Requirements to be a Commissioner: Obligation, Limitations and MORE

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If you are a legal, financial, accounting or tax advisor, you have the opportunity to opt for the position of Commissioner within a Public Limited Company. For this reason, it is necessary that you know the Requirements to be a Commissioner.

In addition, you must also know their obligations, limitations, responsibilities and in any case prepare yourself so that you are qualified and can duly fulfill the functions entrusted, according to the Requirements to be a Commissioner required by law.

Obligations of Being a Commissioner in a Public Limited Company

The obligations of a Commissioner within a Public Limited Company are listed below, as long as he complies with the Requirements to be a Commissioner:

  • Ensure the constitution and permanence of the guarantee requested by the Article 152 of the LGSM. Notifying without delay about any irregular event to the General Assembly of Shareholders.
  • Obtain monthly data from the Administration that includes at least information on the financial situation.
  • Carry out a test of the activities, documents, transactions and other tests that are necessary to carry out the inspection of the activities that the Law requires. In this way can be accounted for based on with respect to the point mentioned below.
  • Deliver an account every year to the Ordinary General Shareholders’ Meeting. Through a truthful, suitable and sensible report of the data presented by the Board of Directors to the Assembly. Said report must contain the following:
    • The criterion of the Commissioner as to whether the accounting and data policies and considerations followed by the Company are consistent and appropriate. Taking into account the individual conditions of the Company.
    • The Commissioner’s assessment of whether policies have been firmly enforced in the data provided by the administrators.
    • The judgment of the Commissioner as to whether, as a result of the aforementioned, the data provided by the administrators show the veracity of the financial condition of the company.
    • Influence so that the meetings of the Board of Directors are included in the agenda. Also that of the Assemblies, the issues that may be important.
    • Call ordinary and extraordinary Assemblies of shareholders, when the Administrators do not respond to the call, or in other situations that it deems necessary.
    • Attend, and issue opinions, but without the opportunity to vote at the meetings of the Board of Directors, to which he must be summoned.
    • Basically, to inspect without limits and at all times all the activities of the Company.

The Commissioners within the Limited Liability Company

As is well known, the Commissioners are a figure concerning the Corporation. Also, the LGSM in its Article 84 stipulates the probability of forming a Vigilance Council. Which can be constituted by people outside the company for Limited Liability Companies.

It is normal for the rules of this type of institution to form a Supervisory Council. Since generally some of its partners do not intervene in the administrative part of the company. In addition, by means of this the verification of the activities carried out by the company is established.

Limitations

Within the limitations that exist for people who comply with the Requirements to be a Commissioner, are the following:

  • Those people who are unable to carry out commercial operations.
  • Employees of the Company who have shares in the Company greater than 25% of the capital stock. Nor those of the Societies where these have shares of more than 50%.
  • Blood relatives of the administrators within the following groups:
    • In a straight line without any limit on the grade.
    • The secondary included in the fourth grade.
    • And the following within the second grade.

Regarding the limitations on the Commissioner’s remuneration. The Income Tax Law stipulates as an authorized decrease, the payment made to the Commissioners. As long as it complies with the requirements set forth in the Article 27 in section IX of the Income Tax Law. It indicates the following:

Being the fees or remuneration to general managers, members of the board of directors, commissioners, directors or administrators, for advice, inspection or of another nature. They must be determined on a total balance and receipt each month or by service. Equally affecting the consequences of the taxpayer and comply with the assumptions detailed below:

  • The amount fixed each year per person, must not be greater than annual income received by the highest ranking employee of the Company.
  • The total amount of salaries and fixed fees, are not greater than the balance of the annual salaries received by the Company’s personnel.
  • These amounts must not exceed 10% of the total balance of other decreases in operations.

How long does the Commissioner position last?

The appointment of the Commissioner it is provisional and derogable. However, he can continue to carry out his activities even if the time for which he was appointed has ended. That is, as long as no new appointments are made and the designated persons have not taken their positions.

Termination of the position of Commissioner

There are several reasons why the duties of a Commissioner end. These are detailed below:

  1. When the designation is revoked.
  2. By voluntary resignation.
  3. When there is an impediment.
  4. Death of the person.
  5. At the end of the established legal time.
  6. By liquidation of the financial body.
  7. Have disobeyed the conditions stipulated in the contract.

Responsibilities of Being a Commissioner in a Commercial Company

The Commissioner is particularly responsible within the Company, through the fulfillment of his functions that are established in the Law. On the other hand, in the regulations extra functions can be attributed to him. This point leads to consider who is the person suitable to serve in the position of Commissioner.


It should be noted that, taking into account the expansion of the Companies that are increasing, the number of transactions is greater. The commissioners can ask for support and help from workers that are under your command and control. Likewise, of the autonomous and technical professionals, where their contract and appointment are subject to these.

The fundamental principle of law that governs the Justice System in Mexico states the following: «Ignorance of the Law does not excuse compliance». Therefore, the figure of the Commissioner is an essential requirement to establish a Company, and it has 3 entities through which it carries out its operations, which are:

  • The Supreme Body: It is the one that is made up of the shareholders and partners.
  • Representative Body: It is represented by the Board of Directors or in any case a single Administrator.
  • The Surveillance Body: It is the one that is made up of the Commissioner or the Supervisory Council.

Who can be a Company Commissioner?

One of the Requirements to be a Commissioner is to act as accounting, financial, tax and legal advisor of a Public Limited Company and then to be appointed Commissioner of this. Reason why, it is important to know about their qualities, activities they carry out and responsibilities they have.

In accordance with the provisions of the LGSM in its Article 19, in section V. It indicates that the constitutive document must contain, in addition to other requirements, the appointment of one or more Commissioners. What in effect is an essential requirement for its constitution.

The origin of the image of the Commissioner comes from the nature of the Corporation. In Mexican legislation it is defined as the one that has many partners that comprise it. So much so that limited liability has a limit of 50 shareholders.

In other words, due to his character he would have many partners, which is why he created the way to take care of them both outside and inside society. This occurs through the image of the Commissioner, who does not intervene in the administrative part. However, verify that the activities that are carried out have advantages for everyone.

What is it?

In the Articles 164 and 171 of the LGSM, both the Stock Companies and the Limited Liability Companies by absorption, define the Commissioner as the person who is in charge of supervising these.

You can name one or more, be ratified every year and revoked at the appropriate time by means of an Assembly of Members. This is the maximum entity in the Companies. If for any reason the Commissioner fails to comply with something, the Board of Directors, or a partner through a judicial authority. He can call an Assembly to remove him and appoint another.

In the event that the Members’ Assembly is not present, the judicial command appoints another Commissioner or admits his appointment, it is advisable to review the functions and the commitment that this requires.

To expand this information you can enter this web portal, and you will find information of interest in order to know a little more about this figure that is essential for the constitution of a Public Limited Company.

The Requirements to be a Commissioner of a Limited Company are very simple to comply with. The most important thing is to know the corresponding Laws, to carry the position in the best possible way.

Being a Commissioner implies being careful that all operations carried out within the Company are transparent and truthful. It is a figure that guarantees the shareholders of a company its proper functioning. Good luck in this new professional challenge!

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