The nature of this service is closely linked to the professional legal services we provide in the area of real estate leasing. However, on a broader scale, our firm is involved in contract management, from negotiation, drafting, and execution, to the exclusive management of lease agreements that our clients have previously executed.
This service is generally applicable to individuals or legal entities that, due to the volume of lease agreements, require professional contract management.
For reference, but not limited to, we outline the scope of our involvement in these matters:
1) Contract Negotiation
As an essential element and a prerequisite for a successful real estate transaction and its administration, we consider that effective contract negotiation is the key to a long-term, mutually beneficial relationship between the parties—especially for our client (the landlord). Key factors to consider include: lease term, annual rent adjustment methodology, guarantees, payment methods, permitted use of the property, preventive or corrective maintenance, force majeure or unforeseen circumstances, delivery and acceptance of the property, improvements, potential damages, jurisdiction, among others.
Our firm strongly emphasizes the importance of skilled negotiation.
2) Drafting and Review of Lease Agreements
We prepare and conduct a detailed analysis of commercial, residential, and industrial lease agreements, ensuring that all necessary clauses are included to protect our clients’ interests and comply with the applicable legal framework in Mexico.
3) Negotiation and Modification of Lease Agreements
We assist in negotiating the terms and conditions of lease agreements, including rent adjustments, lease duration, renewal clauses, rent increases, and any other significant modifications to secure the best possible agreement for each party.
4) Rent Increases, Payment Management, and Compliance with Obligations
We ensure that rent increases are implemented punctually and in accordance with the contractual notifications and communications agreed upon, particularly in long-term contracts with annual adjustments.
We oversee and manage periodic rent payments, additional fees, and other contractual obligations. Our firm ensures that both landlords and tenants fulfill their respective duties on time, minimizing the risk of defaults or disputes.
5) Lease Renewals, Extensions, and Contract Termination
We provide advisory services on the conditions and procedures necessary for lease renewals or extensions, ensuring that the terms are beneficial and appropriate for our clients.
Additionally, we handle the enforcement of contractual clauses related to lease termination, generally determined by the expiration of the agreed term. These provisions often include matters such as property handover, potential damages, tenant improvements benefiting the landlord, soil contamination analysis and environmental considerations, final settlement of utilities, and their corresponding documentation.
Furthermore, in cases where termination is mutually agreed upon for a definitive conclusion or to establish a new contract under revised terms that better suit the parties’ evolving needs, we ensure a smooth transition.
6) Breach of Contract and Lease Termination
In cases of non-compliance with contractual obligations by either party, we provide legal guidance on the necessary steps to be taken, including lease termination and dispute resolution. We represent our clients in legal proceedings, including summary eviction actions or contract rescission claims, seeking damages or compensation if required.
7) Monitoring Changes in Real Estate Legislation
We keep our clients informed about changes in federal, state, and municipal legal and tax regulations that may affect lease agreements, ensuring that contracts remain up to date and in compliance with new legal requirements.
8) Dispute Resolution and Mediation
We offer mediation services to resolve any disputes that may arise between landlords and tenants, always prioritizing an amicable and efficient resolution before pursuing legal action.
Tax Advisory on Income Tax and Tax Returns
We provide expert guidance on compliance with tax obligations related to taxable income, deductible expenses, calculation of the tax base, and the applicable income tax rate. Our services also cover advisory on the optional deduction tax regime for individuals, as well as any applicable municipal or state taxes.
Our firm prioritizes strict compliance with tax regulations while maximizing the benefits and incentives available under the law.
Advisory on Supplementary Agreements and Special Lease Clauses
We assist in drafting and structuring supplementary agreements related to lease arrangements, such as sublease agreements, confidentiality clauses, property maintenance and repair agreements, assignment of rights, and other relevant contractual provisions.
Lease Audits and Periodic Contract Reviews
We conduct regular audits of lease agreements to ensure their validity, compliance with contractual terms, and alignment with evolving real estate market conditions. Our goal is to keep agreements legally sound and strategically beneficial for our clients.
