Company incorporation

Incorporate with the intellectual property inside

Most companies are incorporated first and think about intellectual property later, and that order creates the problem we spend years undoing: the brand is registered in a founder name, nobody recorded on what terms the code was built, the domain is on someone personal account, and the company that signs the contracts cannot document what it owns.

Incorporating with the IP assigned from day one costs nothing extra. Fixing it after a round, a dispute between founders or an acquisition offer costs a great deal.

Choosing the vehicle

The practical choice in Mexico is usually between the sociedad anonima and the sociedad de responsabilidad limitada, and the right answer depends on who is coming in later. Share structures, transfer restrictions, how new investors are admitted and what happens when a founder leaves are all decided at incorporation, and all of them are harder to change afterwards.

Foreign shareholders add further considerations around how the investment is held and reported.

What should be settled at the start

• Corporate form and capital structure.
• Bylaws that reflect how the founders actually intend to operate, not a template.
• Who may sign for the company, and with what limits.
• Assignment to the company of the trademarks, the software, the content and the domains.
• Share transfer restrictions and what happens on departure.
• The corporate book, opened properly rather than reconstructed later.

What we do

We advise on the form, incorporate the company, and prepare the assignment documents that move the intellectual property into it. We also do the opposite exercise for companies already running: establish what the company actually owns today and close the gaps before someone else finds them.