The Lifting of the Corporate Veil in Mexico: Recent Criteria of the SCJN

Introduction

The corporate veil in Mexico is a fundamental pillar of commercial law, guaranteeing the patrimonial autonomy of companies. However, its application is not absolute, and it has exceptional mechanisms to prevent fraud. This analysis addresses its legal regime updated with the latest criteria of the Supreme Court of Justice of the Nation (SCJN) corresponding to 2024–2025.

Conceptual Framework and Legal Basis

The principle of separation of assets between partners and the commercial company operates as a constitutional guarantee derived from the right of association (Article 9 of the Constitution). This figure:

• Limits liability to the capital contributed.
• Confers independent legal personality.
• It protects personal assets from company obligations.

Its legal basis is found in articles 1796 (principle of good faith) and 1910 (prohibition of illegal acts) of the Federal Civil Code, although its application in case law has generated doctrinal debates.

Criteria for Exceptional Lifting

The First Chamber of the SCJN has established strict requirements through recent case law (2024-2025):

Objective Elements:

• Proven insolvency of the company.
• Causal relationship between the breach and the corporate structure.
• Existence of enforceable debt through documentary evidence.

Subjective Elements:

• Fraudulent intent in the constitution or operation of the company.
• Contractual simulation or acts contrary to good faith.
• Use of the company as a front to avoid obligations.

Procedural Limits and New Guidelines

Recent jurisprudential innovations highlight three key aspects:

1. Inadmissibility in precautionary measures: It cannot be decreed in the precautionary stage because it affects third party rights without a hearing.
2. Need for an autonomous trial: It requires an ordinary commercial process with guarantees of defense.
3. Restrictive interpretation: Subsidiary application only in the event of serious and irreparable harm.

The SCJN emphasizes that the lifting does not constitute a sanction, but a corrective mechanism in the event of distortions in the corporate system. Its application must respect:

• The principle of proportionality.
• The presumption of corporate legality.
• A reinforced burden of proof for the applicant.

Impact on Corporate Practice

The latest judicial criteria have specific effects on various actors:

Advantages

• For partners: Investment security
• For creditors: Anti-avoidance tool
• For judges: Delimitation of competencies

Risks

• For partners: Joint and several liability in fraud cases
• For creditors: Complex burden of proof
• For judges: Need for technical specialization

This jurisprudential balance seeks to combat practices such as:

• Simulation of commercial operations.
• Corporate tax avoidance strategies.
• Opaque corporate structures.

Prospects for Evolution

Current challenges include:

• Harmonization with international treaties against money laundering.
• Express regulation in commercial codes.
• Development of objective indicators of corporate fraud.

The jurisprudential trend points towards a model that combines:

• Respect for corporate autonomy.
• Agile supervision mechanisms.
• Personal liability for fraudulent actions.

This legal framework reflects the maturity of the Mexican legal system in balancing investor protection and the fight against illegal practices, positioning itself as a benchmark in comparative corporate law.

Conclusion

The lifting of the corporate veil in Mexico has evolved in accordance with recent judicial criteria that seek a balance between investor protection and the prevention of corporate abuse. The SCJN has delimited its application under a restrictive scheme, favoring due process and a reinforced burden of proof.

In a global context where transparency and corporate regulation are increasingly strict, these precedents consolidate Mexico as a modern legal system, aligned with international standards on corporate responsibility and the fight against fraud.

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