Power of Attorney Form for Mexico

DOCUMENT CONTROL AND GENERAL INFORMATION

Document Title: General and Special Power of Attorney (United Mexican States) Document ID: MX-POA-2024-V1.0 Effective Date: [Effective Date] Version: 1.0 Governing Jurisdiction: United Mexican States (Federal and [Insert State, e.g., Mexico City]) Legal Classification: Notary-Protocolized Mandate / Poder Notarial

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STATUTORY & LEGAL COMPLIANCE NOTICE

IMPORTANT LEGAL NOTICE: This document is intended to constitute a Power of Attorney (Poder Notarial) enforceable within the United Mexican States. Under the Mexican Federal Civil Code (Código Civil Federal), specifically Article 2554, and the corresponding Civil Codes of the various States, powers of attorney must be granted before a Notary Public (Notario Público) if the value of the business exceeds the statutory minimum or if it is a General Power. If this document is executed outside of Mexico, it MUST be: (i) notarized by a local Notary Public, (ii) authenticated via Apostille (pursuant to the 1961 Hague Convention), and (iii) translated into Spanish by a Mexican certified translator (Perito Traductor) and protocolized by a Mexican Notary Public to be fully effective against third parties and government authorities in Mexico.

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1. PARTIES AND RECITALS

This Power of Attorney ("Instrument") is executed on this [Date] day of [Month], [Year], by and between:

THE PRINCIPAL: [Principal Full Legal Name / Company Name], a [Individual/Corporation/LLC] organized and existing under the laws of [Jurisdiction], with a principal place of business/residence located at [Principal Address] (hereinafter referred to as the "Principal").

THE ATTORNEY-IN-FACT: [Agent Full Legal Name], an individual of [Nationality] nationality, holding [Official ID Type, e.g., Passport/INE] Number [ID Number], with a residence located at [Agent Address] (hereinafter referred to as the "Attorney-in-Fact").

RECITALS: WHEREAS, the Principal desires to appoint the Attorney-in-Fact to act on its behalf and in its name for the purposes and within the scope defined herein regarding its interests within the United Mexican States. WHEREAS, the Attorney-in-Fact agrees to accept such appointment subject to the terms, conditions, and limitations set forth in this Instrument.

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2. OPERATIVE CLAUSES & LEGAL TERMS

2.1 Scope of Services & Grant of Power

The Principal hereby grants to the Attorney-in-Fact a General Power of Attorney for the following purposes, as defined under Article 2554 of the Federal Civil Code of Mexico and its counterparts in the Civil Codes of the States:

1. General Power for Lawsuits and Collections (Poder General para Pleitos y Cobranzas): To represent the Principal before all types of judicial, administrative, labor, or tax authorities. This includes the power to file lawsuits, present evidence, interpose appeals, and settle disputes.
2. General Power for Acts of Administration (Poder General para Actos de Administración): To manage and administer all of the Principal’s assets, businesses, and interests in Mexico.
3. General Power for Acts of Domain (Poder General para Actos de Dominio): [OPTIONAL: Strike if not intended] To sell, mortgage, encumber, or otherwise alienate the Principal's real or personal property.
4. Special Power for Banking and Finance: To open, manage, and close bank accounts; to sign checks, promissory notes (pagarés), and other negotiable instruments.

2.2 Compensation & Payment Terms

1. Fees: The Principal shall pay the Attorney-in-Fact a fee of [Amount in USD/MXN] per [Month/Milestone] for services rendered under this Instrument.
2. Invoicing: The Attorney-in-Fact shall submit monthly invoices to the Principal. Payment shall be due within [Number] days of receipt.
3. Late Interest: Any overdue payments shall accrue interest at a rate of [Percentage]% per month.
4. Expenses: The Principal shall reimburse the Attorney-in-Fact for all reasonable out-of-pocket expenses incurred in the performance of duties, provided they are supported by Mexican tax-compliant receipts (CFDI).

2.3 Term & Termination

1. Term: This Instrument shall remain in full force and effect from the Effective Date until [End Date] or until revoked in writing by the Principal.
2. Termination for Convenience: Either party may terminate this mandate upon [Number] days’ written notice.
3. Termination for Breach: The Principal may revoke this power immediately upon a material breach of fiduciary duty by the Attorney-in-Fact.
4. Cure Period: In the event of a non-fiduciary breach, the breaching party shall have [Number] days to cure the default following written notification.

2.4 Intellectual Property (IP) Ownership

1. Work Made for Hire: Any intellectual property, documents, or work product created by the Attorney-in-Fact in the exercise of this Power shall be considered "Work Made for Hire" and shall be the sole and exclusive property of the Principal.
2. Assignment: The Attorney-in-Fact hereby irrevocably assigns to the Principal all rights, title, and interest in and to any IP developed during the term of this Instrument.

