that all shares were represented (arts. 186 and 188).
- Attendance and quorum. [TABLE: shareholder, shares and series, percentage of capital, representative and proxy], with the quorum declaration (arts. 189 or 190).
- Agenda. Verbatim copy of the published agenda (art. 187).
- Deliberation. Summary by item, documents submitted [REPORT / FINANCIAL STATEMENTS] and abstentions due to conflict of interest (art. 196).
- Resolutions. Numbered text for each resolution with [VOTES IN FAVOR / AGAINST / ABSTENTIONS].
- Special delegate. [NAME], who executes the resolutions and appears before a notary public to notarize and register them (arts. 10 and 178).
- Closing and signatures. [CLOSING TIME] and handwritten or electronic signature of the chair, the secretary and the attending statutory examiners (art. 194).
- Annexes. Proof of the call notice (art. 194) and, as customary practice, the signed attendance list and proxy letters.
Guideline: draft the resolutions for a notary public or a bank that was not in the room, with figures that match the bylaws.
Notarization, Public Registry of Commerce and minute book
Every set of minutes is recorded in the minute book. The minutes of an ordinary meeting are only notarized if they could not be recorded; the minutes of an extraordinary meeting are always notarized and registered in the Public Registry of Commerce (art. 194 LGSM). The company's electronic folio includes, among other matters, changes of name, domicile, corporate purpose, term and fixed minimum capital, and the issuance of shares and bonds (art. 21, subsections XII and XIV, of the Commercial Code).
For the powers granted by a meeting to take effect, it is enough to notarize before a notary the part of the minutes that contains them (art. 10 LGSM). The minute book is mandatory for every commercial company. It may be printed, bound, hardbound and paginated, or electronic in accordance with the applicable Mexican Official Standard (arts. 34 and 36 of the Commercial Code).
If the company has variable capital, it also keeps a register of capital increases and decreases (art. 219 LGSM). If it is an SAS, the meeting decides by majority, is convened with five business days' notice and keeps a register of resolutions (arts. 266 and 268 LGSM).
Guideline: state in the minutes who will notarize them and within what period, and keep with them the proof of publication of the call notice, which the law requires to be attached (art. 194 LGSM).
What resolutions you need to increase capital or issue debt
Before raising funds, the minutes must record these resolutions.
Capital increase
It is approved by the extraordinary meeting, and no new shares may be issued until the previous ones are paid. Shareholders have a preferential right to subscribe for them for fifteen days from publication of the resolution in the electronic system (arts. 132, 133 and 182 LGSM).
In an S.A. de C.V., the bylaws or the extraordinary meeting set increases in the variable portion (art. 216 LGSM). In a SAPI, the bylaws may expand, limit or deny the preference (art. 13 of the Securities Market Law). We explain this in the guide to the SAPI and how it raises capital.
Issuance of bonds
The General Law on Negotiable Instruments and Credit Transactions (LGTOC) allows corporations to issue bonds (art. 208). The issuance is declared in a notarial record that is registered in the Public Registry of Commerce. That record incorporates the minutes of the general shareholders' meeting that authorized it and a balance sheet certified by a certified public accountant (art. 213 LGTOC).
The LGTOC does not say whether that meeting is ordinary or extraordinary. The LGSM reserves “issuance of bonds” for the extraordinary meeting (art. 182, subsection X), but does not define the term or equate it with bonds. Confirm with your lawyer which meeting must approve it.
Example: with net assets of 40 million pesos on the issuance balance sheet, the company may issue bonds up to that amount. To issue 55 million, the issuance would have to represent the value of assets whose purchase or construction it has already contracted. It also needs a common representative of the bondholders (arts. 212 and 216 LGTOC).
If the bonds are convertible, the company must hold treasury shares for conversion, without any preferential right over them (art. 210 bis LGTOC). Confirm with your lawyer whether it is advisable to approve the capital increase at the same meeting.
Securities certificates and public offering
Stock certificates may be issued by unilateral declaration of intent (art. 62 of the Securities Market Law). The LMV does not indicate which corporate body must approve the issuance: confirm it with your lawyer and review the guide to CEBURES.
