Power of Attorney/Carta de Poder

In the civil law system, there is an important element in any contract or business dealing called personality.  Personality is that the person doing the business dealing is legally able to do the deal.  Huh?  You wouldn´t expect the company´s mail-clerk to be able to sign the sale of the company´s jet, right?  The accountant, on the other hand, might have that power, but not necessarily. Personality, or power, is very specifically outlined in the companies bylaws or in minutes to assembly meetings.

Remember that most of the legal system revolves around paper and registries, in order to have the power to represent a company or other person it almost always has to be written down and registered with the State.  This means you have to get a notary to certify many powers of attorney.  We will come back to this.

There are two broad classifications of powers of attorney:  General and Special.

General powers are defined in the civil code and can be broken down into three sub-categories: 

1. Pleitos y cobranzas (Disputes and payments), which means that the holder of this power can try to collect money in the name of the granter of the power and is empowered to act as the representative of the company in legal disputes;

2. Actos de Administración (Administrative Acts), this power allows the possessor to complete routine administrative tasks, such as appearing before Social Security or the tax authority for inscriptions or changes in status;

3. Actos de Dominio (Acts of Domain), power over the holdings of the issuer of the power, which allows the holder of the empowered to commit the holdings to sales, rentals or donations.

If the power of attorney is to be general and include all of the faculties previously mentioned, it is called Poder General Amplisimo (The broadest or very broad).

General powers must be given via notary public and registered with the Public Registry of Property and Commerce.  Depending on the scope of the power of attorney that is being granted, there is a section of the federal or state civil code which must be included with in the text of the power of attorney in order for it to be valid(Federal Civil Code Art.2554).

Special powers of attorney are more specific and are given on a case by case basis.  If you want to allow your property manager to vote in an assembly meeting for you, you would give him a special power, which can be written by you or a form can be purchased at most Papelerias. Special powers of attorney don´t need to be notarized, except when they are to be used in relation to a notary public in Mexico or in matters in which the object of the deal is greater than a certain amount (Quintana Roo: $5000 pesos, Federal: 1000 times the minimum daily wage).

When the power of attorney is not notarized, it must be given before two witnesses, who must sign the power as well.  The signature of the witnesses should be accompanied by a copy of their identification.

In cases where the signature is to be granted outside of Mexico for use in an notary or other public instrument in Mexico, a foreign notary public can certify the signature and the document will be valid for use in Mexico, as long as it has an apostille.  The power of attorney issued for use in Mexico should be in Spanish, though I like use a two-columned format with both Spanish and the language of the signer, so that there is no confusion about what is being signed.