2. Doing Business in NAFTA Bilateral Business Summit Gerardo Prado Hernández & Francisco Andrés Gámez Garza September 2013

3. I.General Legal Overview II.Key Legal Considerations to Establish or Acquire a Business in Mexico III.Company Types and Management Structure IV.Preferential Customs Regimes Doing Business in NAFTA

4. -The Mexican Legal System – -The Federal Constitution of 1917 & State Constitutions -Political Configuration – 31 States and the Federal District -Commercial and Civil Laws: -The Federal Commerce Code -General Commercial Corporations Law (“LGSM”) -General Law on Credit Instruments and Transactions (“LGTOC”) -The Civil Code & its reach -International Treaties and its constitutional ranking General Legal Overview

5. Doing Business in NAFTA Defining your business goals – going alone or with a local partner? Capital, technology and human resources requirements, knowledge of local market, location of target client base and regulatory requirements. The need to start with the right foot with accounting-tax, labor, environmental and other legal matters in Mexico. Avoiding future contingencies for your business. Corporate, Tax and Labor Considerations to be analyzed in each case Impact of foreign investment law regulations. General legal framework applicable to my business Different forms to achieve marketing penetration: -Distribution Arrangements -Joint Venture Alternative -Direct Investment Key Legal Considerations to Establish or Acquire a Business in Mexico

6. Doing Business in NAFTA General Information (corporate structure, main requirements & common use) The Stock Corporation The Limited Liability Type Company The SAPI Tax ID and other relevant authorizations Company Types and Management Structure

7. Doing Business in NAFTA Relevant bilateral and multilateral commercial undertakings subscribed by Mexico: -The North American Free Trade Agreement (NAFTA) – experience since 1994 until know. -The EU Free Trade Agreement -Other commercial and investment protection undertakings – Mexico as your international export platform Preferential Customs Regimes

8. Gerardo Prado Hernández gph@sanchezdevanny.com Francisco Andrés Gámez Garza agg@sanchezdevanny.com