Buy-Sell Agreement Mexico (Acuerdo de Socios — Entrada y Salida)

A Buy-Sell Agreement Mexico (Acuerdo de Socios de Entrada y Salida) is a shareholder agreement governing the circumstances under which shareholders (accionistas of a sociedad anónima, or socios of a sociedad de responsabilidad limitada or sociedad por acciones simplificada) may transfer their equity interests, establishing valuation methodologies, right of first refusal mechanisms, drag-along and tag-along rights, and buyout procedures — governed principally by Articles 130 and 198 of the Ley General de Sociedades Mercantiles (LGSM) and the company's estatutos sociales (bylaws) adopted under this framework.

The Ley General de Sociedades Mercantiles — enacted in 1934 and substantially amended through the most recent 2021 reforms — governs the formation, operation, and dissolution of Mexican commercial companies. The sociedad anónima (S.A.) and sociedad anónima de capital variable (S.A. de C.V.) are the predominant corporate forms for medium and large Mexican businesses; the sociedad de responsabilidad limitada (S. de R.L.) and S. de R.L. de C.V. are commonly used for joint ventures and professional services firms; and the sociedad por acciones simplificada (SAS) — introduced by LGSM reforms in 2016 — is designed for startups and small businesses constitutable online through the Secretaría de Economía platform.

LGSM Article 130 establishes that shareholders of a sociedad anónima have a right of first refusal (tanto) when other shareholders wish to transfer their shares to third parties — the transferring shareholder must first offer the shares to existing shareholders at the same price and conditions offered to the third party, and the other shareholders have 15 days to exercise this right. Article 198 LGSM establishes the parallel right for socios of a sociedad de responsabilidad limitada. These statutory rights of first refusal provide the foundational framework upon which a Buy-Sell Agreement builds more detailed and commercially sophisticated transfer procedures.

For closely held Mexican companies — empresas familiares (family businesses) and joint ventures between business partners — a Buy-Sell Agreement (also called acuerdo entre accionistas, pacto de accionistas, or convenio de accionistas) provides the contractual mechanism to address situations that LGSM statutory provisions do not resolve: What happens when one partner wants to exit but cannot find a buyer at a fair price? What is the company worth when partners disagree? What triggers a mandatory buyout — a partner's death, disability, divorce, bankruptcy, or competing activity? What valuation method applies — earnings multiples, discounted cash flow, book value, or a combination? How are deadlocks (impasses) between equal shareholders resolved?

The fideicomiso de acciones (share trust) is frequently used in conjunction with Buy-Sell Agreements for Mexican family businesses — the family's shares are placed in a fideicomiso administered by a CNBV-authorised fiduciaria, with the Buy-Sell Agreement governing the fiduciaria's obligations to honour trigger events and execute transfers. This structure provides both estate planning benefits and a clear mechanism for enforcing the Buy-Sell Agreement through the fiduciaria as a neutral third party.

The Bolsa Mexicana de Valores (BMV) and Bolsa Institucional de Valores (BIVA) corporate governance standards for publicly listed companies include mandatory shareholder agreement disclosure obligations under the Ley del Mercado de Valores (LMV) — Buy-Sell Agreement provisions affecting control of listed companies must be disclosed to the Comisión Nacional Bancaria y de Valores (CNBV) and the public market. For private (non-listed) companies, Buy-Sell Agreements are private contracts and do not require public disclosure, though transfer of shares involving personas morales must be reported to the SAT under Código Fiscal de la Federación Article 27 beneficial ownership disclosure rules.

A Buy-Sell Agreement Mexico is needed when two or more shareholders or partners of a closely held Mexican company — whether a sociedad anónima de capital variable (S.A. de C.V.), sociedad de responsabilidad limitada de capital variable (S. de R.L. de C.V.), or sociedad por acciones simplificada (SAS) — wish to govern the circumstances and procedures for future ownership transfers in advance, before a triggering event creates conflict and urgency.

The agreement is essential for empresas familiares (family businesses) where the founding generation wishes to establish clear rules for business succession — who may inherit shares (only family members? which family branches?), what happens when a shareholder spouse dies and the shares pass to the surviving spouse who is not an active business partner, and how the business is valued when a retiring founder sells to the next generation. Without a Buy-Sell Agreement, these situations default to the general LGSM framework, which provides limited tools for resolving valuation disputes and shareholder conflicts.

The agreement is required for joint venture companies between two or more unrelated business partners — a 50/50 joint venture between two companies creates an inherent deadlock risk if the partners disagree on major decisions. The Buy-Sell Agreement addresses deadlock through mechanisms such as the 'Texas Shoot-Out' (oferta de compra-venta forzada): either party may trigger the process by submitting a sealed price at which they are willing to either buy the other's shares or sell their own, and the other party chooses which side of the transaction to take. This elegant deadlock resolution mechanism, though not expressly provided in the LGSM, is enforceable as a commercial contract under the Código de Comercio.

