Mexican Agreements

 

The Founder Agreement

The following document is the Founder Agreement, signed by all enrolling Founders. Any referenced exhibits or related documents can be seen by scrolling below on this page. Each enrolling Founder must sign just the Founder Agreement in order to participate in the Semester. These documents provide Founders with various program benefits, including participation in the "Bonus Pool."

Learn about joining the Bonus Pool.

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US Incorporation

Form of the Warrant

The Founder Institute recommends that enrolled Founders incorporate a company in the United States, using the documents below when they incorporate in Delaware. Incorporation in the United States is three to five times faster and requires less than half the capital than incorporating in Mexico. The company will then set-up a Mexican branch, which is explained at the bottom of this page.

The following document is the Form of a Warrant in the United States that you will need to issue for your company to join the Bonus Pool and graduate from the Founder Institute. The majority of the Warrant value held by the Institute is for the benefit of Semester participants. The Warrant also provides Founders with protections against undesired terminations.

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Form of Board Consent

The following document is the Form of Board Consent in the United States that is required for you company to issue the Warrant above.

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Mexican Branch

Foreign companies are legally recognized in Mexico, and they retain their liability characteristics from abroad. However, to carry out business operations, such branches must be approved by the National Commission on Foreign Investments ("NCFI") and the Ministry of Foreign Relations, and be registered at the Public Registry of Commerce.

For tax purposes, the foreign company will receive the same treatment as a permanent establishment in Mexico (see above) and will pay taxes on the income generated from such branch offices at the normal corporate tax rate of 30%, to be reduced by 1% each year until reaching a maximum of 28% in 2007. However, the foreign company should be careful to avoid the possibility of having the income generated by the foreign company outside of Mexico become attributable to the operations in Mexico. This possibility is due to the "force of attraction" rules contained in Mexico’s tax legislation, which will sometimes require a taxpayer to include in his taxable income, income generated from abroad.

 

 


Mexican Incorporation

Form of the Warrant

The following document is the Form of a Warrant in Mexico that you will need to issue for your company to join the Bonus Pool and graduate from the Founder Institute. The majority of the Warrant value held by the Institute is for the benefit of Semester participants. The Warrant also provides Founders with protections against undesired terminations.

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Annexo A

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