Mexico: Supreme Court recognizes shareholders’ individual standing to sue for company directors’ civil liability

DLA Piper - The First Chamber of the Supreme Court of Justice of Mexico has resolved the amparo directo en revisión No. 7767/2023, which established a criterion that expanded the protection of shareholders’ rights within commercial companies.

Specifically, the April 30, 2025 decision recognized shareholders’ standing to sue for company directors’ civil liability.

Below, we take a closer look at the decision and its implications for Mexican companies.
 

The case involved a shareholder who sued a company and its directors for (1) the reimbursement of their contributions to the company’s capital stock, (2) a declaration of liability from the board of directors for breach of corporate obligations, and (3) payment of damages and losses.

In the first and second instances, the courts ordered the company’s directors to pay the claimed amount for reimbursement of the plaintiff’s contributions and provide the declaration of liability. However, the Collegiate Tribunal granted the amparo to the directors, arguing that the shareholder did not have standing to claim that the board of directors was liable, according to Articles 161 and 163 of the General Law of Commercial Companies. These articles specify that only shareholders’ meetings or individuals who represent at least 25 percent of the company’s share capital have the right to take such action, and it must always be in the interest of the company.
 

In its decision, the First Chamber of the Supreme Court considered that the Collegiate Tribunal’s interpretation restricted the shareholders’ right to effective judicial protection by preventing them from claiming damages and losses directly caused to their individual assets by the directors’ actions. The Supreme Court clarified that, although the General Law of Commercial Companies provides for social action to demand directors’ accountability, such requirement does not exclude shareholders’ ability to exercise individual actions when damage is direct to their assets and not a consequence of damage to the company.

Based on Article 1910 of the Federal Civil Code, the First Chamber determined that shareholders could exercise individual actions of non-contractual civil liability against administrators in certain cases, such as those that include an unjustified refusal of registration in the shares registry book, obstruction of the exercise of corporate rights, or omission in the delivery of dividends, among others.
 

The Supreme Court overturned the appealed judgment regarding the shareholder’s standing to sue the directors for liability and returned the matter to the Collegiate Court, which shall analyze the case in accordance with the criteria set forth, distinguishing between social and individual actions.
 

The final judgment expressly recognizes shareholders’ individual standing to claim civil liability from directors for direct damages and losses to their assets, strengthening the protection of shareholders’ rights and expanding the means of defense against unlawful conduct by administrative bodies.

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