{"id":3663,"date":"2025-06-26T16:00:05","date_gmt":"2025-06-26T16:00:05","guid":{"rendered":"https:\/\/www.ibarrapg.com\/?p=3663"},"modified":"2026-04-11T21:34:00","modified_gmt":"2026-04-11T21:34:00","slug":"ruling-on-the-civil-liability-of-board-directors","status":"publish","type":"post","link":"https:\/\/www.ibarrapg.com\/es\/ruling-on-the-civil-liability-of-board-directors\/","title":{"rendered":"Resoluci\u00f3n en Materia de Responsabilidad\nCivil de los Administradores"},"content":{"rendered":"

On June 20th, 2025, the First Chamber of the Supreme Court of Justice of the Nation (\u201cSCJN<\/u>\u201d), issued a thesis concerning the right of a shareholder of a company to assert civil liability upon directors through an individual cause of action when such shareholder suffers direct harm on his or her personal estate<\/strong> and not merely as a consequence of the damage incurred by the company\u2019s estate. Such action is different from the cause of action that may be brought by the General Shareholders\u2019 Meeting or the minority shareholders filing a claim against the administrator when they engage in activities that cause damage to the company\u2019s estate.<\/p>\n

Such resolution was issued pursuant to Article 1,910 of the Federal Civil Code (\u201cFCC<\/u>\u201d) as it differs from the framework of liability set forth under Articles 161 and 163 of the General Corporations Law (Ley General de Sociedades Mercantiles \u201cLGSM<\/u>\u201d).<\/p>\n

Key Points of the Thesis<\/h4>\n

1.-<\/strong> Articles 161 and 163 of the LGSM establish that directors\u2019 liability may only be claimed by the shareholders\u2019 meeting or by those representing at least 25% of the total capital stock and only when such claim is based on harm to the company\u2019s estate.<\/p>\n

For ease of reference, the SCJN identified the minority rights regulated under the LGSM, together with the required quorum, in the following chart:<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

Minority Required<\/strong><\/p>\n<\/td>\n

Minority Rights<\/strong><\/td>\n\n

LGSM Article<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/thead>\n

\n

33%<\/p>\n<\/td>\n

Right to call shareholders\u2019 meetings<\/td>\nArticle 184<\/td>\n<\/tr>\n
\n

25%<\/p>\n<\/td>\n

Judicial opposition to shareholders\u2019 meeting resolutions<\/td>\nArticle 201<\/td>\n<\/tr>\n
Deferral of voting<\/td>\nArticle 199<\/td>\n<\/tr>\n
Directors\u2019 Liability<\/td>\nArticle 163<\/td>\n<\/tr>\n
Inspectors\u2019 Liability<\/td>\nArticle 171, as it relates to Article 163<\/td>\n<\/tr>\n
Appointment of Directors<\/td>\nArticle 144<\/td>\n<\/tr>\n
\n

20%<\/p>\n<\/td>\n

Objection to company\u2019s spin-off<\/td>\nArticle 228 bis, section VI<\/td>\n<\/tr>\n
\n

Sole shareholder<\/p>\n<\/td>\n

Shareholders\u2019 meetings calls on certain matters<\/td>\nArticle 185<\/td>\n<\/tr>\n
Judicial request for the appointment of inspectors<\/td>\nArticle 168, second paragraph<\/td>\n<\/tr>\n
Filing of claims accusing irregularities with the inspector<\/td>\nArticle 167<\/td>\n<\/tr>\n
Judicial request for the appointment of liquidators<\/td>\nArticle 236, second paragraph<\/td>\n<\/tr>\n
Judicial petition to revoke the appointment of liquidators<\/td>\nArticle 238<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2.-<\/strong> The First Chamber of the SCJN analyzed a case in which a shareholder of a company sued the company\u2019s board directors for the reimbursement of the contributions she made to the share capital, arguing that the board directors had incurred in civil liability by failing to comply with multiple corporate obligations; for clarity, she filed a liability claim for harm caused to her personal estate, not to the company\u2019s assets.<\/p>\n

3.-<\/strong> The SCJN held that denying a cause of action for liability brought by an individual shareholder violated the human right of shareholders to effective judicial protection in their individual capacity<\/strong> [1], as it restricted their right to look out for legal remedies with the courts to claim damages to their personal estate caused by the company\u2019s directors or by the company itself.<\/p>\n

4.-<\/strong> The Supreme Court concluded that a cause of action for liability against a director may be brought individually by shareholders when the damage was caused directly to their personal estate (extracontractual liability).<\/strong> [2]<\/p>\n

5.-<\/strong> Furthermore, it considered that shareholders have a legitimate right to bring claims asserting liability of directors and further explained that it is necessary to distinguish between corporate causes of action and individual causes of action.<\/strong><\/p>\n

