In our commitment to keeping you informed about the latest legal developments, we inform you that on June 20, 2025, a significant thesis was published in the Semanario Judicial de la Federación, issued by the First Chamber of the Supreme Court of Justice of the Nation, under Digital Registry No. 2030603 and Thesis: 1a. XXIV/2025 (11a.), titled: "Liability of directors of corporations. Shareholders may claim it when alleging harm to their individual assets."
This thesis arose from the amparo directo en revisión No. 7767/2023, resolved by the First Chamber of the Supreme Court of Justice of the Nation. It is considered highly relevant and groundbreaking, marking a turning point in corporate law and commercial litigation involving corporate matters.
In this regard, the First Chamber of the Supreme Court ruled that shareholders of a corporation may directly claim civil liability against directors when there is personal harm to their assets, without the need to pursue a derivative action under Article 161 of the Ley General de Sociedades Mercantiles (LGSM).
Indeed, as a result of the First Chamber's decision, it is now possible to consider the existence of two distinct liability actions against directors: i. The liability action provided under Articles 161 and 163 of the LGSM; and ii. The extra-contractual civil liability action established under Article 1910 of the Código Civil Federal (CCF).
Each of these actions has its own requirements and legal consequences:
I. The liability action against directors set forth in Articles 161 and 163 of the LGSM is subject to specific conditions for admissibility, limiting its exercise to two scenarios:
In either case, this action is not pursued for the individual benefit of the shareholders; instead, any judgment issued against the directors will benefit the assets of the company.
II. On the other hand, the extra-contractual civil liability action provided in Article 1910 of the CCF has a clearly distinct nature and purpose from the corporate action regulated by Articles 161 and 163 of the LGSM.
This action aims to directly protect the individual shareholder’s assets that have been personally and directly harmed as a result of unlawful acts or omissions committed by the directors or the governing body of a corporation.
In this context, when acts of the corporate body exceed their authority, are committed with intent, negligence, or abuse, and cause direct harm to a shareholder’s assets, that shareholder is entitled to bring an individual extra-contractual liability action to seek compensation for the damage personally suffered.
Unlike the liability action under the LGSM —which seeks redress for the benefit of the corporation—, the action under Article 1910 of the CCF is intended to secure a judgment, if applicable, in favor of the affected shareholder, whose proprietary rights have been impaired by unlawful or wrongful conduct attributable to those who were supposed to act in the company’s best interest.
The isolated thesis 1a. XXIV/2025 (11a.), with digital registry 2030603 issued by the First Chamber of the Supreme Court of Justice of the Nation, is of great significance, as it allows the coexistence of two parallel actions: the liability action under the LGSM and the extra-contractual civil liability action under the CCF. This dual framework enhances the protection of minority investors.
Authors:
Alejandro Schuster, Partner
Email: aschuster@rrs.com.mx
José Eduardo González, Senior Associate
Email: jgonzalez@rrs.com.mx
Alan Barajas, Senior Associate
Email: abarajas@rrs.com.mx
Jessica Ledesma, Associate
Email: jledesma@rrs.com.mx
Diego Escobedo, Associate
Email: descobedo@rrs.com.mx
Alfonso Valdés, Associate
Email: avaldes@rrs.com.mx
Sarah Dávila, Junior Associate
Email: sdavila@rrs.com.mx
Javier Tavares, Junior Associate
Email: jtavares@rrs.com.mx
José Eduardo De la Torre, Associate
jdelatorre@rrs.com.mx