In the world of business finance, it is crucial to know how to analyze and interpret the main financial statements: the balance sheet, income statement, cash flow statement, and statement of changes in equity. These statements reflect the overall financial situation and, in some aspects, particular details, meaning that it is literally about understanding the financial capacity and limitations of the business.
The analysis involves various financial ratios that are appropriate to apply depending on the time, business purpose, growth and/or financing needs, sales, valuation, etc., of the company.
Through the analysis, we will distinguish the purposes of various ratios to apply, essentially (without excluding other ratios and deeper analyses depending on the specific case) those related to liquidity, leverage, activity, profitability, growth, and valuation, which will be derived from various arithmetic operations whose data sources are found in the main financial statements.
The interpretation relates to understanding the result of the arithmetic operations or financial ratios, so that we can establish whether the company’s performance is reasonable in relation to the amount invested, growth, inventory turnover, liquidity, leverage, variations in equity, etc.
For example, analyzing and interpreting the financial ratio of inventory turnover, where sales are divided by inventory to result in the number of times inventory turns over in a given period, we would have:
Sales
$1,000,000
= 1 time per month
Inventory
$1,000,000
The interpretation of inventory turnover each month will be based on the company’s business type, so we can compare it with industry standards or competitors to determine if our company is maintaining excessive inventory levels that could be unproductive, with low return on investment, or, on the other hand, inventory levels that may be approaching the minimum safety levels required by our customers as suppliers, even if the high turnover provides greater liquidity or the optimal inventory level that balances liquidity for our company and security for our clients.
This financial ratio is related to the accounting topic of inventory costing methods, profit margins, and, eventually, obsolescence in low-turnover inventory.
Similarly, there is a “countless” number of possible financial ratios to apply that ultimately influence the evaluation of the company’s value and its potential improvements to increase business profitability.
To perform the analysis and interpretation of the main financial statements, it is necessary to technically determine which ratios should be applied, in order not to generate unnecessary information and only develop the precise information that provides a comprehensive view of the company’s financial situation, which inevitably relates to its capitalization value.
This firm places particular importance on this matter, as in our experience, we have noticed that on several occasions, business owners enter into contracts, usually civil or commercial, without thoroughly analyzing the legal and fiscal effects of these contracts in the various areas that may arise due to federal, state, or municipal contributions.
It is absolutely crucial to analyze and anticipate the possible causes and moments for the payment of contributions to avoid non-compliance with tax obligations, unexpected cash flow issues, and even the possibility of litigation and/or conflicts with tax authorities as a result of both.
It is important to highlight that failing to adequately anticipate the fiscal effects of contracts can lead to criminal consequences, particularly for crimes specialized in this area.
To better understand the topic at hand, we will start with a brief definition of what a contract is, its elements, defects, and effects…
Contract: As a principle, contracts are a source of obligations between the parties who subscribe to them.
Agreements are those that create, transfer, modify, or extinguish obligations; contracts are those agreements that produce or transfer obligations and rights.
Elements: Contracts must contain the following elements: regarding their existence, i) consent and ii) object. As for validity, they must meet i) the legal capacity of the parties, ii) the absence of defects in consent, iii) lawfulness of the object, and iv) the formalities required by law, as applicable.
Defects: Defects in the will of the contract occur when there is error, fraud, bad faith, violence, or undue advantage.
Effects: In contracts, the effects are the obligations and/or rights that they generate for the parties involved under the freedom to contract without contravening public order provisions.
This is the central point where the legal-fiscal analysis of contracts begins, and business owners or individuals who enter into contracts must be attentive to the potential benefits or risks arising from the contract.
Furthermore, as is well known, no one can dissolve or unilaterally modify a contract, except for certain exceptions provided by law.
Generally, third parties are not beneficiaries of contracts.
In some cases, contracts may or must be enforceable against third parties, such as when there is a legal provision for registration in the public property registry.
Once we have provided this definition and summary of what a contract comprises, our clients will be able to identify when they are facing any of its effects or when there are deficiencies that allow determining the inexistence of the contract.