A Buy-Sell Agreement is needed whenever the company has external investors — venture capital funds (fondos de capital de riesgo or fondos de venture capital), private equity investors (fondos de capital privado), or angel investors (inversionistas ángeles) operating through the ecosystem supported by the Instituto Nacional del Emprendedor (INADEM) and Consejo Nacional de Ciencia y Tecnología (CONACYT, now Conahcyt) — who require drag-along rights (derechos de arrastre) to force all shareholders to sell if the investor receives a qualifying acquisition offer, and information rights (derechos de información) to review financial statements and audit the company's operations.

The agreement is also required under the Ley de Inversión Extranjera and its regulations when foreign investors participate as shareholders in Mexican companies subject to foreign ownership percentage limits — certain sectors (media, aviation, maritime, energy) restrict foreign equity participation, and the Buy-Sell Agreement must include compliance mechanisms so foreign ownership does not exceed applicable LGSM and LIE limits.

Under LGSM arts. 130 and 198, absent a Buy-Sell Agreement, the only protection for minority shareholders against unwanted third-party ownership is the statutory right of first refusal — which provides only 15 days to raise purchase funds, with no valuation methodology guidance and no drag-along or tag-along protection. A well-drafted Buy-Sell Agreement provides the commercial certainty that minority and majority shareholders need to manage their investment confidently.

A valid Buy-Sell Agreement Mexico under the Ley General de Sociedades Mercantiles and general commercial contract principles must contain the following essential provisions to protect all shareholders and to function effectively as a corporate governance document.

Identification of Parties and Ownership: Full legal name, RFC, domicilio, and equity ownership percentage (porcentaje de participación) of each shareholder party — identified by number of acciones (S.A.) or partes sociales (S. de R.L.) held, share class (ordinary vs. preferential, voting vs. non-voting), and the folio mercantil of the company in the Registro Público de Comercio. The agreement should also identify the company's authorized capital (capital social autorizado) and paid-up capital (capital social pagado) as confirmed in the most recent asamblea de accionistas (shareholder meeting) minutes.

Transfer Restrictions and Permitted Transfers: The restrictions on voluntary transfers — no shareholder may transfer shares to a third party without first complying with the agreement's procedures. Permitted transfers (transferencias permitidas) — typically to wholly-owned subsidiaries of the transferring shareholder, or to family members of an individual shareholder — should be identified as exceptions exempt from the right of first refusal and other transfer restrictions, provided the permitted transferee signs a joinder agreement (adhesión al convenio) before transfer.

Right of First Refusal (Derecho del Tanto): Enhancement of the LGSM Article 130 statutory right of first refusal — typically extending the offer period from 15 days (statutory minimum) to 30 or 45 days, requiring the transferring shareholder to disclose all material terms of the proposed third-party transaction including the proposed buyer's identity, and establishing the pro-rata allocation of any over-subscription if multiple shareholders wish to purchase.

Tag-Along Rights (Derecho de Acompañamiento): The right of minority shareholders (socios minoritarios) to join any sale of shares by a majority shareholder to a third party — if a majority shareholder sells to a third party, the minority has the right to sell its shares to the same buyer at the same price and on the same terms. Tag-along rights protect minority shareholders from being left behind in a majority shareholder's exit.

Drag-Along Rights (Derecho de Arrastre): The right of a majority shareholder (or a specified supermajority, e.g., 75% of shares) to compel all other shareholders to sell their shares in connection with a sale of the entire company to a third-party buyer — when a qualifying sale offer is received, all shareholders must sell at the same price per share. Drag-along rights protect majority shareholders and investors from a minority shareholder blocking a commercially advantageous sale.

Trigger Events and Mandatory Buyout: Definition of events that trigger a mandatory purchase obligation — death (fallecimiento), permanent disability (incapacidad permanente), voluntary resignation from active management, termination for cause from company management, bankruptcy (concurso mercantil), divorce (divorcio affecting jointly owned shares), criminal conviction, or breach of the Buy-Sell Agreement itself. Each trigger event should specify which shareholders are obligated to buy, which shares are subject to purchase, and the applicable valuation methodology.

Valuation Methodology: The agreed mechanism for determining the share purchase price — options include: agreed book value (valor en libros) as a simple but often unfair baseline; EBITDA multiple (multiple of Earnings Before Interest, Taxes, Depreciation and Amortization) based on industry benchmarks; independent appraisal by a Contador Público Certificado (CPC) or investment bank appointed by IMCP (Instituto Mexicano de Contadores Públicos) or Mexican Banking Association (ABM); or a put/call structure at a formula price. The agreement should specify what happens when parties dispute the appraisal — typically a second appraiser is appointed and the average of two appraisals is used.

Deadlock Resolution: The mechanism for resolving shareholder deadlocks — put/call option (Texas Shoot-Out), mediation before CAM or CANACO, compulsory buyout at book value, or dissolution and liquidation of the company under LGSM Article 229. The deadlock resolution provision is critical for 50/50 joint ventures.

Forms-legal.com provides this Buy-Sell Agreement Mexico as a foundational template. Every Buy-Sell Agreement should be reviewed by a Licenciado en Derecho specialised in derecho corporativo mercantil and inscribed in the company's shareholder registry (libro de registro de accionistas) maintained under LGSM Article 128 to be fully enforceable against the company.