In Mexico, legal actions against partners or shareholders may be filed for different situations, such as breach of obligations, conflicts of interest, abuse of power, among others. The legal basis for such actions is based on the provisions of the Civil Code, the Commercial Code and the General Law of Commercial Companies.
First of all, it is important to note that legal actions may be brought by both the corporation and the other affected partners or shareholders, i.e., the corporation may bring liability actions against partners or shareholders who have incurred in acts contrary to the law or the corporate bylaws, and the other partners or shareholders may bring liability actions against those who have caused damage to the corporation or to the other partners.
Regarding the statute of limitations for these actions, Article 1045 of the Code of Commerce states that the actions derived from rights and obligations of the partners among themselves by reason of the corporation will be barred in five years. However, it is important to take into account that there are shorter terms for the exercise of certain actions, such as, for example, the term of one year to exercise liability actions against the administrators of the company.
In this sense, we can mention that the aforementioned term is interrupted by the filing of a lawsuit or by any other act that implies the acknowledgment of the debt or liability.
Likewise, it should be noted that those interested in exercising a legal action should consider that the statute of limitations is fatal, and there will be no room for the restitution of the same, for which reason, it is essential to consult a specialized attorney to obtain specific legal advice on each case.