Country Manager, legal

The second phase of the softlanding, with a name

Most foreign companies arrive in Mexico in two steps. First the landing: the entity, the land, the first hires, the permits. Then the long stretch in which the company exists in Mexico but nobody from headquarters lives here, and someone still has to sign, answer the tax authority, hold the annual shareholders' meeting and pick up the phone when the municipality shows up. Clients have been calling that second job their "country manager" for years. We have been doing it for several of them under that name, so we are putting it on the page.

It is a legal engagement. We act for your Mexican company under a notarized power of attorney, within limits written into the mandate, with your headquarters giving the instructions.

How the mandate is built

Mexican law recognizes three levels of general power of attorney: for lawsuits and collections, for acts of administration, and for acts of ownership (Federal Civil Code, Article 2554). The Country Manager holds the first two. That covers signing contracts in the ordinary course, representing the company before authorities and courts, and managing its day-to-day legal affairs. It does not cover selling, mortgaging or otherwise disposing of the company's assets, which stay with the shareholders or with a specific power granted for one transaction.

The mandate also states what we are not: not the company's general manager, not its sole administrator, not a shareholder, not an employer of its staff. The distinction matters for tax liability and for who the authorities hold responsible, and it is why the engagement is drafted the way it is.

What the Country Manager covers

• Legal representation. Before SAT, IMSS and INFONAVIT, the Foreign Ministry and the RNIE, the municipality, the state, and in court when the company sues or is sued. Notices are received at a Mexican domicile and answered on time.
• Corporate secretary. Corporate books, annual and extraordinary shareholders' meetings, minutes, powers of attorney, RNIE reports, the controlling-beneficiary file the tax code now requires, and the registrations a Mexican company has to keep current.
• Compliance calendar. One calendar for the company's corporate, foreign-investment, tax-filing and labor dates, run with your accountant so nothing is filed late for lack of a signature.
• Contracts under instruction. Supplier, customer, lease and service agreements reviewed, negotiated and signed on written instruction from the persons HQ designates.
• Coordination. Your accountant, bank, notary, customs broker and landlord all get a lawyer on the Mexican side who speaks for the company and reports back in English.
• Executive immigration. Work visas and residency for the people HQ sends, in the right order.
• Monthly report. What was signed, filed and received, what is pending, and what we recommend. Short, in English, the same date every month.

What it does not cover

Hiring and payroll (that is an employer-of-record service, with its own rules under Mexico's outsourcing reform). Sales, production and operations. Holding shares for someone else. Acting as sole administrator or general director, which we take on only by separate written agreement with its own terms. Bank signature authority is agreed case by case and documented separately. When a client needs any of these, we say so and help find the right provider.

Who it is for

The foreign company that has a Mexican entity and no executive living in Mexico. The plant manager who was made legal representative because someone had to be, and would rather run the plant. The holding company that owns real estate or a subsidiary in Mexico and needs it kept in good standing. The company between country managers.

How we engage

A first call to understand the operation. A written scope: which authorities, which contracts, which reporting line, which limits. The mandate and the powers of attorney, granted before a notary. Then a monthly retainer, quoted in writing after the scope is agreed, with the softlanding items (entity, land, labor, permits) as flat-fee milestones when they are still pending. The softlanding itself is described here.

Frequently asked questions

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