Directors\u2019 Liability<\/h4>\n

The LGSM establishes director\u2019s liability, which shall be governed by the applicable legislation and the company\u2019s bylaws, including, for example, the duty to maintain confidentiality regarding corporate matters during their tenure and for one year after its termination.<\/p>\n

Mexican legislation also provides for the following types of liability:<\/p>\n

A. Joint and Several Liability.<\/strong> Directors shall be jointly and severally liable with the company in relation to: i)<\/strong><\/em> the validity of the contributions made by the shareholders; ii)<\/strong><\/em> the payment of dividends in accordance with the law and the company\u2019s bylaws; iii)<\/strong><\/em> proper management of accounting; and iv)<\/strong> <\/em>the due execution of the resolutions adopted by the shareholders\u2019 meeting.<\/p>\n

B. Fiduciary Duty of Directors.<\/strong> In Mexico, the fiduciary duty of directors is primarily governed by the civil liability regime. Both legislation and case law have recognized that directors must perform their duties with diligence, loyalty and good faith, always acting in the best interest of the company rather than for their own benefit or that of third parties.<\/strong><\/p>\n

Extracontractual Obligations<\/h4>\n

A. In Mexico, extracontractual obligations are those that do not arise from a contract but rather from unlawful actions or events that give rise to the obligation to compensate for a damage caused to another.<\/p>\n

B. Article 1,915 of the Federal Civil Code establishes that redressing of damages must consist, at the injured party\u2019s choice, either in the restoration of the previous situation, when possible, or in the payment of damages and lost profits.<\/p>\n

Conclusions<\/h4>\n

Even though Mexican legislation provides that the directors’ fiduciary duty of care is owed to the company and not individually to the shareholders, the recent SCJN ruling expressly recognizes the legitimate right of shareholders to claim compensation for damages caused to their personal estate when such damages result from unlawful acts or negligence attributable to the directors, through actions based on extracontractual obligations<\/strong>.<\/p>\n

This ruling broadens the scope of directors’ liability by establishing that they must also safeguard the rights of shareholders individually and not solely in relation to the company as a whole<\/strong>.<\/p>\n

Practical Recommendations<\/h4>\n
    \n
  • Directors shall document that major decisions were made in an informed and diligent manner, particularly when such decision may directly affect the shareholders\u2019 estate.<\/li>\n
  • Implement more sophisticated corporate governance procedures for all decision-making processes.<\/li>\n
  • Directors shall refrain from adopting any resolution that is not supported by a duly executed, valid legal instrument.<\/li>\n
  • In complex matters, directors shall ensure to take advice from experts in the field.<\/li>\n<\/ul>\n

    [1]<\/strong> The human right to effective judicial protection guarantees that shareholders have a cause of action to protect their personal interests, even when commercial legislation prioritizes the protection of the company\u2019s interests. This right is established in Article 17 of the Political Constitution of the United Mexican States.<\/p>\n

    [2]<\/strong> The First Chamber of SCJN has identified several examples in which shareholders may bring individual causes of action to protect their rights. These include: the unjustified refusal by the Administrator or the Secretary of the board to register a shareholder in the shareholders\u2019 registry book; obstruction of the exercise of corporate rights; and failure to pay dividends, among other situations in which there is a direct impact on the shareholder\u2019s assets or individual rights.<\/p>\n","protected":false},"excerpt":{"rendered":"

    On June 20th, 2025, the First Chamber of the Supreme Court of Justice of the Nation (\u201cSCJN\u201d), issued a thesis concerning the right of a shareholder of a company to assert civil liability upon directors through an individual cause of action when such shareholder suffers direct harm on his or her personal estate and not […]<\/p>\n","protected":false},"author":3,"featured_media":2137,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"footnotes":""},"categories":[1],"tags":[],"class_list":["post-3663","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-otros"],"acf":[],"_links":{"self":[{"href":"https:\/\/www.ibarrapg.com\/es\/wp-json\/wp\/v2\/posts\/3663","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.ibarrapg.com\/es\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.ibarrapg.com\/es\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.ibarrapg.com\/es\/wp-json\/wp\/v2\/users\/3"}],"replies":[{"embeddable":true,"href":"https:\/\/www.ibarrapg.com\/es\/wp-json\/wp\/v2\/comments?post=3663"}],"version-history":[{"count":3,"href":"https:\/\/www.ibarrapg.com\/es\/wp-json\/wp\/v2\/posts\/3663\/revisions"}],"predecessor-version":[{"id":3668,"href":"https:\/\/www.ibarrapg.com\/es\/wp-json\/wp\/v2\/posts\/3663\/revisions\/3668"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.ibarrapg.com\/es\/wp-json\/wp\/v2\/media\/2137"}],"wp:attachment":[{"href":"https:\/\/www.ibarrapg.com\/es\/wp-json\/wp\/v2\/media?parent=3663"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.ibarrapg.com\/es\/wp-json\/wp\/v2\/categories?post=3663"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.ibarrapg.com\/es\/wp-json\/wp\/v2\/tags?post=3663"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}