Corporate & Contracts

We help foreign companies structure their legal presence in Mexico — from the formation of a local business entity to licensing and distribution agreements that work under Mexican law, IP ownership structures and due diligence for investment and acquisition transactions. Our approach integrates corporate law with intellectual property, ensuring that the contracts you sign and the structures you build actually protect your most valuable assets.

How We Help Foreign Companies

Licensing agreements

If you are licensing your technology, brand or IP to a Mexican partner, the license agreement must be structured to be enforceable under Mexican law. We draft and negotiate licensing agreements covering trademarks, patents, software, trade secrets and know-how — defining the scope of the license, exclusivity, territory, royalty structure, quality control obligations, sublicensing rights and termination conditions. We also handle the recordal of license agreements before IMPI when required.

Distribution agreements

If you are entering the Mexican market through a local distributor, the distribution agreement defines the terms of the commercial relationship — territory, exclusivity, minimum purchase commitments, IP usage rights, pricing, termination and post-termination obligations. Mexican law does not have a specific statute governing distribution agreements, which means the contract itself is the primary source of rights and obligations. A well-drafted agreement is your only protection against disputes that can be costly and difficult to resolve.

Contract localization

Your usual contracts or terms and conditions may not be enforceable as-is under Mexican law. Translating it is not enough — the legal concepts, liability structures, termination mechanisms and dispute resolution clauses need to be adapted to the Mexican legal framework. We localize international contracts so they work in Mexico.

Company formation

If your business requires a Mexican legal entity — for invoicing, hiring employees, holding IP assets or operating locally — we advise on the appropriate corporate structure (S.A. de C.V., S.A.P.I., S. de R.L. de C.V.) based on your operational needs, tax considerations and investor requirements. We prepare the bylaws, handle the formation process and ensure the corporate structure supports your IP ownership strategy from day one.

IP assignments

Clean IP ownership is the foundation of any business that depends on intangible assets. We draft and review IP assignment agreements to ensure that all intellectual property created by founders, employees and contractors is properly transferred to the company. If you are acquiring a Mexican company or investing in one, we verify the assignment chain — missing or defective assignments are one of the most common deal-breakers in IP due diligence.

IP due diligence for M&A transactions

When your company is acquiring, investing in or merging with a Mexican business, we conduct the IP component of the legal due diligence. We review the validity and status of trademark registrations, patents and industrial designs; verify the chain of title and assignment history; identify pending litigation, oppositions or third-party claims; and assess compliance with maintenance obligations (declarations of use, annuity payments, renewals). The result is a due diligence report that enables informed decision-making about the value and risks of the target's IP assets.

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