2.5 Mutual Confidentiality & Non-Disclosure

1. Definition: "Confidential Information" includes all non-public information disclosed by the Principal to the Attorney-in-Fact, including trade secrets, financial data, and business strategies.
2. Obligations: The Attorney-in-Fact shall maintain strict confidentiality and shall not disclose any Confidential Information to third parties without the prior written consent of the Principal. This obligation survives the termination of this Instrument for a period of [Number] years.

2.6 Representations & Warranties

1. Principal’s Capacity: The Principal represents that they have the full legal capacity and authority to grant this power.
2. Attorney-in-Fact’s Capacity: The Attorney-in-Fact represents that they are of legal age, in full exercise of their civil rights, and possess the requisite expertise to perform the duties assigned.

2.7 Limitation of Liability & Indemnification

1. Limitation: The Attorney-in-Fact shall not be liable for any errors in judgment or for any loss arising out of the performance of their duties, except in cases of gross negligence or willful misconduct.
2. Indemnification: The Principal agrees to indemnify and hold harmless the Attorney-in-Fact from and against any and all claims, liabilities, or damages arising out of the good faith execution of this Power, provided the Attorney-in-Fact acted within the scope of their authority.

2.8 Dispute Resolution & Arbitration

Any dispute, controversy, or claim arising out of or relating to this Instrument shall be settled by binding arbitration in accordance with the Arbitration Rules of the [e.g., International Chamber of Commerce (ICC) / CANACO Mexico]. The seat of arbitration shall be [City, Mexico]. The language of the proceedings shall be [Spanish/English].

2.9 Governing Law & Jurisdiction

This Instrument shall be governed by and construed in accordance with the federal laws of the United Mexican States and the Civil Code of the State of [Insert State]. The parties submit to the exclusive jurisdiction of the courts located in [City, State, Mexico] for any judicial intervention.

2.10 Miscellaneous

1. Severability: If any provision of this Instrument is held to be invalid or unenforceable, the remaining provisions shall remain in full force.
2. Entire Agreement: This Instrument constitutes the entire agreement between the parties regarding the subject matter herein.
3. Counterparts: This Instrument may be executed in counterparts, each of which shall be deemed an original.

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3. EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the parties hereto have executed this Power of Attorney as of the Effective Date first written above.

FOR THE PRINCIPAL:

Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role, e.g., CEO] Company: [Principal Full Legal Name / Company Name] Date: [Date]

FOR THE ATTORNEY-IN-FACT:

Signature: _____________________________________ Printed Name: [Agent Full Legal Name] Title: Attorney-in-Fact / Apoderado Date: [Date]

WITNESS 1: Signature: _________________________ Name: [Witness 1 Name]

WITNESS 2: Signature: _________________________ Name: [Witness 2 Name]

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4. STEP-BY-STEP EXECUTION & FILING GUIDE

Phase 1: Drafting and Data Entry

1. Fill Brackets: Open the document in Microsoft Word or Google Docs. Populate all [...] fields with accurate data. Ensure the "Scope" (Section 2.1) is narrowed to only what is necessary to mitigate risk.
2. Verify Authority: If the Principal is a corporation, ensure the individual signing has the corporate authority (via Bylaws or Board Resolution) to grant powers of attorney.

Phase 2: Notarization and Legalization (Critical)

1. If Executed in Mexico: Both parties must appear before a Mexican Notary Public (Notario Público) with valid identification (INE or Passport). The Notary will "protocolize" the document in their books.
2. If Executed Outside Mexico (e.g., USA/Canada/UK):
   • Step A: Sign in the presence of a local Notary Public.
   • Step B (Apostille): Obtain an Apostille from the Secretary of State (or relevant competent authority in your country). This confirms the Notary’s commission for international use.
   • Step C (Translation): Send the Apostilled document to a Mexican Certified Translator (Perito Traductor).
   • Step D (Protocolization): Take the translated and Apostilled document to a Mexican Notary Public to have it entered into the Mexican public record.

Phase 3: Digital Signatures and Retention

1. Digital Signature: While platforms like DocuSign are useful for internal records, Mexican authorities usually require physical wet-ink signatures protocolized by a Notary. Do not rely solely on digital signatures for banking or real estate transactions in Mexico.
2. Record Retention: The Principal should retain the original "Testimonio" (the official copy issued by the Notary). The Attorney-in-Fact should be provided with a certified copy (Copia Certificada) for their use in transactions.