{"id":766,"date":"2026-08-02T20:22:38","date_gmt":"2026-08-03T02:22:38","guid":{"rendered":"https:\/\/knr.mx\/services\/corporate\/legal-due-diligence\/"},"modified":"2026-08-02T20:22:38","modified_gmt":"2026-08-03T02:22:38","slug":"legal-due-diligence","status":"publish","type":"page","link":"https:\/\/knr.mx\/en\/services\/corporate\/legal-due-diligence\/","title":{"rendered":"Legal Due Diligence in Mexico: What to Review Before You Buy"},"content":{"rendered":"<h2>What it is actually for<\/h2>\n<p>Due diligence does not exist to produce a report; it exists to change the terms of a deal. Its value is measured by what follows: the price that gets adjusted, the condition imposed before closing, the specific warranty covering an identified risk, the holdback backing a pending contingency. A review that ends in a filed document and an agreement full of boilerplate representations did not do its job.<\/p>\n<h2>Where contingencies concentrate<\/h2>\n<p>In Mexico, two areas account for most material findings. <strong>Labor and social security<\/strong>, where how personnel are engaged, compliance with the specialized-services regime, contributions to IMSS and INFONAVIT, and statutory profit sharing generate liabilities that travel with the company. And <strong>tax<\/strong>, where what matters is not only what has already been assessed but what is building: transactions without documented substance, suppliers that could appear on the listings under Article 69-B of the Federal Tax Code, or restructurings without a documented business purpose.<\/p>\n<p>To these are added areas that are routinely underestimated: actual ownership of trademarks and software, the registry status of real estate, the validity and transferability of sector permits, personal data protection compliance and, for regulated activities, anti-money-laundering obligations.<\/p>\n<h2>On the sell side<\/h2>\n<p>When the process is anticipated from the seller&#8217;s side, the outcome changes. A self-review before going to market allows what can be fixed to be fixed \u2014 corporate books brought current, trademarks assigned to the company, contracts executed, filings made \u2014 so the negotiation begins without the surprises a buyer would otherwise use to discount the price. It is the same work, done with time instead of under pressure.<\/p>\n<h2>How scope is decided<\/h2>\n<p>Not every deal justifies the same depth. Scope is set based on size, sector, whether shares or assets are being acquired, and the buyer&#8217;s risk appetite. Defining materiality thresholds at the outset \u2014 what amount warrants reporting \u2014 keeps the report from filling with immaterial observations that bury the ones that matter.<\/p>\n<p><em>This content is informational and does not constitute legal advice. Each matter requires specific analysis.<\/em><\/p>\n","protected":false},"excerpt":{"rendered":"<p>What it is actually for Due diligence does not exist to produce a report; it exists to change the terms of a deal. Its value is measured by what follows: the price that gets adjusted, the condition imposed before closing, the specific warranty covering an identified risk, the holdback backing a pending contingency. A review [&hellip;]<\/p>\n","protected":false},"author":0,"featured_media":0,"parent":688,"menu_order":2,"comment_status":"closed","ping_status":"closed","template":"page-situacion.php","meta":{"_acf_changed":false,"footnotes":""},"class_list":["post-766","page","type-page","status-publish","hentry"],"acf":[],"_links":{"self":[{"href":"https:\/\/knr.mx\/en\/wp-json\/wp\/v2\/pages\/766","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/knr.mx\/en\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/knr.mx\/en\/wp-json\/wp\/v2\/types\/page"}],"replies":[{"embeddable":true,"href":"https:\/\/knr.mx\/en\/wp-json\/wp\/v2\/comments?post=766"}],"version-history":[{"count":0,"href":"https:\/\/knr.mx\/en\/wp-json\/wp\/v2\/pages\/766\/revisions"}],"up":[{"embeddable":true,"href":"https:\/\/knr.mx\/en\/wp-json\/wp\/v2\/pages\/688"}],"wp:attachment":[{"href":"https:\/\/knr.mx\/en\/wp-json\/wp\/v2\/media?parent=766"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}