We believe it is useful to exemplify with a particular contractual matter what its fiscal effects would be and to inform our clients or business owners that all contracts may have, in addition to legal effects, fiscal effects—both in terms of benefits and risks, such as: the cause of the contribution and the moment of payment, tax credits, criminal sanctions, fiscal incentives, tax rates, etc.
The contracts that primarily have fiscal effects, for both legal entities and individuals, are as follows:
Sale of movable property, civil or commercial, for cash or on credit.
Sale of real estate, civil or commercial, for cash or on credit, with or without construction, for residential or other purposes.
Usufruct
Exchange of movable or immovable property
Donation
Trust
Capital contributions to commercial or civil companies
Pure lease of movable and immovable property
Financial lease
Supply
Consignment
Commercial commission
Deposit
Loan for consumption
Surety
Time-sharing contract
Assignment of rights and subrogation
Insurance contract
Copyright
Internet transactions
Services
Technology transfer
Royalties
Franchise
Joint venture
Works contract
Usage contracts
Etc.
We will illustrate (simply) with an exchange between legal entities:
The exchange is a contract through which the parties (the exchangers) are obligated to give one good in exchange for another.
The fiscal effects of this contract are:
Transfer: Defined in Article 14, section I of the Federal Tax Code as any transfer of ownership (in this case, a double transfer is considered) since each party transfers a specified good to the other under the exchange contract.
Income Tax: Since the exchange is a double transfer act and constitutes income for the parties, we are dealing with the determination of the Income Tax according to the applicable law governing income from the transfer of goods.
For example: If person A and person B exchange two plots of land with established prices as follows: plot A $1,000,000 and plot B $1,500,000.
“Grosso modo,” person A will calculate the taxable base for the Income Tax as follows:
$1,000,000 taxable income for person A
$500,000 fiscal cost of the land updated to the date of the transfer
= $500,000 taxable base for applying the Income Tax rate
Note: It should be considered that person A must add a payment of $500,000 to complete the $1,500,000 of the referenced prices; this amount could come from previously taxed capital or from accessing a loan.
“Grosso modo,” person B will calculate the taxable base for the Income Tax as follows:
$1,500,000 taxable income for person B
$500,000 fiscal cost of the land updated to the date of the transfer
= $1,000,000 taxable base for applying the Income Tax rate
Value Added Tax: For the transfer of land, the Value Added Tax is not applicable according to Article 9, section I of the Value Added Tax Law, unless the land has constructions attached to it, in which case the corresponding VAT will be calculated on the construction.
Transfer Tax: This is a municipal tax that must be paid by each of the exchangers for the acquired property.
Depending on the jurisdiction and municipality where the property is located, the tax rate generally ranges between 4% and 7% of the higher value among the cadastral value, the fiscal appraisal, and the transaction value.
Registration Fees: The transaction for the acquired property, as well as all relevant data such as location, acquisition transaction details, and previous and new owners, must be recorded in a register called the Public Property Registry.
The relevant authority will charge a predetermined fee for registration rights.
Conclusion: As seen in this example, we can establish the various fiscal effects in an exchange contract (simple) of real estate related to federal and municipal taxes and/or rights.
As contracts become more complex due to the involvement of different actors or combined legal entities or legal situations, the fiscal effects multiply, which highlights the need for corporate and tax advisory services to analyze and calculate these effects in advance, and determine who will be responsible for paying them, according to the law and the contractual obligations, as well as when they should be paid.
In addition to the fiscal effects, a corporate perspective will allow us to conceptually integrate contractual issues, rights and obligations, corporate matters, etc. These are areas in which this advisory firm specializes.
Contributions are taxes, social security contributions, improvements, and rights under Article 2 of the Federal Tax Code.
If the construction is intended for residential purposes, it will not be subject to VAT according to Article 9, section II of the applicable law.
Fees, like taxes, are a type of contribution described in Article 2, section IV of the Federal Tax Code.
In the case of CDMX, the transfer tax is collected by the city government according to Article 122, subsection a), section V of the Constitution.
