Socios Podrán Ejercer Acciones Individuales Contra Administradores Por Daños Personales

Relevant precedent by the First Chamber of the Mexican Supreme Court (Amparo Directo en Revisión 7767/2023)

Mexico City, June 2025

In May 2025, the First Chamber of the Mexican Supreme Court issued a landmark decision in Amparo Directo en Revisión 7767/2023, holding that shareholders of a commercial company may bring individual claims for damages caused directly to their personal assets by the acts or omissions of the company’s directors. This is possible even if the legal requirements set forth in Articles 161 and 163 of the General Law of Commercial Companies (LGSM)—which regulate the so-called social action of liability—are not met.

Case background

A shareholder brought a civil liability action against the president and secretary of the company’s board of directors, alleging, among other things, failure to deliver share certificates as approved by the shareholders’ meeting, and failure to present financial reports for multiple fiscal years. The lower courts denied the claimant’s standing, arguing that under the LGSM, only the shareholders' meeting or shareholders representing at least 25% of the share capital may pursue such actions.

Decision by the Supreme Court

The Supreme Court overturned the lower court’s ruling and found that a literal interpretation of Articles 161 and 163 of the LGSM would violate the right to effective judicial protection, as recognized under Article 17 of the Mexican Constitution and applicable international human rights treaties.

The Court clarified the distinction between: The social action (where damages affect the company’s assets), and The individual action (where damages affect the shareholder personally). In the latter case, a shareholder may file a claim for liability against directors based on Article 1910 of the Federal Civil Code, without meeting the requirements of a social action.

Legal implications

This decision significantly strengthens shareholder protection against wrongful acts or omissions by company directors. It opens the door for individual claims in cases such as:

• Unjustified refusal to register shareholders in the company’s share ledger.
• Failure to deliver share certificates.
• Exclusion from dividend distributions.
• Obstruction of shareholders' corporate rights.

It also reinforces the personal liability of directors who act negligently or unlawfully, even when acting in their official capacity.

Recommendations

We recommend that corporate boards, shareholders, and legal advisors:

• Review corporate bylaws and governance mechanisms.
• Assess potential exposure to personal liability claims by individual shareholders.
• Strengthen transparency and accountability in corporate decision-making.
• Ensure that all actions are properly documented in compliance with shareholders’ resolutions.

García Barragán Abogados remains at your disposal to advise on the implementation and implications of this new precedent in corporate governance and shareholder litigation.

Contact
Manuel García Barragán M.
Corporate Law
mgb@garbar.mx