To offer securities to the public, they must be registered in the National Securities Registry, and the application includes the articles of incorporation and their amendments (arts. 7 and 85 of the Securities Market Law): come with the extraordinary minutes notarized. The public and private routes are covered in the guide to the Mexican Securities Market Law.
| Transaction | Meeting | Legal basis | What else it requires |
|---|---|---|---|
| Capital increase in an S.A. | Extraordinary | Art. 182, subsection III, LGSM | Previous shares paid; preference period of 15 days from publication; notarization and registration |
| Increase in the variable portion | According to the bylaws; if they do not provide for it, extraordinary | Arts. 213, 216 and 219 LGSM | Entry in the register of capital changes |
| Adopt SAPI status | Extraordinary | Art. 12 LMV | Right of withdrawal at book value for those voting against |
| Issuance of bonds | General shareholders' meeting; the law does not specify whether ordinary or extraordinary | Arts. 208 to 216 LGTOC | Issuance deed before a notary and registered; certified balance sheet; common representative; net asset limit |
Errors that void or delay minutes
- Calling a meeting without the electronic system and then having 100% of the shares not attend (arts. 186 and 188 LGSM).
- Calculating the majority for the extraordinary meeting based on the shares present rather than on capital (arts. 190 and 191 LGSM).
- Voting on items that were not in the published agenda (arts. 187 and 188 LGSM).
- Failing to notarize or register extraordinary minutes that the registry, the bank or the CNBV will later request (art. 194 LGSM).
If your Mexican company is considering issuing tokenized securities through a Spanish S.A., the HokenFi Mexico profile explains when it fits. HokenFi is software for issuing tokenized securities in Spain under Law 6/2023 and does not advise on Mexican corporate law.
Laws reviewed as of 1 November 2026: LGSM (latest amendment published in the DOF on 20-10-2023), LGTOC (DOF 26-03-2024), Securities Market Law (DOF 14-11-2025) and Commercial Code (DOF 14-11-2025).
Notice: This content is for information and educational purposes. It does not constitute legal, tax or investment advice. Check the current version of the rules in official sources before making decisions.
HokenFi is a software and infrastructure provider; it does not provide regulated services (CASP, ESI, EAF, or ERIR). This article is informative and does not constitute financial or legal advice.
Frequently asked questions
Do the minutes of an ordinary meeting have to be notarized?
Not as a general rule. The LGSM only requires the ordinary minutes to be notarized when, for any reason, they cannot be recorded in the minute book. If that meeting grants powers of attorney, it is enough to notarize the part of the minutes containing them for them to take effect. The extraordinary minutes, by contrast, are always notarized and registered in the Public Registry of Commerce.
Can a shareholders' meeting be held by videoconference in Mexico?
Yes, if the bylaws provide for it. The LGSM amendment published in the DOF on 20 October 2023 allows meetings by electronic, optical or any other technological means, with attendees present, remote or both, and with the same validity. Such a meeting is not considered held outside the corporate domicile, and the minutes may be signed electronically.
What happens if the notice of meeting was not published in the Ministry of Economy's system?
The LGSM declares void the resolution adopted without complying with the publication and agenda requirements. It is only saved if, at the time of voting, all shares were represented. Therefore, when publication is missing, the minutes should expressly record that all shares were represented when voting.
Who signs the shareholders' meeting minutes?
The chair and secretary of the meeting sign, along with any statutory auditors who attended, with a handwritten or electronic signature. Unless the bylaws provide otherwise, the director or board of directors presides and, in their absence, the person designated by the shareholders present. The documents proving that the notice of meeting was given in accordance with the law are attached to the minutes.
Does an SAS keep meeting minutes like an S.A.?
Not exactly. In a simplified stock company, the meeting decides by majority of votes and is convened by the director at least five business days in advance through the Ministry of Economy's electronic system. It may meet by electronic means if an information system is agreed, and the company must keep a register of resolutions.
