Under Mexican statutory law, an SA de CV is required to have at least one director, and should a company elect to form a board at least two directors must be appointed. There is no maximum number of directors to be appointed.
There are no formal residency requirements for a director of a SA de CV in Mexico. Further, a director of a SA de CV in Mexico must be a natural person (even a shareholder as long as it is a natural person), it is not possible to appoint a legal entity as a director. Directors are appointed by the shareholders’ meeting and there is no specific resignation rules except that they must remain in their posts until a new appointee takes possession.
In Mexico authorities of directors are generally handled via powers of attorney. The board of directors are empowered to represent the company together as the board, and in addition they can grant powers of attorney to individuals on other specific matters.
If a director has a conflict of interest in any matter being discussed at a Board Meeting, he or she should abstain from voting. The director is also required, under law, to notify the other directors of such a conflict.