This subject covers approaches that must be analyzed interdisciplinarily:
Lease Agreement – As a principle, it is regulated by the Civil Code of the corresponding state and, where applicable (disputes, notifications, etc.), by the National Code of Civil Procedure. However, it is very important to detail the specific points of the lease agreement, whether we act as the lessor or the lessee, because precision in the contract allows us to foresee potential disputes in issues that may be related to:
Legal personality of the signatories, precise definition of the property to be leased, its condition, delivery and receipt, etc.
Addresses and means for notifications.
Amount of rent, security deposit, maintenance fees, late fees, etc.; the update period and the method of calculation.
Term, early termination, rescission, and vacancy.
Use of the leased property, insurance, service costs, modifications and improvements, clauses, inspection rights.
Subleasing, waiver of rights, and labor relations.
Extinction of ownership, jurisdiction, and annexes related to the document.
Tax Matters – These are related to the form and concept in which the lessor will invoice and accumulate the tax income generated from the rent, analyzing which tax regime (lease with deductions without proof, lease with deductions, or RESICO) is possible and/or convenient for them to adhere to in terms of rental income.
Also, the care that the lessee must take regarding tax deduction requirements, so they can effectively deduct the rental expense from their income.
Payment of property tax.
Financial Matters – For the lessor, it is always important to analyze, using the appropriate financial ratios, the rate of return on investment that the net income from rents allows, in order to anticipate future renovations or reinvestments in the property and the impact of these expenditures on the rate of return.
For the lessee, it is essential to evaluate the qualitative and quantitative aspects of the rental value, such as, for example, other locations, square footage, access, payment methods, etc.
Integration – We have mentioned the subjects that should typically be analyzed and negotiated adequately in favor of our clients’ interests, without excluding others that may be required at a given moment, such as: environmental, intellectual property, industrial safety, etc.
It is of utmost importance to have a comprehensive view of the specific subjects or issues in the particular lease agreement we develop, as well as the necessary knowledge to understand and negotiate specific points; as well as the legal reading that must be considered for the contract in question, taking into account the standards and case law that may govern or affect it.
In the business world, it is common for companies to lease movable assets such as machinery, equipment, office furniture, tools, automobiles, etc. This allows for efficient investment and specialization for both the lessee and the lessor of the movable assets. In this sense, we have the following types of movable leasing:
Financial Lease: The lessee has the option to purchase the asset at the end of the contract.
Operating Lease: Used for the temporary use of assets without the intention of purchasing them.
This firm provides advisory services, including but not limited to:
Drafting and reviewing contracts
Compliance advisory
Negotiation of contractual terms
Dispute resolution
Tax advisory
It is important to consider in these types of contracts the clauses related to the delivery of the asset, conditions of use, maintenance, replacement, valuation, termination, etc.
Contracts are legal agreements formed by the mutual consent of two or more parties, creating rights and obligations that produce legal consequences, including the creation, transfer, and enforcement of contractual duties.
Based on this definition, our firm provides legal advisory services for the drafting, review, and modification of various commercial contracts, including but not limited to:
- Commission Contracts
- Deposit Contracts
- Purchase and Sale Agreements
- Distribution Agreements
- Supply Agreements
- Transportation Contracts
- Publishing Contracts
- Trust Agreements (Fideicomiso)
- Pledge Agreements
- Financial Lease Agreements
- Joint Participation Agreements
- Franchise Agreements
- Joint Venture Agreements (Business Partnerships)
Strategic Contract Advisory
In our legal advisory process, we prioritize our clients’ business interests, ensuring that contractual negotiations are accurately reflected in the agreement’s wording. Our goal is to minimize risks, prevent misinterpretations, and secure legal certainty for all parties involved.
Additionally, we emphasize the importance of strategic negotiation, contractual structuring, and the evaluation of the contract’s tax implications, ensuring compliance with applicable regulations and maximizing financial benefits.
A contract is a legal act that establishes an agreement between two or more parties, creating and transferring rights and obligations with binding legal consequences.
