The Commerce Code sets the obligation to register before the Public Registry of Commerce certain commercial acts done by commercial entities, in order to make them public, and in consequence give certainty and security to the merchants that execute legal acts or that practice any other kind of activity with such company.

Through Decree published in the Official Gazette in June 2^nd 2009, articles 19 and 21, fractions V, VII y XII, of the Commerce Code and articles 177 and 194 last paragraph of the General Law of Commercial Entities, which refer to the abovementioned registry obligations, were amended, imposing the following obligations:

1. Before the amendment, article 19 of the Commerce Code established that the inscription in the Commercial Registry is mandatory for all the commercial entities. Now, the amendment has specified that such registry is obligatory to all the commercial companies regarding their constitution, transformation, merge, separation, dissolution, and liquidation. Therefore, it now specifies the obligation to register all of the acts tending to transform, merge, separate, or dissolve such commercial entity.
2. Accordingly, article 21 fraction V of the Commercial Code, has added the obligation of registering in the company?s electronic folio all the documents regarding to the association of the company, whichever its objective or denomination, as well as to the modification, rescission, dissolution, or separation of the companies
3. Furthermore, fraction VII of the same article previous to the amendment, imposed the obligation to register in the electronic folio of each entity, the general powers of attorney, designation and revocation of agents, dependents and every other mandatory. Nevertheless, in virtue of the Decree, it is now optional to register, for effects of commerce and electronic consult, the powers of attorney and designation of officers as well as their disclaimers and revocations.
4. Lastly, article 21 fraction XII, established the obligation to register the increase or decrease in the effective capital, being such inscription obligatory only for the Corporations and General and Limited Partnership Companies. The analyzed amendment now specifies the obligation for all the commercial entities, to register the change of denomination or corporate name, corporate address, corporate purpose, term, and the increase or decrease of the minimum fixed capital.

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