On January 19th, 2018, in the Official Gazette of the State of Baja California, the decree number 163 was published by means the article 2420 of the Civil Code for the State of Baja California was amended to establish a validity of 3 years to powers of attorney. The reformed article is transcribed hereunder:

ARTICLE 2420.- The mandate is a contract by which the mandatary is obliged to execute on behalf of the mandate the legal acts that he orders, and must contain the term by which it is conferred, if it does not contain it, the mandate ends three years after its expedition without any further action.”

Therefore, all the powers granted after January 20th, 2018, before any Public Notary of the State and that do not expressly establish a term, will have a validity of 3 years from the date of such formalization without the need of procedure or any action.

However, the article in question states that “the mandate ends three years after of its expedition without any demarche, nevertheless, to establish the exact date in which we have to start calculating its validity, in the case of Corporations when a term was not expressly established, we can refer to the General Code of Corporations, article 10, which in its second paragraph says:

ARTICLE 10.- In order to take effect the powers of attorney granted by the company through a Corporate Assemblies minute or by a Board of Directors resolution, in its case, the formalization of the part of the minute or resolution containing the agreement regarding its granting will suffice.”

From the foregoing, we can say that the powers granted by a Corporate Assemblies minute or by a Board of Directors resolution after January 20th, 2018, that do not establish a term or validity expressly determined, in terms and based on the Civil Code for the State of Baja California, will have a validity of 3 years, which must be calculated or counted as of the date of its formalization and/or notarization before a Notary Public.

 

If you have any questions we can be reached here or by email at info@nafta-law.com.

 

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José Luis Quezada

José Luis Quezada

Associate at GD Legal, with experience in Corporate, Real Estate and Administrative Law, as well as Civil Litigation, Civil, Mercantile and Government Contracts and Banking Practices.