Our firm provides legal advisory services for the drafting, review, and negotiation of various civil contracts, including but not limited to:
Preliminary Agreements and Civil Contracts:
- Purchase and Sale Agreements
- Barter Agreements (Permuta Contracts)
- Donation Agreements
- Loan Agreements (Mutuo Contracts)
- Gratuitous Loan Agreements (Comodato Contracts)
- Lease Agreements
- Professional Services Contracts
- Deposit Agreements
- Agency Contracts (Mandato Contracts)
- Lump-Sum Construction Contracts
- Transportation Contracts
- Hospitality Contracts
- Civil Association Agreements
- Civil Partnership Agreements
- Lifetime Annuity Agreements (Renta Vitalicia Contracts)
- Sale of Future Goods Agreements (Compra-Venta de Esperanza Contracts)
- Guarantee Agreements
- Pledge Agreements
- Mortgage Agreements
- Settlement Agreements (Transacción Contracts)
Customized and Atypical Contracts
In addition to the contracts mentioned above, it is common in civil law to create customized (atypical) contracts that address specific agreements tailored to unique circumstances. While these agreements may not be explicitly regulated by law, they remain legally valid as long as they do not violate statutory provisions.
Our firm carefully analyzes and structures tailored contractual solutions, ensuring that the legal framework aligns with our clients’ interests while reflecting the true nature of their agreements.
Strategic Contract Advisory
We emphasize the importance of effective negotiation, contract structuring, and tax implications, ensuring that agreements provide legal certainty and financial optimization for our clients.
This advisory firm has the capacity and teams of qualified professionals in the various fields and services we offer to provide highly specialized and conclusive opinions on the matters we are consulted about, either verbally or duly written and signed.
We believe that professional opinions serve a preventive and, when necessary, corrective role in decision-making by senior business management; as they provide an opportunity to assess the benefits and risks of the issues at hand.
Among the areas in which we offer advice, we particularly value the study and issuance of legal opinions aimed at contributing legal certainty or risk assessment in the decisions our clients make concerning fiscal, administrative, contractual, litigation strategies, etc.
We support the concept of preventive law because we understand that contentious or controversial issues involve risks and expenses, and thus we believe that a formal preventive legal analysis and opinion will always be of lower cost and value than confrontation without prior consideration.
Another opinion we consider important in the business dynamic is the analysis and interpretation of financial statements, as this provides the parameters that can offer better elements for making key decisions related to the company’s growth, performance, financing, and, in general, its current and future financial situation.
We believe that professional opinions in the various fields related to the company should be regular and comprehensive in the concepts that are required.
We understand that a fundamental part of corporate advisory involves covering labor law matters related to employers, as it is necessary for the proper functioning of companies to understand labor-management relations with a focus on compliance with the law while promoting productivity and honesty among all individuals within the company.
In this regard, we have extensive experience and knowledge in handling individual and collective labor contracts, always prioritizing negotiation and good relations.
We are convinced that both types of contracts should prioritize clarity in job descriptions, pay scales, responsibilities, benefits, reviews, salary increases, and bonus applications, etc. As part of our specialty, we focus on the precise drafting and, when necessary, the registration of these contracts.
Indicatively, but not limited to, we prepare the following documents related to the hiring and termination of employment relationships:
Individual contracts
Resignation letters
Termination agreements
Administrative acts, if deemed necessary and after evaluation and agreement between the company’s staff and the law firm.
Termination notices, if deemed necessary and after evaluation and agreement between the company’s staff and the law firm.
We also intervene in the termination of the employment relationship by having this firm present at the workplace, with the purpose of carrying out the termination, signing agreements, arrangements, payments, and delivery of checks or cash to employees.
We legally represent clients before the relevant authorities, attending summonses and hearings before various labor authorities such as conciliation centers, labor courts, or conciliation and arbitration boards.
Additionally, this includes the preparation of procedural writings and the handling of acts that do not require the direct presence of company personnel, up to the amparo trial.
Regarding training, for new legal provisions, reforms to labor legislation, or any new regulations affecting the company, we provide training to human resources staff, based on prior planning regarding the time and place of the training.
In the case of collective bargaining concerning collective agreements, or when it is requested to sign an agreement with a trade union, we participate in the collective bargaining process and the administrative or judicial procedures before the relevant authorities.
