Compliance & Due Diligence

What a due diligence review covers

We review the counterparty and deliver a report of contingencies, ranked by severity, showing how to cover each one in the contract:

• Registry: the company's existence, its filings with the Public Registry of Commerce and the property registries, and whether the signatory's powers of attorney are in force and what they cover.
• Litigation in any area of law, including labor: lawsuits, administrative proceedings, and amparo actions involving the counterparty.
• Documents: bylaws, corporate minutes, material contracts, licenses, and permits.
• Labor and social security liabilities, which often pass to whoever acquires the operation.

Labor compliance audit

We review documents, interview the people responsible, and deliver a corrective plan with priorities and dates. The audit covers:

• individual employment contracts, internal work rules, and policies;
• working hours, overtime, rest periods, and how they are recorded;
• notices to the Mexican Social Security Institute (IMSS) of hires, terminations, and wages;
• contracts with specialized-service providers and their registration in the Registry of Specialized Service Providers (REPSE);
• Official Mexican Standards (NOMs) on safety and health, including NOM-035 and NOM-037;
• the protocol, agreed with the workers, to prevent gender-based discrimination, address violence and sexual harassment, and eradicate forced and child labor.

Specialized services and REPSE

Since the April 2021 reform, personnel outsourcing has been prohibited. Only specialized services or works outside the recipient's corporate purpose and main economic activity may be contracted, in writing and with a contractor registered with the REPSE, which must renew its registration every three years.

If the contractor fails to meet its obligations to its workers, the company that hired it is jointly and severally liable, including before IMSS. Unlawful outsourcing carries fines of 2,000 to 50,000 times the Unit of Measurement and Update (UMA) for whoever engages in it and whoever benefits from it. A REPSE audit reviews both parties' corporate purposes, the registration, the contract, and the evidence of compliance.

NOM-035 and NOM-037

NOM-035 requires employers to identify, analyze, and prevent psychosocial risk factors. Its obligations grow with the size of the workplace: up to 15 workers, a prevention policy and measures and the identification of workers who have experienced severe traumatic events; from 16 to 50, an analysis of risk factors as well; above 50, an evaluation of the organizational environment too, repeated at least every two years.

NOM-037 governs remote work for anyone who works more than 40% of their time at home or at a place of their choosing. It requires an up-to-date roster of remote workers, a written policy, and a safety and health checklist.

The 40-hour workweek

The Federal Labor Law reform published on May 1, 2026, gradually reduces the maximum ordinary workweek: 48 hours in 2026, 46 in 2027, 44 in 2028, 42 in 2029, and 40 in 2030, with no reduction in pay or benefits. Beginning January 1, 2027, each worker's hours must be recorded electronically.

STPS inspections

Ordinary inspections require prior notice; extraordinary inspections may be unannounced. In both, the inspector must deliver at the outset the written order bearing a handwritten signature, and may review books, records, and documents and question workers and employers. During the inspection:

• Confirm the inspector's identity and the details of the order.
• Check the purpose and scope of the inspection.
• Review the inspection record before signing it. Within the following five days, submit written observations and evidence.

Fines are set in UMA and reflect the seriousness of the violation, the employer's financial capacity, and any repeat violation; if an omission affects several workers, one fine is imposed per worker.

Internal investigations and employment policies

We conduct internal investigations into misconduct and the causes of employee turnover, processing personal data as the law provides. We also prepare contingency and business-continuity plans.