S.A.P.I. de C.V. Incorporation
A corporation with a special regime that allows agreeing, within the bylaws, rules that the general law does not admit. It is the structure for venture capital and investment rounds.
Scope
What this service includes
- Bylaws with share series and differentiated rights per partner
- Control, veto, drag-along and carry-along clauses agreed with you
- Signing of the policy and registration with the Public Commercial Registry
- Documentary preparation for rounds: convertibles, ESOP and shareholder agreements
Real cases
When do you need it?
Investment rounds
When third-party capital is coming in and the parties need to agree on rules that an ordinary corporation does not allow: non-voting shares, transfer restrictions, exclusion causes.
Separating control and economics
Founders retain voting while investors receive preferential economic participation. What the corporation resolves by private agreement, the SAPI can carry into the bylaws.
Shareholder agreements
Voting, purchase and joint sale agreements under the regime of the Securities Market Law, and the possibility of acquiring own shares without the prohibition of the ordinary corporation.
Step by step
How the process works
Initial consultation
We define the rules of the agreement between partners: rights, restrictions and dispute resolution mechanisms.
Bylaws drafting
We draft bylaws tailored to the agreement. It is advisable to bring the document reflecting what was agreed to the consultation.
Sign the policy
Attendance and signing of the incorporation policy.
Registration and delivery
Registration with the Public Commercial Registry and delivery of certified copy and corporate books.
Frequent questions
Frequently asked questions
Can an existing corporation adopt this modality?
Yes, through an extraordinary general assembly agreement and the corresponding statutory amendment, which is formalized before a public broker.
Does the SAPI trade on the stock exchange?
No. It is a structure designed to receive private investment. There is a different modality for those seeking to register their shares with the National Securities Registry.
Is it useful for a company with a single investor?
It can be, but if there are no shareholder agreements to protect, an ordinary corporation is probably sufficient. It is worth reviewing before assuming the cost of tailored bylaws.
Is your case commercial?
Describe the act you want to perform and we will confirm whether we are the appropriate official. If we are not, we will tell you.
Related services