General Trust: It is a commercial contract, contemplated and regulated by the General Law of Titles and Credit Operations, the Commercial Code, and the Law of Credit Institutions, under which the following parties interact: (1) trustor(s), (2) trustee, and (3) beneficiary(ies); in such a way that the first party transfers goods and/or rights to achieve a lawful and specific purpose, instructing the necessary actions for achieving this purpose to the second party, with the possibility that the results or benefits of the trust’s acts may be applied to a third party. It is common for the trustor to be designated as the beneficiary.
In summary, we can establish that the trustor is the contributor; the trustee is the credit institution, traditionally a bank; and the beneficiary is the recipient, usually the contributor or a designated third party.
As a result of the above, a trust can have various purposes and even special clauses related to succession, credit guarantees, investments, real estate with or without reversion, etc. Generally, these can be classified as either business or non-business trusts.
Business Trust: It is designed to carry out commercial activities or acts that, by definition, aim for profit, for example: real estate; investment; credit guarantees; asset management, cash flows, etc.; infrastructure, primarily in public works; real estate investment trusts (REITs) for the issuance of real estate fiduciary certificates to be placed in the securities market, etc.
It is important to highlight that business trusts, due to their profit-making purpose and commercial acts, are fully subject to the tax framework, such as the Income Tax Law, the Value Added Tax Law, etc.
This corporate advisory firm has extensive experience in the design and drafting of business trusts, primarily in real estate, asset management, guarantees, and investment.
We consider it highly relevant to inform our clients of the need for trusts to be designed and drafted by corporate or legal advisory firms with experience in the subject matter. This is because the service provided will better capture the clients’ needs and business objectives, as well as the legal protection of their interests. Otherwise, it may occur that the design and drafting by the authorized credit institution (banks, SOFOMER, brokerage houses, etc.) is not as precise in capturing and protecting the interests and the relationship between the trustors and/or beneficiaries.
In this corporate advisory service, we focus on properly developing business trust projects to ensure harmony and the proper pursuit of profit-oriented objectives between the parties, in accordance with the economic/business negotiation they have made. We then evaluate with different trustees (banks, SOFOMER, brokerage houses, etc.) which is best suited to our clients’ interests based on service, fees, prestige, and the general and specific conditions under which the trustee would be hired.
We are confident that the process described prevents potential conflicts of interest from the outset, as the trustee does not draft the project but accepts it or makes the necessary observations or corrections at the request of the clients and their corporate advisory team.
Real Estate Trust: According to the general definition of a trust, in this case, real estate assets are contributed, and due to the purpose of the trust agreement, it will acquire the status of a business trust or simply a real estate trust.
As explained in the business trust service, it derives from whether commercial acts will be carried out or not. Under this logic, there can be business real estate trusts whose purpose is, for example: the purchase, sale, lease (when the proceeds of the lease enter the trust accounts), and development of real estate such as urbanization, housing, commercial, industrial properties, etc.
It is also possible to subscribe to trust agreements whose purposes exclude commercial acts and are mainly established for the preservation of the real estate, and even assign rights to a beneficiary to rent the properties and collect the rental income.
Specifically, in this type of trust, it is truly important to carry out the drafting with the appropriate legal technique and precision to clearly establish whether the agreement in the contract excludes or includes issues related to the business trust and its fiscal effects.
We possess the necessary technical legal knowledge to make the precise distinctions referred to, as well as to establish the benefits for the trustors and beneficiaries in either scenario, with an analysis of the applicable tax obligations.
A supply agreement is not specifically regulated under the Commercial Code; rather, it is understood as part of commercial transactions and is executed to fulfill the needs of the consumer or client. Unlike a single-sale transaction, this contract remains effective over time, ensuring ongoing or periodic supply of goods at an agreed price.
This type of contract is commonly used in industrial sectors and is closely related to inventory management and timely supply chain fulfillment.
It is essential to distinguish a supply agreement from a purchase and sale contract: in a purchase and sale agreement, the transaction occurs once, whereas in a supply agreement, obligations extend over time, involving continuous and periodic deliveries.
The key elements of a supply contract include quality assurance, punctuality, and consistency in maintaining inventory levels or ensuring the supply of goods for production or commercial operations.
Our Firm Provides Advisory Services in:
- Drafting Supply Agreements
- Review and Modification of Existing Contracts
- Negotiation of Contractual Terms
- Guarantee Clauses, Supply Quantity, and Quality Standards
- Delivery Conditions and Logistics
- Payment Terms, Pricing, and Contract Duration
- Termination Conditions and Contract Exit Strategies
- Confidentiality and Intellectual Property Clauses
- Dispute Resolution and Conflict Mitigation Mechanisms
- Regulatory and Tax Compliance
- Supply Agreements with Domestic and International Suppliers
- Specialized Supply Contracts for Specific Industries
Key Benefits of Our Services:
- Legal Certainty – Ensuring that agreements comply with applicable legal and regulatory frameworks.
- Regulatory Compliance – Addressing commercial, tax, and industry-specific regulations.
- Optimization of Commercial Terms – Structuring contracts to maximize business benefits.
- Conflict Prevention – Implementing clear and enforceable contractual terms.
- Personalized Advisory – Tailored legal guidance to meet industry-specific needs.
A donation is a legal act in which the donor freely transfers ownership or title to a portion or the entirety of their movable or immovable property to the donee, who accepts the donation during the donor’s lifetime.
This contract is characterized by being:
– A transfer of ownership
– Gratuitous in nature
– Applicable to present assets
A donation may be either consensual or formal, depending on its value and whether it involves real estate or movable assets. It may also be instantaneous or successive, depending on the agreement between the parties.
Both the donor and donee must have the legal capacity to grant and receive donations.
Types of Donations
- Pure Donations
- Conditional Donations
- Onerous Donations
- Remunerative Donations
- Prenuptial Donations
- Donations Between Spouses
- Inter Vivos Donations (during the donor’s lifetime)
- Mortis Causa Donations (subject to inheritance law)
- Real Donations
- Particular Donations
- Universal Donations
Our Firm Provides Advisory Services in:
- Drafting Donation Agreements
- Lifetime Donations and Wills
- Tax Implications of Donations
- Donations with Reserved Usufruct Rights
- Real Estate Donations
- Review and Modification of Existing Donations
- Estate Planning Through Donations
- Donations of Shares or Equity Interests in Business Entities
Key Benefits of Our Donation Advisory Services:
- Legal Compliance – Ensuring that donations are properly executed in accordance with applicable laws.
- Tax Compliance – Advising on the fiscal impact of donations and applicable exemptions.
- Efficient Estate Planning – Using donations as a strategic tool for wealth management.
- Protection of Beneficiaries – Ensuring that donated assets serve their intended purpose.
- Personalized Advisory – Tailored guidance based on the nature of the assets and the donor’s objectives.
A purchase and sale agreement is of significant economic and legal importance, as it involves the transfer of assets and property in exchange for a monetary value, either as a lump sum or through installment payments, sometimes complemented by other assets.
We protect our clients’ interests from negotiation through the completion of the transaction, whether the purchase is paid in full or in installments, ensuring compliance with civil, commercial, tax, financial, and foreign investment regulations, as well as the legal requirements regarding the legitimacy of funds.
Our services include, but are not limited to:
Negotiation of Purchase and Sale Terms
We assist in negotiating the terms and conditions of the contract, including the purchase price, payment structure (lump sum or installments), delivery conditions, warranties, penalties, damages, termination clauses, jurisdiction, and any other essential aspects to ensure a secure and favorable transaction.
Drafting and Review of Purchase and Sale Agreements
We draft and conduct a thorough legal review of real estate purchase agreements for residential, commercial, service, and industrial properties, as well as movable assets such as machinery, vehicles, and capital goods. Our goal is to ensure that all necessary clauses are included for the proper formalization of the agreement under Mexican law.
Advisory on Property Title and Ownership Verification
We conduct due diligence to verify the ownership and legal status of real estate and movable assets, including reviewing property titles, public property records, encumbrances, liens, real or personal rights over the assets, and other relevant documents to ensure that the asset is free of legal disputes or financial liabilities.
Tax Implications of the Purchase and Sale Agreement
We provide comprehensive advice on the tax implications of the transaction for both the buyer and the seller, ensuring compliance with applicable taxes. We analyze the taxable event, applicable tax rates, and payment obligations, including:
- Federal taxes such as income tax (ISR) and value-added tax (IVA)
- Local and municipal taxes related to transfer of ownership or real estate acquisition
- Fees for property registration with the Public Registry of Property
Additionally, we ensure that all tax obligations related to the acquisition or sale of real estate are properly addressed, as these transactions often have multiple tax implications that must be managed appropriately.
Our firm stays continuously updated on administrative rulings, legal reforms, and judicial precedents to help our clients benefit from available tax incentives.
Due Diligence
We conduct due diligence to ensure that the asset is free from legal, financial, or regulatory issues that could affect its transfer. This includes reviewing past contracts, debts, encumbrances, licenses, permits, and compliance with local and federal regulations.
Advisory on Mortgage or Business Loans, Equipment Leasing, and Financing
We provide support and guidance in obtaining financing for real estate acquisitions, whether through mortgage loans, business loans, leasing agreements, or other financing structures. We also assist in structuring loan terms and agreements.
Formalization of Purchase and Sale Before a Notary Public
We manage and oversee the formalization of the purchase and sale before a notary public, ensuring that the contract is properly notarized and registered with the Public Registry of Property in the corresponding section (real estate or movable property). We also ensure that the legal transfer of ownership from seller to buyer is properly executed in accordance with Mexican law.
Advisory on Supplementary Agreements and Special Clauses
We assist in drafting and negotiating supplementary agreements such as:
- Payment agreements
- Earnest money contracts (contratos de arras)
- Warranties and guarantees
- Exclusivity agreements
Our goal is to provide legal security for both parties throughout the transaction.
For movable assets such as machinery, which may involve technological developments, trademarks, patents, utility models, or other intellectual property rights, we carefully analyze whether such rights are included in the sale or expressly excluded.
Additionally, in the case of industrial machinery sales, we ensure that the operating manuals, usage conditions, and warranties are properly documented.
Dispute Resolution and Litigation
In the event of disputes or breaches related to the purchase and sale, we provide legal representation and advisory services in conflict resolution, mediation, or litigation, ensuring the best possible outcome for our clients.
Advisory on Property Handover and Delivery
We provide legal support throughout the handover process, ensuring that the asset is delivered according to the agreed contract terms. This includes inspection, documentation, and formalization of the receipt.
Contract Audits and Compliance Monitoring
We conduct periodic audits of purchase and sale agreements to ensure compliance by all parties and to identify and prevent potential legal disputes or contractual risks.
Advisory on Regulatory and Environmental Compliance
We provide legal counsel regarding compliance with local, federal, and environmental regulations applicable to the acquisition of real estate or movable assets, especially in complex transactions or when dealing with properties subject to special regulatory frameworks.
In the business world, leasing movable assets is a common practice among companies to optimize investment and specialization. Movable asset leasing applies to items such as machinery, equipment, office furniture, tools, vehicles, and more, allowing businesses to use these assets efficiently without incurring high upfront costs.
There are two primary types of movable asset leases:
- Financial Lease (Lease-to-Own) – The lessee has the option to purchase the asset at the end of the contract.
- Operating Lease – Used for temporary asset use with no intention of ownership transfer.
Our Firm Provides Advisory Services in:
- Drafting and Reviewing Lease Agreements
- Regulatory Compliance Advisory
- Contractual Negotiation Support
- Dispute Resolution
- Tax Advisory on Leasing Transactions
Key Considerations in Movable Asset Lease Agreements:
It is essential to include well-defined clauses regarding:
- Delivery and acceptance conditions.
- Usage terms and maintenance obligations.
- Replacement and valuation provisions
- Contract termination terms and exit strategies
Our firm ensures that lease agreements provide legal certainty, optimize contractual conditions, and comply with applicable laws.